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

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 the financial condition of Holdings 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 Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter pursuant to Section 6.01(a) (i) were prepared in accordance with GAAP consistently applied throughout in effect on the period covered therebypreparation date thereof, except as otherwise expressly noted therein; (ii) fairly present the financial condition of Holdings and its Subsidiaries the Consolidated Group 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 Holdings and its Subsidiaries the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case to the extent required under GAAP. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebyGAAP, except as otherwise expressly noted therein, and ; (ii) fairly present the financial condition of Holdings and its Subsidiaries the Consolidated Group 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 Holdings and its consolidated Subsidiaries the Consolidated Group as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the date basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Closing Date Audited Financial StatementsConsolidated Group as of the dates thereof and for the periods covered thereby. (d) Since June 30, 2017, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements delivered (x) on to the Closing Date, and (y) thereafter pursuant to Section 6.01(a) 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 present, in all material respects, the financial condition of Holdings the Borrowers and its the Restricted Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrowers and its the Restricted Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required by GAAP; subject, in the case of the Unaudited Financial Statements, to (x) the absence of footnote disclosures and other presentation items and (y) changes resulting from normal year-end adjustments, which would not be material in the aggregate. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (i) were Pro Forma Financial Statements have been prepared in accordance with GAAP consistently applied throughout the period covered therebygood faith, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings and its Subsidiaries based on assumptions believed by ESI to be reasonable as of the date thereof of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of ESI and its Restricted Subsidiaries which were not sold in connection with the Arysta Sale as at the 12-month period ending September 30, 2018 and their estimated results of operations for the period periods covered thereby, subject, in assuming that the case of clauses (i) and (ii), to Transactions 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, of Holdings and its consolidated Subsidiaries as beginning of the date of such financial statements, including liabilities for taxes, material commitments and Indebtednessperiods covered thereby. (c) Since the date of the Closing Date Audited Financial StatementsNo event, there change or condition has been no event or circumstanceoccurred since December 31, either individually or in the aggregate2017, that has had had, or could reasonably be expected to have have, a Material Adverse Effect. (d) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements of APi and the Unaudited Financial Statements of APi delivered (x) on to the Closing Date, and (y) thereafter pursuant to Section 6.01(a)Administrative Agent (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and except as set forth on Schedule 6.05(a); (ii) fairly present present, in all material respects, the financial condition of Holdings APi 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 and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings APi and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required by GAAP; subject, in the case of the Unaudited Financial Statements of APi, to (x) the absence of footnote disclosures and other presentation items and (y) changes resulting from normal year-end adjustments. (b) The unaudited consolidated balance sheet Audited Financial Statements of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter the Unaudited Financial Statements Holdings delivered in connection with Section 6.01(b), and to the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof Administrative Agent (i) were prepared in accordance with GAAP IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present present, in all material respects, the financial condition of Holdings and its Subsidiaries as of the date thereof and their its results of operations for the period covered thereby in accordance with IFRS consistently applied throughout the period covered thereby, subject, in the case of clauses except as otherwise expressly noted therein; and (iiii) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth show all material indebtedness and other liabilities, direct or contingent, of Holdings and its consolidated Subsidiaries as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required by IFRS; subject, in the case of the Unaudited Financial Statements of Holdings, to (x) the absence of footnote disclosures and other presentation items and (y) changes resulting from normal year-end adjustments, which would not be material in the aggregate. (c) Since The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the Closing Date Audited Financial Statementsestimated consolidated capitalization table of Holdings as of September 30, there 2019 and the estimated consolidated adjusted Consolidated EBITDA of Holdings for the 12-month period ending June 30, 2019, assuming that the Transactions had actually occurred at such date or at the beginning of the period covered thereby. (d) No event, change or condition has been no event or circumstanceoccurred since December 31, either individually or in the aggregate2018, that has had had, or could reasonably be expected to have have, a Material Adverse Effect. (d) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 financial condition of Holdings 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 Holdings 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 balance sheet sheets of Holdings the Borrower and its Subsidiaries (x) dated August 19March 31, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2011, and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that 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 Holdings 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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. Effect (d) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and excluding the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, certified by the chief financial officer or treasurer effects of the BorrowerAcquisition Transaction and any financing therefor, copies of which have been furnished to each Lender, fairly present the consolidated pro forma financial condition of Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAPif any). (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter pursuant to Section 6.01(a) (i) were prepared in accordance with GAAP consistently applied throughout in effect on the period covered therebypreparation date thereof, except as otherwise expressly noted therein; (ii) fairly present the financial condition of Holdings and its Subsidiaries the Consolidated Group 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 Holdings and its Subsidiaries the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case to the extent required under GAAP. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebyGAAP, except as otherwise expressly noted therein, and ; (ii) fairly present present, the financial condition of Holdings (A) the Parent Entity and its Subsidiaries on a consolidated basis and (B) Xxxxxxxx Xxxxxx Grocery Center REIT II Inc. and its Subsidiaries on a consolidated basis, in each case 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 Holdings (A) the Parent Entity and its Subsidiaries on a consolidated basis and (B) Xxxxxxxx Xxxxxx Grocery Center REIT II Inc. and its Subsidiaries on a consolidated basis, in each case as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the date basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Closing Date Audited Financial StatementsConsolidated Group as of the dates thereof and for the periods covered thereby. (d) Since June 30, 2018, 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 the consolidated financial condition of Holdings 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 Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and material Indebtedness, in each case, to the extent required by GAAP. (b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries (x) dated August 19for the fiscal quarter ended June 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2022, and the related unaudited consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the date thereof such date, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereintherein or as otherwise permitted pursuant to Section 1.03, and (ii) fairly present the consolidated financial condition of Holdings 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 material liabilities, direct or contingent, of Holdings the Borrower and its consolidated Subsidiaries as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and material Indebtedness, in each case, to the extent required by GAAP. (c) Since the date of the Closing Date Audited Financial Statements, there has been no event or circumstancecondition, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect. (d) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 Holdings 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 Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof 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 consolidated financial condition of Holdings 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)) above, to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth . (c) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) in all material indebtedness respects the consolidated financial condition, results of operations and other liabilities, direct or contingent, cash flows of Holdings the Borrower and its consolidated Subsidiaries as of the date of such financial statements, including liabilities dates thereof and for taxes, material commitments and Indebtednessthe periods covered thereby except to the extent not required to be disclosed in accordance with GAAP. (cd) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements financial statements delivered (x) on the Closing Date, and (y) thereafter pursuant to Section Sections 6.01(a) and 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of Holdings 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 thereintherein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated balance sheet financial statements of Holdings the Borrower and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof fiscal quarter ending June 30, 2017 (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 Holdings the Borrower 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 year-end audit adjustments. Schedule 5.05 sets forth ); and (iii) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its consolidated Subsidiaries as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 the financial condition of Holdings the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, Indebtedness of Holdings the Company 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 balance sheet of Holdings the Company and its Subsidiaries (x) dated August 19June 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2014, and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that 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 Holdings the 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 financial statements delivered pursuant to Section 4.01(a)(x) accurately present the pro forma financial position of Holdings the Company and its Subsidiaries on a consolidated basis as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings date thereof and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transactionconsummation of the Transactions to be effected on or before the Closing Date; provided that (A) such pro forma financial statements shall, all in the case of the fiscal quarter ending June 30, 2014, include adjustments applied in accordance with GAAPRegulation 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. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings the Company and its Subsidiaries delivered pursuant to Section 6.01(c4.01 or Section 6.01(d) were prepared in good faith on based upon assumptions believed by the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing 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 delivery of which are beyond the Company’s control; that such forecasts, by their nature, are inherently uncertain and represented, at no assurances are being given that the time of delivery, the Borrower’s best estimate of its future financial condition and performance, it being recognized that results reflected in such forecasts are not to will be viewed as facts achieved; and that actual results may differ significantly from projected results (such forecasts, and such differences may be material) and no assurance can be given that the projected results will be realized).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 the financial condition of Holdings and its Subsidiaries the Consolidated Parties, on a consolidated basis, 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 Holdings and its Subsidiaries the Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, that in each case is material in relation to the business, operations, properties, assets or condition (financial or otherwise) of the Consolidated Parties. (b) The unaudited consolidated balance sheet sheets of Holdings and its Subsidiaries (x) the Consolidated Parties dated August 19June 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2017, and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that 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 Holdings and its Subsidiaries the 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. Except as otherwise set forth on Schedule 5.05 sets 5.05, such financial statements set forth all material indebtedness and other liabilities, direct or contingent, of Holdings and its consolidated Subsidiaries the Consolidated Parties as of the date of such financial statementsJune 30, 2017, including liabilities for taxes, material commitments and Indebtedness, that in each case is material in relation to the business, operations, properties, assets or condition (financial or otherwise) of the Consolidated Parties. (c) Since the date of the Closing Date 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 sheets of Holdings and its Subsidiaries the Consolidated Parties as at August 19of June 30, 2012 2017, and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries the Consolidated Parties for the eight three (8) 3) months then ended, 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 Holdings and its Subsidiaries the Consolidated Parties as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries the Consolidated Parties for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 financial condition of Holdings the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet financial statements of Holdings the Company and its Subsidiaries (x) Subsidiaries, dated August 19March 31, 20122018, and (y) thereafter delivered contained in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for quarterly report on Form 10-Q filed with the Fiscal Quarter ended on the date thereof SEC (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and subject to the absence of footnotes and ordinary, good faith year end audit adjustments; (ii) fairly present in all material respects the financial condition of Holdings the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) ; and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Company and its consolidated Subsidiaries as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, certified by the chief financial officer or treasurer As of the BorrowerClosing Date, copies of which have been furnished to each Lenderthere exists no Project Debt, fairly present the consolidated pro forma financial condition of Holdings and its Subsidiaries other than as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended specifically identified on such date, in each case giving effect to the Transaction, all in accordance with GAAPSchedule 5.05(d). (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) (i) The Audited Annual Financial Statements delivered of Holdings and its Subsidiaries (x) on the Closing Date, and (y) thereafter pursuant to Section 6.01(a) (iA) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iiB) fairly present the financial condition of Holdings 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 (iiiC) show all material indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. Indebtedness to the extent required by GAAP and (bii) The unaudited consolidated balance sheet the Quarterly Financial Statements of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (iA) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iiB) fairly present the financial condition of Holdings 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 this clause (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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (cb) Since the date of the Closing Date 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. (dc) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19Restatement Financial Projections, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for Second Restatement Financial Projections, the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date Third Restatement Financial Projections and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, sheet and statements of income and cash flows of Holdings 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 Holdings believed to be reasonable 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements financial statements delivered (x) on the Closing Date, and (y) thereafter pursuant to Section Sections 6.01(a) and 6.01(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 Holdings 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 thereintherein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof 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 the financial condition of Holdings the Borrower 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 year-end audit adjustments. Schedule 5.05 sets forth ); and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its consolidated Subsidiaries as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date Audited Financial StatementsDecember 31, 20172018, 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements most recent audited financial statements delivered (x) on or prior to the Closing DateDate or, and (y) thereafter if later, pursuant to Section 6.01(a) (i8.1(a) 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 Holdings 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 Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of Holdings the Borrowers and its each of their respective 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 Borrowers and each of the Subsidiaries as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness. (b) The most recent unaudited financial statements of the Borrowers and each of their respective Subsidiaries delivered on or prior to the Closing Date (together with the audited financial statements delivered pursuant to Section 6.5(a) above, the “Statements”) or, if later, pursuant to Section 8.1(b) and the related statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on that date each (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and subject, in the case of the financial statements delivered on or prior to the Closing Date and any financial statements delivered pursuant to Section 8.1(b), to changes resulting from normal year-end adjustments and the absence of footnotes, and (ii) fairly present in all material respects the financial condition of the Borrowers and each of the Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date Audited Financial Statementsmost recent financial statements delivered pursuant to Section 8.1(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 pro forma balance sheet of Holdings financial projections and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheetsheets, statements of income and statements of cash flows of Holdings the Borrowers and its each of their Subsidiaries delivered pursuant to Section 6.01(cthe Lenders (the “Projections”) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair believed by the Borrowers to be reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s Borrowers’ best estimate of its future financial condition and performance, it being recognized understood that projections and forecasts as to future events are not to be viewed as facts and that actual results may differ significantly vary materially from projected results such forecasts. (e) The pro forma balance sheets of the Borrowers and their respective Subsidiaries delivered on or prior to the Closing Date, fairly present in all material respects the pro forma financial condition of the Borrowers and the Subsidiaries as at such differences may date all in accordance with GAAP. (f) As of the Closing Date, the Borrowers shall be materialin pro forma compliance with the requirements of Section 9.16, determined as of the last day of the Test Period ended March 31, 2022, after giving pro forma effect to (1) the making of the initial Loans or Letter of Credit Borrowing on the Closing Date and no assurance can be given that (2) the projected results will be realizedpayment of all legal, accounting and other fees related thereto to the extent known at the time of the Closing Date.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 financial condition of Holdings 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 Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof 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 Holdings 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 Holdings the Borrower and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 the financial condition of Holdings the US 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 Holdings the US Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited condensed consolidated balance sheet of Holdings the US Borrower and its Subsidiaries (x) dated August 19November 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2015, and the related condensed consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter three-month period ended on the that 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 Holdings the US 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 certain footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth , and (iii) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of Holdings the US Borrower and its consolidated Subsidiaries as of the date of such financial statements, not otherwise reflected in the most recent statements furnished pursuant to Section 6.01(a), including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 (other than the matters specifically disclosed in Schedules 5.06, 5.09 and 5.12). (d) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 the financial condition of Holdings the Opco 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 Holdings the Opco 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 pro forma consolidated balance sheet statement of Holdings financial position of the Opco Borrower and its Subsidiaries (x) and Unrestricted Subsidiaries dated August 19June 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2013, and the related consolidated statements statement of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that 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 Holdings Opco 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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. (d) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 the consolidated financial condition of Holdings and its Subsidiaries the Borrower as of the date thereof and their its consolidated 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 Holdings the Borrower and its Subsidiaries as of the date thereofthereof to the extent required by GAAP, including liabilities for taxes, material commitments and IndebtednessIndebtedness to the extent required by GAAP. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the consolidated financial condition of Holdings and its Subsidiaries the Borrower as of the date thereof and their its consolidated results of operations for the period covered thereby, except as expressly noted therein, and 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 Holdings the Borrower and its consolidated Subsidiaries as of the date of such financial statementsthereof to the extent required by GAAP, including liabilities for taxes, material commitments and IndebtednessIndebtedness to the extent required by GAAP. (c) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 the consolidated financial condition of Holdings WFS and its Subsidiaries as of the date thereof and their consolidated 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 Holdings WFS and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet sheets of Holdings WFS and its Subsidiaries (x) dated August 19June 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2010, and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that 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 consolidated financial condition of Holdings WFS 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 forecasted balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings WFS and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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 that were fair reasonable 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, it being recognized understood that projections, forecasts and other forward looking information are not subject to be viewed as facts significant contingencies and uncertainties, many of which are beyond the control of WFS and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results such projections and forecasts will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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; and (ii) fairly present present, in all material respects, the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in members’ 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 Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b)Subsidiaries, and the related consolidated statements of income or operations, stockholdersand members’ equity and cash flows for the applicable Fiscal Quarter ended on the date thereof Quarter, in each case 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 present, in all material respects, the financial condition of Holdings 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 reasonably be expected to have a Material Adverse Effect. (di) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19Base Case Model, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 Construction Budget and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 6.01(c) were Operating Budget has been prepared in good faith on using assumptions believed by the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing Borrower to be reasonable at the time of delivery of such forecastsmade, and representedconsistent, at in all material respects, with the time relevant provisions of deliverythe applicable Material Project Documents; provided that the projections set forth in the Base Case Model, the Borrower’s best estimate of its future financial condition and performanceany such Construction Budget or any such Operating Budget, it being recognized that forecasts in each case, are not to be viewed as facts and that actual results during the period or periods covered thereby may differ significantly from projected results (such projections and such differences may be material; (ii) and no assurance can be given with respect to any Operating Budget, during the period covered thereby, indicate that the projected results estimated O&M Costs with respect to the Projects will not exceed funds available to pay O&M Costs with respect to the Projects; and (iii) with respect to any Construction Budget, indicate that the estimated Project Costs required for the applicable Project to achieve Commercial Operation and Completion by such Project’s Project Date Certain do not exceed the amount available to be realizeddisbursed under the Revolving Credit Facility, the proceeds of any Equity Contributions on deposit or to be deposited in the Revenue Account or any Local Account, and any amounts to be provided pursuant to any Sponsor Equity Commitment or Permitted Tax Equity Arrangements, in the aggregate.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 financial condition of Holdings 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 Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries (x) dated August 19June 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2018, and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that 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 Holdings 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 Holdings 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, including liabilities Borrower filed with the SEC for taxes, material commitments and Indebtednessthe most recent fiscal quarter ended prior to the Closing Date. (c) Since the date of the Closing Date 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 pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 the consolidated financial condition of Holdings 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 Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and material Indebtedness, in each case, to the extent required by GAAP. (b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries (x) dated August 19for the fiscal quarter ended June 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2021, and the related unaudited consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the date thereof such date, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereintherein or as otherwise permitted pursuant to Section 1.03, and (ii) fairly present the consolidated financial condition of Holdings 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 material liabilities, direct or contingent, of Holdings the Borrower and its consolidated Subsidiaries as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and material Indebtedness, in each case, to the extent required by GAAP. (c) Since the date of the Closing Date Audited Financial Statements, there has been no event or circumstancecondition, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect. (d) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on furnished to the Closing Date, Administrative Agent and (y) thereafter pursuant to Section 6.01(a) 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 the financial condition of Holdings the Borrower and its Consolidated Subsidiaries as of the date thereof 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 liabilitiesmaterial liabilities (to the extent required to be shown by GAAP), direct or contingent, of Holdings the Borrower and its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness[intentionally omitted]. (c) [intentionally omitted]. (d) Since the date of the Closing Date Audited Financial StatementsDecember 31, 2020, 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. (de) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma financial statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect delivered to the TransactionAdministrative Agent and each Lender pursuant to Sections 6.01(a) and 6.01(b), all (i) will be prepared in accordance with GAAP. , except as otherwise noted therein and except as otherwise permitted by Section 6.01(a) and 6.01(b) and (eii) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements will fairly present the financial condition of income and cash flows of Holdings the Borrower and its Consolidated Subsidiaries delivered pursuant to Section 6.01(c) were prepared in good faith on the basis as of the assumptions stated thereindate thereof and their results of operations for the period covered thereby in accordance with GAAP, which assumptions were fair in light subject to the absence of the conditions existing at the time of delivery of such forecastsfootnotes, required formatting, and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realizednormal year-end audit adjustments.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements financial statements delivered (x) on the Closing Date, and (y) thereafter pursuant to Section Sections 6.01(a) and 6.01(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 Holdings 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 thereintherein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof 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 the financial condition of Holdings the Borrower 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 year-end audit adjustments. Schedule 5.05 sets forth ); and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its consolidated Subsidiaries as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date Audited Financial StatementsDecember 31, 2021, 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements financial statements delivered (x) on the Closing Date, and (y) thereafter pursuant to Section Sections 6.01(a) and 6.01(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 Holdings 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 thereintherein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof 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 the financial condition of Holdings the Borrower 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 year-end audit adjustments. Schedule 5.05 sets forth ); and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its consolidated Subsidiaries as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date Audited Financial StatementsDecember 31, 2017, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on and the Closing Date, and (y) thereafter pursuant to Section 6.01(a) Giant 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 Holdings the Borrower and the Western Subsidiaries or Giant and its Subsidiaries Subsidiaries, as applicable, 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 thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and the Western Subsidiaries or Giant and its Subsidiaries Subsidiaries, as applicable, as of the date dates thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The following representation and warranty shall be deemed made by the Borrower at the time it delivers financial statements pursuant to Section 6.01(b) for the quarter ended September 30, 2007: the unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries (x) dated August 19September 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2007, and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarters ended on the such 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 Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period periods 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date dates of the Closing Date Audited Financial Statements and the Giant 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Initial Financial Statements delivered (x) on the Closing Date, and (y) thereafter pursuant to Section 6.01(a) (i) were prepared in accordance conformity with GAAP consistently applied throughout in all material respects for the period periods covered thereby, except as otherwise expressly noted therein; and (ii) fairly present present, in all material respects, the financial condition position of Holdings the Borrower and its Subsidiaries on a consolidated basis 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 Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subjecteach case, in the case of clauses (i) and (ii)conformity with GAAP, to the absence of footnotes and subject to normal year-end audit adjustments. Schedule 5.05 sets forth adjustments and the absence of all material indebtedness and other liabilities, direct or contingent, of Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtednessrelated notes. (cb) Since the date of the last day of the period covered in the Initial Financial Statements to and including the Closing Date Audited Financial StatementsDate, there has been no Disposition by the Borrower or any Restricted Subsidiary outside the ordinary course of business, or any Involuntary Disposition, of any material part of the business or property of the Borrower or any Subsidiary, and no material purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) outside the ordinary course of business, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or otherwise disclosed in writing to the Lenders on or prior to the Closing Date. (c) The financial statements delivered pursuant to Sections 6.01(a) and (b) have been prepared in conformity with GAAP throughout the periods covered thereby and, except as may otherwise be permitted under Sections 6.01(a) and (b), fairly present, in all material respects (on the basis disclosed in the footnotes to such financial statements for the audited financials), the consolidated financial position of the Borrower and its Subsidiaries on a consolidated basis and the results of their operations and cash flows as of the dates thereof and for the periods covered thereby. (d) Since December 31, 2021, 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 the consolidated financial condition of Holdings WFS and its Subsidiaries as of the date thereof and their consolidated 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 Holdings WFS and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet sheets of Holdings WFS and its Subsidiaries (x) dated August 19June 30, 2012, and (y) thereafter 2013 delivered in connection with Section 6.01(b)pursuant to the Existing Credit Agreement, and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that 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 consolidated financial condition of Holdings WFS 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 forecasted balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings WFS and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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 that were fair reasonable 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, it being recognized understood that projections, forecasts and other forward looking information are not subject to be viewed as facts significant contingencies and uncertainties, many of which are beyond the control of WFS and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results such projections and forecasts will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 financial condition of Holdings Pacer 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 Holdings Pacer and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case to the extent required by GAAP. (b) The unaudited consolidated balance sheet of Holdings Pacer and its Subsidiaries as of the end of any fiscal quarter or month of the Borrowers delivered to the Administrative Agent and each Lender under Section 6.01(b) and (x) dated August 19c), 2012respectively, and (y) thereafter delivered in connection with Section 6.01(b), and the any related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof such fiscal quarter or month (i) were will be prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) will fairly present in all material respects the financial condition of Holdings Pacer 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since All financial projections and forecasts delivered to the date Lenders in connection herewith were prepared in good faith on the basis of the Closing Date Audited Financial Statementsassumptions stated therein, which assumptions were believed by the Borrowers to be reasonable in light of the conditions existing at the time of delivery of such projections and forecasts, and represented, at the time of delivery, the Borrowers’ best estimate of its future financial condition and performance (it being understood that nothing contained in this Section 5.05(c) shall constitute a representation or warranty that the results forecasted by such projections or forecasts will be achieved). (d) Since December 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on furnished to the Closing Date, Administrative Agent and (y) thereafter pursuant to Section 6.01(a) 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 the financial condition of Holdings the Borrower and its Consolidated Subsidiaries as of the date thereof 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 liabilitiesmaterial liabilities (to the extent required to be shown by GAAP), direct or contingent, of Holdings the Borrower and its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness[intentionally omitted]. (c) [intentionally omitted]. (d) Since the date of the Closing Date Audited Financial Statementsmost recent audited financial statements delivered 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. (de) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma financial statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect delivered to the TransactionAdministrative Agent and each Lender pursuant to Sections 6.01(a) and 6.01(b), all (i) will be prepared in accordance with GAAP. , except as otherwise noted therein and except as otherwise permitted by Section 6.01(a) and 6.01(b) and (eii) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements will fairly present the financial condition of income and cash flows of Holdings the Borrower and its Consolidated Subsidiaries delivered pursuant to Section 6.01(c) were prepared in good faith on the basis as of the assumptions stated thereindate thereof and their results of operations for the period covered thereby in accordance with GAAP, which assumptions were fair in light subject to the absence of the conditions existing at the time of delivery of such forecastsfootnotes, required formatting, and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realizednormal year-end audit adjustments.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 the financial condition of Holdings 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 Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet sheets of Holdings the Borrower and its Subsidiaries (x) dated August 19September 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2013, and the related consolidated statements of income or operations, stockholderspartners’ equity capital and cash flows for the Fiscal Quarter fiscal quarter ended on the that 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 Holdings 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 consolidated forecasted balance sheet of Holdings and its Subsidiaries as at August 19sheets, 2012 and the related consolidated pro forma statements of income operations and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings Borrower and its Subsidiaries delivered pursuant to Section 6.01(c4.01(a)(xvii) 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 performanceperformance for the period covered thereby. (d) Since the date of the Audited Financial Statements, it being recognized there has been no event or circumstance, either individually or in the aggregate, that forecasts are not has had or could reasonably be expected to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realizedhave a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on for the Closing Datefiscal year ended December 31, and (y) thereafter pursuant to Section 6.01(a) 2018, (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 Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP Applicable Accounting Principles consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show fairly present, in all material indebtedness and other liabilitiesrespects, direct or contingent, the consolidated financial condition of Holdings the Company and its Subsidiaries as of the date thereofthereof and their results of operations, including liabilities cash flows and changes in shareholders’ equity for taxesthe period covered thereby in accordance with the Applicable Accounting Principles consistently applied throughout the period covered thereby, material commitments and Indebtednessexcept as otherwise expressly noted therein. (b) The last unaudited consolidated balance sheet sheets of Holdings the Company and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b)made available to the Agent or to the Purchasers prior to the Purchase Date, and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP the Applicable Accounting Principles consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present present, in all material respects, the financial condition of Holdings the 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since Except with respect to the Mojave Matter, since December 31, 2018 (or the date of the Closing Date Audited Financial StatementsStatements most recently delivered hereunder), 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 pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheetsheets, statements of income and cash flows of Holdings the Company and its Subsidiaries delivered pursuant to Section 6.01(c) the Purchasers in connection with the issuance of the Notes were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the BorrowerCompany’s best estimate of its future financial condition and performance, it being recognized understood that such forecasts are not to be viewed as facts and that actual results are subject to significant uncertainties and contingencies, many of which may differ significantly from projected results be beyond the control of the Company and its Subsidiaries (and such differences that may be material) and that no assurance can be given that the projected results any such forecast will be realized. (e) Schedule 6.5 sets forth all Material Indebtedness for Borrowed Money, of the Company and its consolidated Subsidiaries as of the date of such financial statements.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 financial condition of Holdings 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 Holdings 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). (b) The unaudited consolidated balance sheet sheets of Holdings the Borrower and its Subsidiaries (x) dated August 19March 31, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2019, and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that 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 Holdings 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited C&J Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 financial condition of Holdings C&J 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 Holdings C&J and its Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and Indebtedness. (b) The unaudited Audited Red Lion Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the consolidated balance sheet financial condition of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements Red Lion Business as of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof and its 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 Red Lion Business as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness. (c) The Quarterly Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings C&J and its Restricted Subsidiaries or the Red Lion Business, as applicable, as of the date thereof and their or 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (cd) Since the date of the Closing Date most recent 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 reasonably be expected to have a Material Adverse Effect. (de) The consolidated unaudited pro forma combined balance sheet and related pro forma combined statement of Holdings operations of the Parent and its Subsidiaries as at August 19, 2012 of and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, certified by twelve-month period ending on the chief financial officer or treasurer last day of the Borrower, copies of which have been furnished most recently completed four-fiscal quarter period ended at least 45 days prior to each Lender, the Closing Date and delivered pursuant to Section 4.01 fairly present in all material respects the consolidated combined pro forma financial condition of Holdings the Parent and its Subsidiaries as at of such date and the consolidated combined pro forma results of operations of Holdings the Parent and its Subsidiaries for the period ended on such date, in each case giving effect to the Transactionperiod, all in accordance with GAAPGAAP (it being understood that such financial statements do not include any adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R))). (ef) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings Parent and its Restricted 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 BorrowerParent’s best estimate of its future financial condition and performance, it being recognized recognizing that forecasts there are not to be viewed as facts industry-wide risks normally associated with the types of business conducted by Parent and its Restricted Subsidiaries and that actual results may differ significantly from projected results Parent does not warrant that such forecasts and estimates will ultimately prove to have been accurate in any respect (and such differences may be material) and no assurance can be given that the projected results will be realizedmaterial or immaterial).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) Subject to the Public Filings, the audited consolidated statement of financial condition of the Borrower and its Subsidiaries as at December 31, 2014 and the related statements of operations and cash flows for the fiscal year ended on the Closing Date, and (y) thereafter pursuant to Section 6.01(a) such date (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 Holdings the Borrower and its Consolidated 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 therebyGAAP, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and thereof (other than intercompany Indebtedness). (b) The Subject to the Public Filings, the unaudited consolidated balance sheet statement of Holdings financial condition of the Borrower and its Subsidiaries (x) dated August 19June 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2015, and the related consolidated statements of income or operations, stockholders’ equity operations and cash flows for the Fiscal Quarter fiscal quarter ended on the that 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 Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations and cash flows 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 Holdings the Borrower and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and thereof (other than intercompany Indebtedness). (c) Since the date of the Closing Date Audited Financial StatementsJune 30, 2015, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on of the Closing Date, Borrower and (y) thereafter pursuant to Section 6.01(a) 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 Holdings 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 Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries (x) dated August 19March 31, 20122016,2019 and June 30, 2016 and (y) thereafter delivered in connection with Section 6.01(b)September 30, 20162019 and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarters ended on the date thereof 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 Holdings 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date last 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 6.01(c4.01(a)(xiivii) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair believed to be reasonable in light of the conditions existing at the time of delivery of such forecastsforecasts (it being understood that any such information is subject to significant uncertainties and contingencies, and represented, at the time many of delivery, which are beyond the Borrower’s best estimate of its future financial condition and performancecontrol, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will future developments addressed in such information can be realized).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on pro forma condensed combined unaudited financial statements of earnings of the Closing DateBorrower and its Subsidiaries for the six months ended December 31, 2008 and (y) thereafter pursuant to Section 6.01(a) the pro forma condensed combined balance sheet of the Borrower and its Subsidiaries for December 31, 2008 (i) were derived from historical combined financial statements included in the Form 10 which were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the pro-forma financial condition of Holdings 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 therebythereof, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, taxes and material commitments and Indebtednesscommitments. (b) The unaudited consolidated pro forma condensed combined financial statements of earnings and balance sheet of Holdings the Borrower and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter nine months ended on the date thereof March 31, 2009 (i) were derived from historical combined financial statements included in the Form 10 which were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present the pro-forma financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered therebythereof, 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 and other liabilities, direct or contingent, of Holdings the Borrower and its consolidated Subsidiaries as of the date of such financial statementsthereof, including liabilities for taxes, taxes and material commitments and Indebtednesscommitments. (c) Since Except as publicly disclosed in a filing with the SEC prior to the date of the Closing Date Audited Financial Statementshereof and as disclosed on Schedule 5.06, since June 30, 2008, 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 financial condition of Holdings 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 Holdings 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). (b) The unaudited consolidated balance sheet sheets of Holdings the Borrower and its Subsidiaries (x) dated August 19March 31, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2015, and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that 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 Holdings 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Each of the Audited Financial Statements delivered (x) on and the Closing Dateaudited financial statements for the six months ended June 30, and (y) thereafter pursuant to Section 6.01(a) 2006 (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 Holdings the Company and its Subsidiaries the Operating Subsidiary 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 Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be shown therein in accordance with GAAP (or, in the case of the financial statements of the Company provided on the date of this Agreement, to the best knowledge of Holdings and the Borrower, show all material indebtedness and other liabilities, direct or contingent, of the Company and the Operating Subsidiary, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be shown therein in accordance with GAAP). (b) The unaudited consolidated balance sheet of Holdings the Company and its Subsidiaries (x) dated August 19March 31, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2007, and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that 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 Holdings the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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. (d) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19December 31, 2012 2006, and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) twelve months then ended, certified by the chief financial officer or treasurer of the Borrower, copies of which have been furnished to each Lenderthe Administrative Agent, fairly present in all material respects the consolidated pro forma financial condition of Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAPGAAP except with respect to the adjustments set forth on Schedule 5.05(d). (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01 or 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, it being recognized by the Lenders, however, that forecasts projections as to future events are not to be viewed as facts or guarantees of future performance and that actual results during the period or periods covered by such projections may differ significantly from the projected results (and that such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements financial statements delivered (x) on the Closing Date, and (y) thereafter pursuant to Section Sections 6.01(a) and 6.01(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 Holdings 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 thereintherein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof 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 the financial condition of Holdings the Borrower 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 year-end audit adjustments. Schedule 5.05 sets forth ); and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its consolidated Subsidiaries as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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. (d) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter pursuant to Section 6.01(a) (i) were prepared in accordance with GAAP consistently applied throughout in effect on the period covered therebypreparation date thereof, except as otherwise expressly noted therein; (ii) fairly present the financial condition of Holdings and its Subsidiaries the Consolidated Group 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 Holdings and its Subsidiaries the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case to the extent required under GAAP. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebyGAAP, except as otherwise expressly noted therein, and ; (ii) fairly present present, the financial condition of Holdings (A) the Parent Entity and its Subsidiaries on a consolidated basis and (B) Xxxxxxxx Xxxxxx Grocery Center REIT II Inc. and its Subsidiaries on a consolidated basis, in each case 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 Holdings (A) the Parent Entity and its Subsidiaries on a consolidated basis and (B) Xxxxxxxx Xxxxxx Grocery Center REIT II Inc. and its Subsidiaries on a consolidated basis, in each case as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the date basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Closing Date Audited Financial StatementsConsolidated Group as of the dates thereof and for the periods covered thereby. (d) Since March 31, 2021, 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 the consolidated financial condition of Holdings WFS and its Subsidiaries as of the date thereof and their consolidated 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 Holdings WFS and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet sheets of Holdings WFS and its Subsidiaries (x) dated August 19June 30, 2012, and (y) thereafter 2016 delivered in connection with Section 6.01(b)pursuant to the Existing Credit Agreement, and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that 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 consolidated financial condition of Holdings WFS 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 forecasted balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings WFS and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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 that were fair reasonable 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, it being recognized understood that projections, forecasts and other forward looking information are not subject to be viewed as facts significant contingencies and uncertainties, many of which are beyond the control of WFS and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results such projections and forecasts will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 financial condition of Holdings and its Subsidiaries the Borrower as of the date thereof and their its 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 (iii) show all material indebtedness and other liabilities, direct or contingent, Indebtedness of Holdings 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 balance sheet of Holdings and its Subsidiaries (x) dated August 19the Borrower as of March 31, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2024, and the related consolidated statements of income or operations, stockholders’ equity comprehensive income (loss) and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of Holdings and its Subsidiaries the Borrower as of the date thereof and their results of operations and cash flows 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP[Reserved]. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings the Borrower and its Restricted Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on based upon assumptions believed by the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing 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 delivery of which are beyond the Borrower’s control; that such forecasts, by their nature, are inherently uncertain and represented, at no assurances are being given that the time of delivery, the Borrower’s best estimate of its future financial condition and performance, it being recognized that results reflected in such forecasts are not to will be viewed as facts achieved; and that actual results may differ significantly from projected results (such forecasts, and such differences may be material) and no assurance can be given that the projected results will be realized).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 financial condition of Holdings and its Subsidiaries the Borrower as of the date thereof and their its 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 Holdings and its Subsidiaries the Borrower as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof 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 Holdings and its Subsidiaries the Borrower 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 ; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings and its consolidated Subsidiaries the Borrower as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since The financial statements delivered pursuant to Section 6.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 6.01(a) and (b)) and present fairly (on the date basis disclosed in the footnotes to such financial statements) the financial condition, results of operations and cash flows of the Closing Date Audited Financial StatementsBorrower as of the dates thereof and for the periods covered thereby. (d) Since February 29, 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. (d) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements financial statements delivered (x) on the Closing Date, and (y) thereafter pursuant to Section Sections 6.01(a) and 6.01(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 Holdings 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 thereintherein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof 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 the financial condition of Holdings the Borrower 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 year-end audit adjustments. Schedule 5.05 sets forth ); and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its consolidated Subsidiaries as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date Audited Financial StatementsDecember 31, 2023, 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 the financial condition of Holdings and its Subsidiaries the Borrower 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 Holdings and its Subsidiaries the Borrower as of the date thereof, including liabilities for taxes, material commitments and Indebtednessindebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present the financial condition of Holdings and its Subsidiaries the Borrower 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 Holdings and its consolidated Subsidiaries the Borrower as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtednessindebtedness. (c) The financial statements delivered pursuant to Section 6.01(a) and (b) have been prepared in accordance with GAAP (except as otherwise expressly noted therein or as may be permitted under Section 6.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the financial condition, results of operations and cash flows of the Borrower as of the dates thereof and for the periods covered thereby. (d) Since the date of the Closing Date Audited Annual 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. (d) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on and the Closing Date, and (y) thereafter 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) Unaudited Financial Statements fairly present in all material respects the financial condition position of Holdings Holding 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 therein or contingent, of Holdings and its Subsidiaries as in Schedule 4.05 hereto. Since the beginning of the date thereoffiscal year ended September 30, including liabilities for taxes2022, there has not been any material commitments and Indebtednessweakness or significant deficiency with respect to Holding’s internal controls, except as expressly noted in Schedule 4.05 hereto. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19Since September 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date Audited Financial Statements2022, 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. (dc) The forecasts of consolidated pro forma balance sheet of Holdings sheets, income statements and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma cash flow statements of income and cash flows of Holdings Holding and its Subsidiaries for the eight (8) months then endedfiscal years ending September 30, certified by the chief financial officer or treasurer of the Borrower2023, 2024 and 2025, copies of which have been furnished to each Lender, fairly present the consolidated pro forma financial condition of Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect Administrative Agent prior to the TransactionClosing Date, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 6.01(c) were have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing believed to be reasonable at the time of delivery preparation of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance, it being recognized that forecasts are not to be viewed as facts and understood that actual results may differ significantly vary materially and adversely from projected results such forecasts. (d) As of the Closing Date, after giving effect to the Transactions, none of the Parents, the Borrowers or any of their respective Subsidiaries has any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) such liabilities as are set forth in the financial statements described in clause (a) of this Section 4.05, (ii) obligations arising under this Agreement, the ABL Loan Documents and such differences may be materialthe Senior Notes and (iii) and no assurance can be given that liabilities incurred in the projected results will be realizedordinary course of business).

Financial Statements; No Material Adverse Effect. (a) The Audited Annual Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 the financial condition of Holdings and its Subsidiaries the Borrower 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 Holdings and its Subsidiaries the Borrower as of the date thereof, including liabilities for taxes, material commitments and Indebtednessindebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present the financial condition of Holdings and its Subsidiaries the Borrower 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 Holdings and its consolidated Subsidiaries the Borrower as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtednessindebtedness. (c) The financial statements delivered pursuant to Section 6.01 (a) and (b) have been prepared in accordance with GAAP (except as otherwise expressly noted therein or as may be permitted under Section 6.01 (a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the financial condition, results of operations and cash flows of the Borrower as of the dates thereof and for the periods covered thereby. (d) Since the date of the Closing Date Audited Annual 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. (d) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 financial condition of Holdings 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 Holdings 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). (b) The unaudited consolidated balance sheet sheets of Holdings the Borrower and its Subsidiaries (x) dated August 19September 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2009, and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that 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 Holdings 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements have been delivered (xto the Administrative Agent under Section 3.01(a)(ix) on the Closing Date, and (y) thereafter 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 financial condition of Holdings 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 Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and IndebtednessIndebtedness that are required to be reflected on a balance sheet prepared in accordance with GAAP. (b) The unaudited consolidated balance sheet sheets of Holdings the Borrower and its Subsidiaries (x) dated August 19June 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2013, and the related consolidated statements of income or operations, stockholders’ equity operations and cash flows for the Fiscal Quarter fiscal quarter ended on that date have been delivered to the date thereof Administrative Agent under Section 3.01(a)(ix) and (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 Holdings 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) The financial forecasts of the Borrower and its Subsidiaries delivered to the Administrative Agent pursuant to Section 3.01(a)(ix) were prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made (it being understood that such projections are subject to significant uncertainties and contingencies and that no assurance can be given that any particular projections will be realized). (d) Since the date of the Closing Date 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 pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 financial condition of Holdings 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 Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and IndebtednessIndebtedness required to be shown thereon in accordance with GAAP. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof 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 Holdings 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 Holdings the Borrower and its consolidated Subsidiaries as of the date of such financial statementsthereof, including liabilities for taxesTaxes, material commitments and IndebtednessIndebtedness required to be shown thereon in accordance with GAAP. (c) The Pro Forma Financial Statements fairly present in all material respects (with respect to the effect of the Proleukin® Transaction, based on assumptions derived from unaudited historical financial information provided by Novartis) the consolidated pro forma financial condition (giving effect to all elements of the Transaction to be effected on or before the Closing Date) of the Borrower and its Subsidiaries as at September 30, 2009, and the consolidated pro forma results of operations of the Borrower and its Subsidiaries for the 12-month period ended on such date, all in accordance with GAAP, subject to the absence of footnotes and to normal year-end audit adjustments. (d) From the date of the Audited Financial Statements to and including the Closing Date, there has been no receipt of an Extraordinary Receipt by the Borrower or any Subsidiary, no Disposition by the Borrower or any Subsidiary of any material part of the business or Property of the Borrower and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements (including the Interim Financial Statements) or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (e) The forecasts delivered pursuant to Section 5.01(c)(iv) 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 Borrower’s good faith estimate of its future financial performance during the period covered by such forecasts. The Administrative Agent, the L/C Issuer and the Lenders hereby acknowledge that forecasts and estimates of future financial performance are inherently uncertain and no assurances have been given, and no representations or warranties have been made by any Loan Party, that the results reflected in the forecasts will be achieved. (f) Since the date of the Closing Date Audited Financial Statements, 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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; and (ii) fairly present the financial condition of Holdings 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 Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.results (b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries (x) dated August 19September 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2023, and the related unaudited consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that 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 Holdings 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 . (c) The December 31, 2022 Annual Statement of each Insurance Subsidiary that is a Domestic Subsidiary and other liabilitiesthe September 30, direct or contingent2023 Interim Statements of each Insurance Subsidiary that is a Domestic Subsidiary (i) were prepared in accordance with SAP consistently applied through the periods covered thereby, except as otherwise expressly noted therein; and (ii) fairly present the financial condition of Holdings and its consolidated Subsidiaries each Insurance Subsidiary as of the date thereof and their results of operations for the period covered thereby, subject, in the case of such financial statementsInterim Statements for clauses (i) and (ii), including liabilities for taxes, material commitments to the absence of footnotes and Indebtednessnormal year-end adjustments. (cd) Since the date of the Closing Date 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. (de) The consolidated pro forma balance sheet Neither the Borrower nor any of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered has any Off-Balance Sheet Liabilities except those permitted pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to 7.04. 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized5.06.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 financial condition of Holdings Borrower and its Subsidiaries on a consolidated basis 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 therebythereby (subject in the case of interim unaudited financial statements, except as otherwise expressly noted thereinto normal year-end adjustments and the absence of footnotes); and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings Borrower and its Subsidiaries Subsidiaries, on a consolidated basis, as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated and consolidating balance sheet sheets of Holdings Borrower and its Subsidiaries (x) dated August 19December 31, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2016, and the related consolidated and consolidating statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that 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 Holdings Borrower and its Subsidiaries Subsidiaries, on a consolidated basis, 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 to the Disclosure Letter sets forth all material indebtedness and other liabilities, direct or contingent, of Holdings Borrower and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness, in each case to the extent not shown in such financial statements. (c) Since the date of the Closing Date Audited Financial Statements, (i) 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, (ii) Borrower has not mortgaged, pledged, granted a security interest in or otherwise encumbered any of its assets or properties except for Permitted Liens and except for Liens to secure the Existing Credit Agreement; (iii) there has been no Disposition by any Loan Party or any Subsidiary, or any Involuntary Disposition, of any material part of the business or property of any Loan Party or any Subsidiary; and (iv) there has been no purchase or other Acquisition by any of them of any WEST\275206959.13 business or property (including any Equity Interests of any other Person) material to any Loan Party or any Subsidiary, 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 Administrative Agent. Borrower is not aware of any fact, occurrence or circumstance which Borrower has not disclosed to Administrative Agent, the L/C Issuer and the Lenders in writing which has, or could reasonably be expected to have, a material adverse effect on Borrower’s or any other Loan Party’s ability to repay the Obligations or perform its obligations under this Agreement or the other Loan Documents. (d) The consolidated pro forma and consolidating forecasted balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings Borrower and its Subsidiaries delivered pursuant to Section 6.01(c) Administrative Agent prior to the Closing Date 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, performance (it being recognized understood that forecasts and projections are not to be viewed as facts and that actual results during the period or periods covered by the forecasts or projections may differ significantly from projected results (the forecasts and projections and that such differences may be material) and no assurance can be given that the projected results will be realized).

Financial Statements; No Material Adverse Effect. (a) (i) The Audited Annual Financial Statements delivered of Holdings and its Subsidiaries (x) on the Closing Date, and (y) thereafter pursuant to Section 6.01(a) (iA) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iiB) fairly present the financial condition of Holdings 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 (iiiC) show all material indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. Indebtedness to the extent required by GAAP and (bii) The unaudited consolidated balance sheet the Quarterly Financial Statements of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (iA) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iiB) fairly present the financial condition of Holdings 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 this clause (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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (cb) Since the date of the Closing Date 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. (dc) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19Restatement Financial Projections, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date Second Restatement Financial Projections and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, sheet and statements of income and cash flows of Holdings 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 Holdings believed to be reasonable 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 financial condition of Holdings the Facility Guarantor and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Facility Guarantor 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. (b) The unaudited consolidated and consolidating balance sheet sheets of Holdings the Facility Guarantor and its Subsidiaries (x) dated August 19September 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2015, and the related consolidated and consolidating statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that 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 Holdings the Facility Guarantor 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (ai) The Audited Annual Financial Statements delivered of Holdings and its Subsidiaries (x) on the Closing Date, and (y) thereafter pursuant to Section 6.01(a) (iA) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iiB) fairly present the financial condition of Holdings 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 (iiiC) show all material indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. Indebtedness to the extent required by GAAP and (bii) The unaudited consolidated balance sheet the Quarterly Financial Statements of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (iA) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iiB) fairly present the financial condition of Holdings 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 this clause (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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (cb) Since the date of the Closing Date 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. (dc) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19Restatement Financial Projections, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for Second Restatement Financial Projections, the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date Third Restatement Financial Projections and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, sheet and statements of income and cash flows of Holdings 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 Holdings believed to be reasonable 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 accordance with GAAP the financial condition of Holdings the Borrower and its Subsidiaries the Consolidated Entities (including the Consolidated Entities’ interest in the Unconsolidated Entities) 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 Holdings and its Subsidiaries the applicable parties as of the date thereof, including liabilities for taxes, material commitments and IndebtednessIndebtedness as required by GAAP. (b) The unaudited consolidated balance sheet sheets of Holdings the Borrower and its Subsidiaries the Consolidated Parties (xincluding the Consolidated Entities’ interest in the Unconsolidated Entities) dated August 19June 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2007, and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter calendar quarter ended on the that 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 accordance with GAAP the financial condition of Holdings and its Subsidiaries the parties identified therein 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 forth, as of the Closing Date, all material indebtedness Indebtedness for Money Borrowed of the Borrower, the Consolidated Entities and other liabilitiesthe Unconsolidated Entities, direct or contingentrespectively, of Holdings and its consolidated Subsidiaries as of the date of such financial statements. Without limiting the foregoing, including liabilities such list shall include all Indebtedness for taxes, material commitments and IndebtednessMoney Borrowed in excess of $10,000,000. (c) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements audited and unaudited financial statements delivered (x) on pursuant to Section 4.1(d)(i), or after the Closing Date, the most recent audited and (y) thereafter unaudited financial statements delivered pursuant to Section 6.01(a4.1(d)(i) , 6.1(a) or 6.1(b), as the case may be, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except (other than customary year-end adjustments for unaudited financial statements and the absence of footnotes from unaudited financial statements) and as otherwise expressly noted therein; , (ii) fairly present the financial condition of Holdings Parent 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 (other than customary year-end adjustments for unaudited financial statements and the period covered thereby, except as otherwise expressly noted therein; absence of footnotes from unaudited financial statements) and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings Parent and its Subsidiaries as of the date thereof, including material liabilities for taxesTaxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19Since December 31, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date Audited Financial Statements2015, 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. (dc) The consolidated pro forma balance sheet of Holdings Loan Parties and its their Subsidiaries as at August 19, 2012 have no Indebtedness other than Indebtedness permitted pursuant to Section 7.2 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, certified by the chief financial officer or treasurer of the Borrower, copies of which have been furnished no Contingent Obligations other than Contingent Obligations permitted pursuant to each Lender, fairly present the consolidated pro forma financial condition of Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAPSection 7.21. (ed) The Projections All financial performance projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheetAdministrative Agent, statements of income and cash flows of Holdings and its Subsidiaries including the financial performance projections delivered pursuant on or prior to Section 6.01(c) were prepared in the Closing Date, represent Parent’s best good faith estimate of future financial performance and are based on the basis of the assumptions stated therein, which assumptions were believed by Parent to be fair and reasonable 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realizedcurrent market conditions.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on audited consolidated balance sheet of the Closing DateBorrowers as of the end of, and (y) thereafter pursuant to Section 6.01(a) the related consolidated statements of operations, retained earnings and cash flows for, the Fiscal Year ended January 29, 2007 (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 Holdings the 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, in each case except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrowers and its their Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness; and (iv) have been delivered to the Administrative Agent. (b) The unaudited consolidated balance sheet of Holdings the Borrowers and its their Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b)as of the end of, and the related consolidated statements of income or operations, stockholders’ equity retained earnings and cash flows for, the Fiscal Month ended November 5, 2007 and for the 13 Fiscal Quarter Months then ended on (the date thereof “Financial Statements”) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present the financial condition of Holdings the 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, subjectin each case except as otherwise expressly noted therein and subject to normal, recurring year-end adjustments that shall not in the case of clauses (i) aggregate be material in amount and (ii), to the absence of footnotes notes thereto; and (iii) have been delivered to normal year-end audit adjustmentsthe Administrative Agent. Schedule 5.05 5.5 sets forth all material indebtedness Indebtedness and other liabilities, direct or contingent, of Holdings the Borrowers and its their consolidated Subsidiaries as of the date of such financial statementsFinancial Statements, including liabilities for taxes, material commitments and Indebtedness, not set forth in such Financial Statements. (c) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, certified by the chief financial officer or treasurer of the BorrowerPro Forma Financial Statements, copies of which have been furnished to each Lenderthe Administrative Agent, fairly present the consolidated pro forma financial condition of Holdings the Borrowers and its their Subsidiaries as at such the date thereof and the consolidated pro forma results of operations of Holdings the Borrowers and its their Subsidiaries for the period ended on such date, in each case giving effect to the TransactionAcquisition, all in accordance with GAAP. (e) The Projections delivered pursuant projected financial information of the Borrowers and their Subsidiaries that has been provided by the Borrowers to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant the Lenders prior to Section 6.01(c) were the date hereof was prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair reasonable in light of the conditions existing known to the Borrowers at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best reasonable estimate by the Borrowers of its the Borrowers’ future financial condition and performance, it being recognized that forecasts are not performance with respect to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realizedtime periods stated therein.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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; and (ii) fairly present the financial condition of Holdings 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 therein and other liabilities, direct or contingent, of Holdings than public disclosures made pursuant to press releases and its Subsidiaries as of public filings prior to the date thereof, including liabilities for taxes, material commitments and IndebtednessClosing Date. (b) The unaudited consolidated Consolidated balance sheet of Holdings the Borrower and its Subsidiaries (x) dated August 19January 31, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2009, and the related consolidated Consolidated statements of income or operations, stockholdersShareholders’ equity Equity and cash flows for the Fiscal Quarter Year ended on the that 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 Holdings 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 Material Indebtedness of the Loan Parties and other liabilities, direct or contingent, of Holdings and its consolidated their Consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date Audited Financial StatementsNo event shall have occurred after November 1, there has been no event or circumstance, either individually or in the aggregate, 2008 that has had or could reasonably be expected to have a Material Adverse Effect. (d) The consolidated pro forma Consolidated forecasted balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings Borrower and its Subsidiaries delivered pursuant to Section 6.01(c6.01(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 Loan Parties’ reasonable estimate of its future financial condition and performance, performance (it being recognized understood that such forecasted financial information is subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties, that no assurance is given that any particular forecasts are not to will be viewed as facts and realized, that actual results may differ significantly from projected results (and that such differences may be material) and no assurance can be given that the projected results will be realized).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 the financial condition of Holdings 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 Holdings the Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present the financial condition of Holdings the Borrower and its Subsidiaries as of the date dates thereof and their results of operations for the period periods 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 Holdings the Borrower and its consolidated Subsidiaries as of the date of such financial statementsdates thereof, including material liabilities for taxes, material commitments and Indebtedness. (c) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (d) Since the date of the Closing Date Audited Financial StatementsDate, 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 financial condition of Holdings 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 contingentcontingent (to the extent required by GAAP), of Holdings Parent and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof 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 Holdings 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 , and (iii) show all material indebtedness and other liabilities, direct or contingentcontingent (to the extent required by GAAP), of Holdings Parent and its consolidated Subsidiaries as of the date of such financial statementsthereof, including material liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by any Note Party or any Subsidiary, or any Involuntary \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 Disposition, of any material part of the business or property of the Note Parties and their respective 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 to the Note Parties and their respective Subsidiaries taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Purchasers on or prior to the Closing Date or publicly filed under applicable securities laws. (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) or (b), as applicable) 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 Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements financial statements delivered (x) on the Closing Date, and (y) thereafter pursuant to Section Sections 6.01(a) and 6.01(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 Holdings 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 thereintherein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof 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 the financial condition of Holdings the Borrower 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 year-end audit adjustments. Schedule 5.05 sets forth ); and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its consolidated Subsidiaries as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date Audited Financial StatementsDecember 31, 2014, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements financial statements delivered (x) on the Closing Date, and (y) thereafter pursuant to Section 6.01(a) 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 present, in all material respects, the financial condition of Holdings 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 thereintherein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated balance sheet financial statements of Holdings the Borrower and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof fiscal quarter ending June 30, 2009 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present present, in all material respects, the financial condition of Holdings the Borrower 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 year-end audit adjustments. Schedule 5.05 sets forth ); and (iii) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its consolidated Subsidiaries as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition 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 and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Interim Financial Statements delivered (x) on the Closing Date, and (y) thereafter pursuant to Section 6.01(a) (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebyGAAP, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of Holdings the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered therebyGAAP, except as otherwise expressly noted thereintherein (subject, solely with respect to the Interim Financial Statements, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Company 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. (b) The unaudited consolidated balance sheet of Holdings the Company and its Subsidiaries (x) dated August 19, 2012, most recently delivered to the Administrative Agent and (y) thereafter delivered in connection with the Lenders pursuant to Section 6.01(b), and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebyGAAP, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of Holdings the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth , and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Company and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (c) Since As of the Closing Date, since the date of the Closing Date Audited Interim 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 financial condition of Holdings 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 to be reflected on a consolidated balance sheet prepared in accordance with GAAP and the footnotes thereto, show all material indebtedness Indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, therein and (ii) fairly present in all material respects the financial condition of Holdings 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 . (c) The financial statements delivered pursuant to Section 7.01(a) and other liabilities(b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes (if any) to such financial statements) the consolidated and consolidating financial condition, direct or contingent, results of Holdings operations and cash flows of the Borrower and its consolidated Subsidiaries as of the date of such financial statements, including liabilities dates thereof and for taxes, material commitments and Indebtednessthe periods covered thereby. (cd) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements financial statements delivered (x) on the Closing Date, and (y) thereafter pursuant to Section Sections 6.01(a) and 6.01(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 Holdings 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 thereintherein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof 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 the financial condition of Holdings the Borrower 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 year-end audit adjustments. Schedule 5.05 sets forth ); and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its consolidated Subsidiaries as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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. (d) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (aA) The Audited Financial Statements and all other audited financial statements to be delivered (x) on the Closing Date, and (y) thereafter pursuant to Section 6.01(a15.3(a)(i) , (i) were were, or will be when delivered, 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 Holdings and its Subsidiaries the 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, known contingent material liabilities of Holdings and its Subsidiaries the Consolidated Parties as of the date thereof, including material liabilities for taxesTaxes, material commitments and Indebtedness. (bB) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19the Consolidated Parties for the Fiscal Quarter ended September 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2023, and the related unaudited consolidated statements of income or operations, stockholderspartners’ equity capital and cash flows for the Fiscal Quarter three month period ended on the date thereof that date, and all other financial statements to be delivered pursuant to Section 15.3(a)(ii) or Section 15.3(a)(iii) (i) were were, or will be when delivered, 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 Holdings and its Subsidiaries the 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (cC) During the period from December 31, 2022, to and including the Commencement 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 Equity Interests of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, other than as reflected in the foregoing financial statements or in the notes thereto or as otherwise disclosed in writing to Xxxx on or prior to the Commencement Date. (D) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.. 4161-8074-0173.23 ​ ​ ​

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 the financial condition of Holdings and its Subsidiaries the Borrower as of the date thereof and their its 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 Holdings and its Subsidiaries the Borrower as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present the financial condition of Holdings and its Subsidiaries the Borrower 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 ; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings and its consolidated Subsidiaries the Borrower as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (c) The financial statements delivered pursuant to Section 6.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 6.01(a) and .(b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the financial condition, results of operations and cash flows of the Borrower as of the dates thereof and for the periods covered thereby. (d) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements financial statements delivered (x) on the Closing Date, and (y) thereafter pursuant to Section Sections 6.01(a) and 6.01(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 Holdings SFC and its Subsidiaries or SNC and its Subsidiaries, as applicable, 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 thereintherein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings SFC and its Subsidiaries or SNC and its Subsidiaries, as applicable, as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), Audited Financial Statements and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present the financial condition of Holdings SFC and its Subsidiaries or SNC and its Subsidiaries, as applicable, 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 year-end audit adjustments. Schedule 5.05 sets forth ); and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings SFC and its consolidated Subsidiaries or SNC and its Subsidiaries, as applicable, as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter pursuant to Section 6.01(a) (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of Holdings Foamex and its consolidated Subsidiaries as of the date thereof and their results of operations for the period periods 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 Holdings Foamex and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet financial statements delivered from time to time pursuant to each of Holdings and its Subsidiaries Sections 5.1(a), (xb) dated August 19, 2012, and (yc) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of Holdings Foamex and its consolidated Subsidiaries as of the date thereof and their results of operations for the period periods covered thereby, subject, in the case of clauses (i) and (ii)) with respect to interim 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date Audited Financial StatementsJuly 2, 2006, 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 pro forma balance sheet of Holdings Foamex and its Subsidiaries as at August 19December 3, 2012 and 2006 described in Section 8.1(j), a copy of which has been furnished to the related Administrative Agent, fairly presents in all material respects the consolidated pro forma financial condition of Foamex and its consolidated Subsidiaries as at such date (except in each case for the effects of fair value adjustments to the acquired tangible and intangible assets and liabilities required by purchase accounting principles, if required to be applied) giving effect to the Transactions. (e) The consolidated forecasted balance sheets and statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings Foamex and its Subsidiaries delivered to the Administrative Agent from time to time pursuant to Section 6.01(c5.1(d) were prepared in good faith on the basis of the estimates, information and assumptions stated therein, which assumptions were fair in light believed by management of the conditions existing Holdings to be reasonable 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 performancemade, it being recognized by the Administrative Agent and the Lenders that forecasts are such financial information as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by such financial information may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realizedset forth therein by a material amount.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 financial condition of Holdings and its Subsidiaries the Albertson’s Group 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 Material Indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries the Albertson’s Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated Consolidated balance sheet of Holdings each of the Lead Borrower and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter Safeway of the most recent date delivered in connection with pursuant to Section 6.01(b)4.01, and the related consolidated Consolidated statements of income or operations, stockholdersShareholders’ equity Equity and cash flows for the Fiscal Quarter Quarterly Accounting Period ended on the that 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 Holdings the Lead Borrower and its Subsidiaries Subsidiaries, or Safeway and its Subsidiaries, as applicable, 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date Audited Financial StatementsRestatement 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. (d) The consolidated pro forma Consolidated forecasted balance sheet of Holdings sheets and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections Albertson’s Group delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 6.01(c6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair reasonable 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 Loan Parties’ good faith estimate of its future financial condition and performance, performance (it being recognized understood that such forecasted financial information is subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties, that no assurance is given that any particular forecasts are not to will be viewed as facts and realized, that actual results may differ significantly from projected results (and that such differences may be material) and no assurance can be given that the projected results will be realized).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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; therein and (ii) fairly present (on the basis disclosed in the footnotes to such financial statements), in all material respects, the combined financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their combined 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 Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet financial statements of Holdings the Borrower and its Subsidiaries (x) dated for the fiscal quarter ending August 1931, 20122021, including balance sheets and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, therein and (ii) fairly present present, in all material respects, the consolidated financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their consolidated 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the date basis disclosed in the footnotes to such financial statements), in all material respects, the combined or consolidated financial condition, results of operations and cash flows of the Closing Date Audited Financial StatementsBorrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (d) Since November 30, 2020, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect. (d) The consolidated pro forma balance sheet ; provided, that, it is understood and agreed that the execution of Holdings and its Subsidiaries as at August 19the documentation for, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, certified by the chief financial officer or treasurer consummation of the Borrower, copies of which have been furnished to each Lender, fairly present the consolidated pro forma financial condition of Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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 deliverytransactions constituting, the Borrower’s best estimate of its future financial condition and performance, it being recognized that forecasts are Spin-Off shall not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realizedconstitute a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements financial statements delivered (x) on the Closing Date, and (y) thereafter pursuant to Section Sections 6.01(a) and 6.01(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 Holdings 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 thereintherein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated balance sheet and consolidating financial statements of Holdings the Borrower and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the date thereof September 24, 2023 (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 Holdings the Borrower 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 year-end audit adjustments. Schedule 5.05 sets forth ); and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its consolidated Subsidiaries as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.. 317687440_5 - 2/8/2024 1:48:48 PM 317687440.5

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 the consolidated financial condition of Holdings 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 Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and material Indebtedness, in each case, to the extent required by GAAP. (b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries (x) dated August 19for the fiscal quarter ended June 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2021, and the related unaudited consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the date thereof such date, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereintherein or as otherwise permitted pursuant to Section 1.03, and (ii) fairly present the consolidated financial condition of Holdings 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 material liabilities, direct or contingent, of Holdings the Borrower and its consolidated Subsidiaries as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and material Indebtedness. (c) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect case, to the Transaction, all in accordance with extent required by GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 the financial condition of Holdings the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings the Company and its Subsidiaries (x) dated August 19June 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2005, and the related consolidated statements statement of income or operations, stockholders’ equity and cash flows earnings for the Fiscal Quarter fiscal quarter ended on the that 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 Holdings the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual Financial Statements delivered (x) on and, since the Closing Date, and (y) thereafter each of the annual financial statements 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 financial condition of Holdings the Borrower and its the Restricted Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its the Restricted Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and Indebtedness, to the extent required by GAAP to be shown therein. (bi) The unaudited consolidated balance sheet A complete and correct copy of Holdings and its Subsidiaries (x) dated August 19, 2012the Required Financials has been delivered to the Administrative Agent prior to the Closing Date, and (yii) thereafter the Quarterly Financial Statements and, since the Closing Date, the most recent quarterly unaudited consolidated financial statements of the Borrower and the Restricted Subsidiaries delivered in connection with pursuant to Section 6.01(b), and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the date thereof that date, (ix) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iiy) fairly present in all material respects the financial condition of Holdings the Borrower and its the Restricted 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 z) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its consolidated the Restricted Subsidiaries as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required by GAAP to be shown therein, subject, in the case of clauses (x) and (y), to the absence of footnote disclosures and to normal year-end adjustments. (c) Since the date of the Closing Date 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 pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements most recent financial statements delivered (x) on or prior to the Closing DateDate or, and (y) thereafter if later, pursuant to Section 6.01(a) (i) were prepared in accordance with GAAP IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , (ii) fairly present the financial condition of Holdings and its Subsidiaries and Minority Investments as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries and Minority Investments as of the date thereof, including liabilities for taxesTaxes, material commitments and Indebtedness. (b) The most recent unaudited consolidated balance sheet financial statements of Holdings and its Subsidiaries (x) dated August 19delivered on or prior to the Closing Date or, 2012if later, and (y) thereafter delivered in connection with pursuant to Section 6.01(b), ) and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter ended on the that date thereof each (i) were prepared in accordance with GAAP IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings and its Subsidiaries and Minority Investments 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 Indebtedness and other liabilities, direct or contingent, of Holdings and its consolidated Subsidiaries and Minority Investments as of the date of such financial statements, including liabilities for taxesTaxes, material commitments and Indebtedness. (c) Since the date of the Closing Date Audited Financial Statementsmost recent financial statements delivered 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 pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheetsheets, statements of income and statements of cash flows of Holdings and its Subsidiaries delivered pursuant to Section 6.01(c) the Lenders 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter pursuant to Section 6.01(a) (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 Holdings and its Subsidiaries as of the date thereof and their results of operations for the period periods 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 Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter financial statements delivered in connection with pursuant to Section 6.01(b) and prior to the first delivery of financial statements pursuant to Section 6.01(a), the quarters ended July 3, 2010 and the related consolidated statements of income or operationsApril 4, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof 2010, (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of Holdings (or the U.S. Borrower, as applicable) and its Subsidiaries as of the date thereof and their results of operations for the period periods 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date Audited Financial StatementsDecember 31, 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) The consolidated pro forma forecasted balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings and its Subsidiaries delivered to the Lenders prior to the Closing Date pursuant to Section 6.01(c6.01(d) were prepared in good faith on the basis of the estimates, information and assumptions stated therein, which assumptions were fair in light believed by management of the conditions existing Holdings to be reasonable 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 performancemade, it being recognized by the Lenders that forecasts are such financial information as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by such financial information may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realizedset forth therein by a material amount.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 present, in all material respects, the financial condition of Holdings 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 Holdings and its Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and IndebtednessIndebtedness to the extent required by GAAP. (b) The unaudited condensed consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19as of June 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2024, and the related condensed consolidated statements of income or operations, stockholders’ equity operations and cash flows for the Fiscal Quarter fiscal quarter ended on the date thereof 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 present, in all material respects, the financial condition of Holdings 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)) 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 reasonably be expected to have a Material Adverse Effect. (d) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter pursuant to Section 6.01(a) 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 Holdings 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) except as disclosed in Schedule 5.22, show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet financial statements of Holdings the Borrower and its Subsidiaries (x) dated August 19September 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2003, and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the date thereof that date: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present the financial condition of Holdings 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) in this subsection (b), to the absence of footnotes and to normal year-end audit adjustments. ; and (iii) except as disclosed in Schedule 5.05 sets forth 5.22, show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter pursuant to Section 6.01(a) (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 Holdings and its Subsidiaries as of the date thereof and their results of operations for the period periods 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 Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter financial statements delivered in connection with pursuant to Section 6.01(b) and prior to the first delivery of financial statements pursuant to Section 6.01(a), the quarters ended July 3, 2010 and the related consolidated statements of income or operationsApril 4, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof 2010, (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except except, other than with respect to the financial statements delivered pursuant to Section 6.01(b), as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of Holdings (or the U.S. Borrower, as applicable) and its Subsidiaries as of the date thereof and their results of operations for the period periods 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date latest 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 reasonably be expected to have a Material Adverse Effect. (d) The consolidated pro forma forecasted balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings and its Subsidiaries delivered to the Lenders prior to the Closing Date pursuant to Section 6.01(c) were prepared in good faith on the basis of the estimates, information and assumptions stated therein, which assumptions were fair in light believed by management of the conditions existing Holdings to be reasonable 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 performancemade, it being recognized by the Lenders that forecasts are such financial information as it relates to future events is not to be viewed as facts fact and that actual results during the period or periods covered by such financial information may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realizedset forth therein by a material amount.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 the financial condition of Holdings 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 Holdings the Borrower and its Subsidiaries as of the date thereofthereof that are required to be disclosed on a balance sheet, and the footnotes thereto, prepared in accordance with GAAP, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited audited consolidated balance sheet financial statements of Holdings the Borrower and its Subsidiaries (x) dated August 19December 31, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2004, and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on that date (collectively, the date thereof “Closing Financial Statements”) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (ii) fairly present the financial condition of Holdings 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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; and (ii) fairly present in all material respects the financial condition of Holdings 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; . Except as disclosed in the Audited Financial Statements and (iii) show all material indebtedness and other liabilitiesexcept for Disclosed Matters, direct or contingentafter giving effect to the transactions on the Closing Date contemplated hereby, neither the Borrower nor any of Holdings and its Subsidiaries has, as of the date thereofClosing Date, including liabilities for taxesany material contingent liabilities, material unusual long-term commitments and Indebtednessor unrealized losses. (b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries (x) dated August 19March 31, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2004, and the related consolidated statements of income or operations, stockholders’ shareholders' equity and cash flows for the Fiscal Quarter ended fiscal quarter ending on the that 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 Holdings 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date Combined Financial Statement and 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 financial condition of Holdings and its Subsidiaries the Borrower as of the date thereof and their its 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 (iii) show all material indebtedness and other liabilities, direct or contingent, Indebtedness of Holdings 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 combined balance sheet of Holdings and its Subsidiaries (x) dated August 19the Borrower as of June 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2021, and the related consolidated combined statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter six-month periods ended on the date thereof June 30, 2021 and June 30, 2020 (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 Holdings and its Subsidiaries the Borrower as of the date thereof and their results of operations and cash flows 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 financial statements delivered pursuant to Section 4.01(a)(ix) accurately present the pro forma financial position of Holdings the Borrower and its Subsidiaries on a combined basis as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings date thereof and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAPconsummation of the Transactions as if they had occurred as of the date presented. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated combined forecasted balance sheet, statements of income and cash flows of Holdings the Borrower and its Subsidiaries delivered pursuant to Section 4.01 or Section 6.01(c) were prepared in good faith on based upon assumptions believed by the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing 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 delivery of which are beyond the Borrower’s control; that such forecasts, by their nature, are inherently uncertain and represented, at no assurances are being given that the time of delivery, the Borrower’s best estimate of its future financial condition and performance, it being recognized that results reflected in such forecasts are not to will be viewed as facts achieved; and that actual results may differ significantly from projected results (such forecasts, and such differences may be material) and no assurance can be given that the projected results will be realized).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter pursuant to Section 6.01(a) (i) were prepared in accordance with GAAP consistently applied throughout in effect on the period covered therebypreparation date thereof, except as otherwise expressly noted therein; (ii) fairly present the financial condition of Holdings and its Subsidiaries the Consolidated Group 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 Holdings and its Subsidiaries the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case to the extent required under GAAP. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebyGAAP, except as otherwise expressly noted therein, and ; (ii) fairly present the financial condition of Holdings and its Subsidiaries the Consolidated Group 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 Holdings and its consolidated Subsidiaries the Consolidated Group as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the date basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Closing Date Audited Financial StatementsConsolidated Group as of the dates thereof and for the periods covered thereby. (d) Since June 30, 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. (d) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements audited consolidated financial statements of the Borrower and its Subsidiaries delivered (x) to the Lenders on or prior to the Closing Date, Date and (y) thereafter those audited consolidated financial statements 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 Holdings the Borrower and its Subsidiaries as of the date thereof and dates thereof, (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 liabilities, direct or contingent, Indebtedness of Holdings the Borrower and its Subsidiaries as of the date thereof; provided, including liabilities for taxes, material commitments that the Borrower and Indebtednessthe Subsidiaries make no representation or warranty with respect to any historical financial statements delivered in connection with any permitted acquisition or acquisitions of intellectual property from third parties. (b) The unaudited consolidated balance sheet financial statements of Holdings the Borrower and its Subsidiaries (x) dated August 19, 2012, delivered to the Lenders on or prior to the Closing Date and (y) thereafter those unaudited consolidated financial statements most recently delivered in connection with pursuant to Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of Holdings 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 ; provided, that the Borrower and other liabilities, direct the Subsidiaries make no representation or contingent, warranty with respect to any historical financial statements delivered in connection with any permitted acquisition or acquisitions of Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtednessintellectual property from third parties. (c) [Reserved]. (d) Since the date of the Closing Date Audited Financial StatementsDate, 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 pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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; (iii) fairly present in all material respects the financial condition of Holdings the Facility Guarantor and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Facility Guarantor 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. (b) The unaudited consolidated and consolidating balance sheet sheets of Holdings the Facility Guarantor and its Subsidiaries (x) dated August 19June 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2017, and the related consolidated and consolidating statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iii) fairly present in all material respects the financial condition of Holdings the Facility Guarantor 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness.57 (c) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 financial condition of Holdings 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 Holdings 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). (b) The unaudited consolidated balance sheet sheets of Holdings the Borrower and its Subsidiaries (x) dated August 19June 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2016, and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that 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 Holdings 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date Audited Financial Statements, except as set forth on Schedule 5.05(c), 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements have been delivered (xto the Administrative Agent under Section 3.01(a)(ix) on the Closing Date, and (y) thereafter 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 financial condition of Holdings 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 Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet sheets of Holdings the Borrower and its Subsidiaries (x) dated August 19September 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2011, and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on that date have been delivered to the date thereof Administrative Agent under Section 3.01(a)(ix) and (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 Holdings 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 audited financial statements of the Company and its Subsidiaries for the fiscal year of 2010 have been delivered to the Administrative Agent under Section 3.01(a)(ix) and (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 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) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of Holdings the Company and its consolidated Subsidiaries as of the date of such financial statementsthereof, including including, to the extent required by GAAP, liabilities for taxes, material commitments and Indebtedness. (cd) The unaudited consolidated balance sheets of the Company and its Subsidiaries dated September 30, 2011, and the related consolidated statements of income and cash flows for the fiscal quarter ended on that date have been delivered to the Administrative Agent under Section 3.01(a)(ix) and (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 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. (e) The pro forma consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as at December 31, 2010 and as at September 30, 2011, and the related consolidated and consolidating pro forma statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year of 2010 or for the nine months then ended, as applicable, have been delivered to the Administrative Agent under Section 3.01(a)(ix) and present a good faith estimate of the consolidated and consolidating pro forma financial condition of the Borrower and its Subsidiaries as at each such date and the consolidated and consolidating pro forma results of operations of the Borrower and its Subsidiaries for the periods ended on such respective dates, in each case giving effect to the Transactions. (f) The financial forecasts of the Borrower and its Subsidiaries delivered to the Administrative Agent pursuant to Section 3.01(a)(ix) were prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made (it being understood that such projections are subject to significant uncertainties and contingencies and that no assurance can be given that any particular projections will be realized). (g) Since the date of the Closing Date 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 pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 thereintherein and except for the non-GAAP treatment of Paradise Bakery’s lease obligations for fiscal periods ending prior to the Closing Date; (ii) fairly present the financial condition of Holdings 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 Holdings the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet sheets of Holdings the Borrower and its Subsidiaries (x) dated August 19September 25, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2007, and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that 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 Holdings 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 Holdings the Borrower and its consolidated Subsidiaries as of to the date of extent not reflected in such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements most recent financial statements delivered (x) on the Closing Date, and (y) thereafter pursuant to Section 4.01(f)(i)(A) or Section 6.01(a) , as applicable, (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 Holdings the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (xmost recent financial statements delivered pursuant to Section 4.01(f)(i)(B) dated August 19, 2012, and (y) thereafter delivered in connection with or Section 6.01(b), and the related consolidated statements of income or operationsas applicable, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the 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 Holdings the Parent and its consolidated Subsidiaries as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 forecasted balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings Parent and its Subsidiaries delivered pursuant to Section 4.01(f)(ii) and Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair reasonable in light of the conditions circumstances existing at the time of delivery of such forecasts, and represented, at the time of delivery, the BorrowerParent’s best good faith estimate of its future financial condition and performance, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 accordance with GAAP the financial condition of Holdings the Parent and its Subsidiaries the Consolidated Parties (including the Consolidated Entities’ interest in the Unconsolidated Entities) 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 Holdings and its Subsidiaries the applicable parties as of the date thereof, including liabilities for taxes, material commitments and IndebtednessIndebtedness as required by GAAP. (b) The With respect to every calendar quarter which ends subsequent to the Closing Date, the unaudited consolidated balance sheet sheets of Holdings the Parent and its Subsidiaries the Consolidated Parties (xincluding the Consolidated Entities’ interest in the Unconsolidated Entities) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b)as of the end of the most recently ended calendar quarter, and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter most recently ended on the date thereof calendar quarter (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in accordance with GAAP the financial condition of Holdings and its Subsidiaries the parties identified therein 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.. 95541499_13

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 the financial condition of Holdings and its Subsidiaries the Consolidated Parties, on a consolidated basis, 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 Holdings and its Subsidiaries the Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, that in each case is material in relation to the business, operations, properties, assets or condition (financial or otherwise) of the Consolidated Parties. (b) The unaudited consolidated balance sheet sheets of Holdings and its Subsidiaries (x) the Consolidated Parties dated August 19June 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2014, and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that 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 Holdings and its Subsidiaries the 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. Except as otherwise set forth on Schedule 5.05 sets 5.05, such financial statements set forth all material indebtedness and other liabilities, direct or contingent, of Holdings and its consolidated Subsidiaries the Consolidated Parties as of the date of such financial statementsJune 30, 2014, including liabilities for taxes, material commitments and Indebtedness, that in each case is material in relation to the business, operations, properties, assets or condition (financial or otherwise) of the Consolidated Parties. (c) Since the date of the Closing Date 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 sheets of Holdings and its Subsidiaries the Consolidated Parties as at August 19of June 30, 2012 2014, and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries the Consolidated Parties for the eight three (8) 3) months then ended, 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 Holdings and its Subsidiaries the Consolidated Parties as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries the Consolidated Parties for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on furnished to the Closing Date, Administrative Agent and (y) thereafter pursuant to Section 6.01(a) 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 Holdings 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 Holdings 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 balance sheet financial statements of Holdings Xxxxxxx-Xxxxxx International and its Subsidiaries (x) dated August 19March 31, 2012, and (y) thereafter delivered in connection with Section 6.01(b), 2018 and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on that date furnished to the date thereof 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 Holdings 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 Holdings Xxxxxxx-Xxxxxx International and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtednessthereof in accordance with GAAP consistently applied throughout the period covered thereby. (c) Since As of the Amendment No. 4 Effective Date, since the date of the Closing Date Audited Financial Statementslast audited financial statements delivered under 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 pro forma balance sheet 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 Holdings Xxxxxxx-Xxxxxx International and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings date thereof and its Subsidiaries as at such date and the consolidated pro forma their results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all covered thereby in accordance with GAAP. (e) The Projections GAAP subject, in the case of financial statements delivered pursuant to Section 4.01 6.01(b), to the absence of footnotes and each other consolidated forecasted balance sheet, statements of income presentation items and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realizednormal year-end audit adjustments.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter pursuant to Section 6.01(a) (i) were prepared in accordance with GAAP consistently applied throughout in effect on the period covered therebypreparation date thereof, except as otherwise expressly noted therein; (ii) fairly present the financial condition of Holdings and its Subsidiaries the Consolidated Group 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 Holdings and its Subsidiaries the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case to the extent required under GAAP. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebyGAAP, except as otherwise expressly noted therein, and ; (ii) fairly present the financial condition of Holdings and its Subsidiaries the Consolidated Group 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 Holdings and its consolidated Subsidiaries the Consolidated Group as of the date of such financial statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the date basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Closing Date Audited Financial StatementsConsolidated Group as of the dates thereof and for the periods covered thereby. (d) Since March 31, 2014, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 the financial condition of Holdings 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 Holdings the Borrower 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 Section 6.01(b) for the fiscal quarter ending on March 31, 2011 and for fiscal quarters thereafter: The unaudited consolidated balance sheet financial statements of Holdings the Borrower and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), as of the applicable quarter-end date and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that 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 Holdings 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 Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 financial condition of Holdings the Facility Guarantor and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings the Facility Guarantor 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. (b) The unaudited consolidated and consolidating balance sheet sheets of Holdings the Facility Guarantor and its Subsidiaries (x) dated August 19September 30, 2012, and (y) thereafter delivered in connection with Section 6.01(b)2015, and the related consolidated and consolidating statements of income or operations, stockholdersshareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that 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 Holdings the Facility Guarantor 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-year- end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Closing Date 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 Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, 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 Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings 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, it being recognized that forecasts are not to be viewed as facts and that actual results may differ significantly from projected results (and such differences may be material) and no assurance can be given that the projected results will be realized.

Financial Statements; No Material Adverse Effect. (a) The RMG Audited Financial Statements delivered (x) on the Closing Date, and (y) thereafter 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 financial condition of Holdings RiskMetrics 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, to the extent required to be reflected on the face of Holdings a balance sheet in accordance with GAAP, of RiskMetrics and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries (x) dated August 19, 2012, and (y) thereafter delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof ISS Audited Financial Statements (i) were are accurate and complete in all material respects, have been prepared in accordance with GAAP consistently applied throughout applied, (ii) are consistent with the books and records of Seller and (iii) fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Seller and its Subsidiaries as of the dates and for the periods indicated therein. (c) The unaudited consolidated balance sheet of Seller and its Subsidiaries dated September 30, 2006, and the related unaudited consolidated statements of operation and cash flows for the nine-month period covered therebyended on that date (i) are accurate and complete in all material respects, have been prepared in accordance with GAAP consistently applied, except as otherwise expressly noted thereinin Schedule 5.6 of the Merger Agreement, and (ii) are consistent with the books and records of Seller and its Subsidiaries and (iii) fairly present present, in all material respects, the consolidated financial condition condition, results of Holdings operations and cash flows of Seller and its Subsidiaries as of the date thereof and their results of operations for the period covered therebyperiods indicated therein, 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 adjustments and other liabilities, direct or contingent, of Holdings and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtednesspresentation items. (cd) Since the date of the Closing Date Audited Financial StatementsDecember 31, 2006, 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. (de) The consolidated pro forma balance sheet prepared by management of Holdings and its Subsidiaries as at August 19, 2012 and the related consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the eight (8) months then ended, certified by the chief financial officer or treasurer of the BorrowerNovember 30, copies of which have been furnished 2006 delivered pursuant to each Lender, Section 4.01(h) fairly present presented in all material respects on the Closing Date the consolidated pro forma financial condition of Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all Transaction (it being recognized by the Administrative Agent and the Lenders that such balance sheet does not give effect to changes arising from any purchase accounting valuation adjustments in accordance with GAAPthe Transaction and otherwise represents the Borrower’s good faith estimate of the pro forma items contained therein and that such estimate is inherently uncertain and subject to change). (ef) The Projections delivered pursuant to Section 4.01 and each other consolidated forecasted balance sheet, statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 6.01(c) after the Closing Date were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair reasonable 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 good faith estimate of its future financial condition and performance, performance (it being recognized by Administrative Agent and the Lenders that forecasts such consolidated forecasted balance sheet, statements of income and cash flows are not to be viewed as facts and that actual results during the period or periods covered thereby may differ significantly from projected results (vary and that such differences variances may be material) and no assurance can be given that the projected results will be realized).