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

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present present, in all material respects respects, the combined consolidated financial condition of the Company Parent and its Subsidiaries as of the dates 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 (biii) The unaudited consolidated financial statements show all material indebtedness and other liabilities, direct or contingent, of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower Parent and its Subsidiaries as of the date thereof thereof, including liabilities for taxes, material commitments and their Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the period periods covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (cb) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Effective Date Financial Statements fairly present in all material respects delivered to the combined financial condition of the Company Lead Arrangers as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) Effective Date (i) were prepared in accordance with GAAP GAAP, as applicable, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries entities therein (prior to giving effect to the Existing Transactions) as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP, as applicable, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject to, with respect to financial statements that are not Audited Financial Statements, the absence of footnotes and to normal and recurring year-end audit adjustments; provided¸ however, that this representation is made only to the knowledge of the Borrower with respect to financial statements of entities that were not Subsidiaries of the Borrower as of the date of such financial statements. (cb) Since the Closing DateDecember 31, 2014, there has been no event not occurred any Material Adverse Effect or circumstanceany event, either condition, change or effect that would reasonably be expected to have, individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheets, statements of income and statements of cash flows As of the Lux Borrower and its Subsidiaries most recently delivered pursuant Funding Date, to Section 6.01(c) were prepared in good faith on the basis best knowledge of the assumptions stated thereinBorrower, which assumptions were reasonable in light no Internal Control Event exists or has occurred since the date of the conditions existing at Audited Financial Statements that has resulted in or would reasonably be expected to result in a misstatement in any material respect, in any financial information contained in the time Audited Financial Statements delivered or to be delivered to the Administrative Agent or the Lenders, of delivery the assets, liabilities, financial condition or results of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be materialoperations of the Group Members on a Consolidated basis.

Financial Statements; No Material Adverse Effect. (a) The Borrower Audited Financial Statements and the Borrower Unaudited Financial Statements fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the 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 for (in the case of interim statements) customary year-end adjustments and the absence of complete footnotes and as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of Target Audited Financial Statements and the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) Target Unaudited Financial Statements fairly present in all material respects the consolidated financial condition of the Lux Borrower Target and its Subsidiaries as of the date dates thereof and their results of operations for the period covered thereby in accordance with IFRS consistently applied throughout the periods covered thereby, subject to except for (in the case of interim statements) customary year-end adjustments and the absence of complete footnotes and to normal and recurring year-end audit adjustmentsas otherwise expressly noted therein. (c) Since the Closing Effective Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The forecasts of consolidated forecasted balance sheets, income statements and cash flow statements of income (i) the Target and statements of cash flows of (ii) the Lux Borrower and its Subsidiaries most recently delivered pursuant Restricted Subsidiaries, copies of which have been furnished to Section 6.01(c) were the Administrative Agent prior to the Effective Date in a form reasonably satisfactory to it, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery preparation of such forecasts; , it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects Borrower has furnished its most recent filings with the combined financial condition of the Company SEC on Forms 10‑K and 10‑Q. Such Forms 10‑K and 10‑Q do not, as of the dates thereof and their results of operations specified therein or for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted applicable, contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement therein. (b) The unaudited consolidated , in light of the circumstances under which it was made, not materially misleading as of such dates or for such periods, as applicable, in light of the circumstances under which such statements were made. Each of the financial statements of the Lux Borrower in such Forms 10‑K and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were 10‑Q has been prepared in accordance with GAAP applied consistently applied throughout with prior periods (subject, in the period covered therebycase of any such unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments), except as otherwise expressly therein noted thereinand except for changes in FASB ASC 840, and (ii) fairly presents or will fairly present in all material respects the consolidated financial condition position of the Lux Borrower and its Subsidiaries as of the date thereof and their the results of the operations of the Borrower and its Subsidiaries for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustmentsthen ended. (cb) Since the Closing Petition Date, there has been no event development, event, condition or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income . Each Lender and statements of cash flows of the Lux Agent hereby acknowledges and agrees that Borrower and its Subsidiaries most recently delivered pursuant may be required to Section 6.01(c) were prepared in good faith on restate historical financial statements as the basis result of the assumptions stated thereinimplementation of changes in GAAP or IFRS, which assumptions were reasonable in light of or the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realizedrespective interpretation thereof, actual results may vary from such forecasts and that such variations may be materialrestatements will not result in a Default under the Loan Documents.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company Xxxxxxxx Restaurant Group as of the 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. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) Unaudited Financial Statements fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries Persons referred to therein as of the date dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, subject except (i) as otherwise expressly noted therein and (ii) to normal year-end audit adjustments, the absence of footnotes and to normal and recurring year-end audit adjustmentsother presentation items. (c) The forecasts of consolidated balance sheets, income statements and cash flow statements of the Borrower and its Subsidiaries for each of the fiscal years ending July 31, 2015 through July 31, 2021, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that projections as to future events are not to be viewed as facts and actual results may vary materially from such forecasts. (d) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (a) (7) The Audited Financial Statements fairly present in all material respects the combined consolidated financial condition of the Company Borrower and its Subsidiaries as of the dates thereof and their its consolidated 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. (bi) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) Unaudited Financial Statements fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date dates thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (b) The forecasts of income statements of the Borrower and its Subsidiaries which have been furnished to the Administrative Agent prior to the Closing Date have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and that such variations may be material. (c) Since the Closing DateDecember 31, 2010, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows As of the Lux Borrower and Closing Date, neither Holdings nor any of its Subsidiaries most recently delivered pursuant has any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) the liabilities reflected on Schedule 5.05, (ii) obligations arising under the Loan Documents and (iii) liabilities incurred in the ordinary course of business) that, either individually or in the aggregate, have had or could reasonably be expected to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be materialhave a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the dates 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 (biii) The unaudited consolidated financial statements show all Material Indebtedness and other liabilities, direct or contingent, of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof thereof, including liabilities for taxes, material commitments and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustmentsIndebtedness. (cb) Since the Closing DateApril 2, 2020, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheets, statements of income and statements of cash flows To the best knowledge of the Lux Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or would reasonably be expected to result in a misstatement in any material respect, (i) in any financial information delivered or to be delivered to the Agent or the Lenders, (ii) of the Borrowing Base, (iii) of covenant compliance calculations provided hereunder or (iv) of the assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be materiala Consolidated basis.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements financial statements delivered pursuant to Section 4.01(g)(i) fairly present in all material respects the combined consolidated financial condition of the Company Parent and its Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial forecasted balance sheets, statements of the Lux Borrower income and statements of cash flows of Parent and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i4.01(g)(ii) were prepared in accordance with GAAP consistently applied throughout good faith on the period covered thereby, except as otherwise expressly noted basis of the assumptions stated therein, and (ii) fairly present in all material respects which assumptions were believed by the consolidated financial condition management of the Lux Borrower and its Subsidiaries Parent to be reasonable as of the date thereof of delivery thereof; it being recognized by the Agents and the Lenders that such projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Parent, the Borrower and their respective Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results of operations for during the period or periods covered thereby, subject to by any such projections may differ from the absence of footnotes projected results and to normal and recurring year-end audit adjustmentssuch differences may be material. (c) Since the Closing Date, there There has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have have, since the Closing Date, a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the combined financial condition of the Company Parent Borrower and its Subsidiaries as of the dates 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 (biii) The unaudited consolidated financial statements show all material indebtedness and other liabilities, direct or contingent, of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Parent Borrower and its Subsidiaries as of the date thereof thereof, including liabilities for taxes, material commitments and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustmentsIndebtedness. (cb) Since the Closing DateOctober 1, 2011, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheetssheet, statements of income and statements of cash flows of the Lux Parent Borrower and its Subsidiaries most recently delivered to the Lenders prior to the Closing Date or pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be materialrepresented, at the time of delivery, a reasonable estimate of the Parent Borrower’s future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Dutch Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Dutch Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Dutch Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects Borrower has furnished its most recent filings with the combined financial condition of the Company SEC on Forms 10‑K and 10‑Q. Such Forms 10‑K and 10‑Q do not, as of the dates thereof and their results of operations specified therein or for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted applicable, contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement therein. (b) The unaudited consolidated , in light of the circumstances under which it was made, not materially misleading as of such dates or for such periods, as applicable, in light of the circumstances under which such statements were made. Each of the financial statements of the Lux Borrower in such Forms 10‑K and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were 10‑Q has been prepared in accordance with GAAP applied consistently applied throughout with prior periods (subject, in the period covered therebycase of any such unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments), except as otherwise expressly therein noted thereinand except for changes in FASB ASC 840, and (ii) fairly presents or will fairly present in all material respects the consolidated financial condition position of the Lux Borrower and its Subsidiaries as of the date thereof and their the results of the operations of the Borrower and its Subsidiaries for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustmentsthen ended. (cb) Since the Closing Petition Date, there has been no event development, event, condition or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income . Each Lender and statements of cash flows of the Lux Administrative Agent hereby acknowledges and agrees that Borrower and its Subsidiaries most recently delivered pursuant may be required to Section 6.01(c) were prepared in good faith on restate historical financial statements as the basis result of the assumptions stated thereinimplementation of changes in GAAP or IFRS, which assumptions were reasonable in light of or the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realizedrespective interpretation thereof, actual results may vary from such forecasts and that such variations may be materialrestatements will not result in a Default under the Loan Documents.

Financial Statements; No Material Adverse Effect. (a1) The Audited Historical Financial Statements fairly present in all material respects the combined financial condition of the Company LifeStance Health Group, Inc. and its Subsidiaries on a consolidated basis as of the dates date(s) thereof and their the 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. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c2) Since the Closing DateDecember 31, 2021, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (d3) The forecasts of consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently delivered pursuant for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to Section 6.01(c) were the Administrative Agent prior to the Closing Date, when taken as a whole, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts; made and at the time the forecasts are delivered, it being understood that (a) no forecasts are to be viewed as facts, (b) all forecasts are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties or the Investor, (c) no assurance can be given that any particular projections forecasts will be realized, realized and (d) actual results may vary from differ and such forecasts and that such variations differences may be material.

Financial Statements; No Material Adverse Effect. (ai) The Audited Financial Statements audited consolidated balance sheet of Holdings and its Subsidiaries for and as of the fiscal year ending July 3, 2021, and related statements of income, stockholders’ equity and cash flows and (ii) the consolidated balance sheet of Holdings and its Subsidiaries for and as of the fiscal quarter ending March 27, 2021, and related statements of income, stockholders’ equity and cash flows, in each case, fairly present in all material respects the combined financial condition of the Company Holdings and its Subsidiaries as of the 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 for (in the case of interim statements) customary year-end adjustments and the absence of complete footnotes and as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebySince July 3, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date2021, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The forecasts of consolidated forecasted balance sheets, income statements and cash flow statements of income and statements of cash flows of the Lux Borrower Holdings and its Subsidiaries most recently delivered pursuant Restricted Subsidiaries, copies of which have been furnished to Section 6.01(c) were the Administrative Agent before the Fifth Restatement Effective Date in a form reasonably satisfactory to it, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery preparation of such forecasts; , it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the combined financial condition of the Company Newpark and its Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (iiiii) fairly present in show or describe all material respects the consolidated financial condition indebtedness and other liabilities, direct or contingent, of the Lux Borrower Newpark and its Subsidiaries as of the date thereof thereof, including liabilities for taxes, material commitments and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustmentsIndebtedness. (cb) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted projected balance sheetssheet, statements of income and statements of cash flows of the Lux Borrower Newpark and its Subsidiaries most recently delivered pursuant to Section 6.01(c4.01 or Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of at the conditions existing time, and represented, at the time of delivery delivery, Newpark’s good faith estimate of such forecasts; it being understood its future financial condition and performance, recognizing that no assurance can be given there are industry-wide risks normally associated with the types of business conducted by Newpark and its Subsidiaries and that any particular projections will be realized, actual results may vary from the Borrowers do not warrant that such forecasts and that such variations may be materialestimates will ultimately prove to have been accurate.

Financial Statements; No Material Adverse Effect. (a) The Audited Historical Financial Statements fairly present in all material respects the combined financial condition of the Company Parent and its consolidated Restricted Subsidiaries as of the 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. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (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 consolidated financial condition case of the Lux Borrower Unaudited Financial Statements, to changes resulting from normal year-end adjustments and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes footnotes. (b) The Pro Forma Financial Statements have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that such forecasts are as to future events and not to normal be viewed as facts, such forecasts are subject to significant uncertainties and recurring year-end audit adjustmentscontingencies, many of which are beyond the Parent’s control, that no assurance can be given that any particular Projections will be realized and actual results may vary from such forecasts and that such variations may be material. (c) Since the Closing DateMarch 31, 2023, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows As of the Lux Borrower Closing Date, none of the Parent and its Subsidiaries most recently delivered pursuant has any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) the liabilities reflected on Schedule 5.05, (ii) obligations arising under the Loan Documents, (iii) liabilities incurred in the ordinary course of business and (iv) liabilities disclosed in the Pro Forma Financial Statements) that, either individually or in the aggregate, have had or could reasonably be expected to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be materialhave a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements of the Borrower and its Subsidiaries (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements balance sheet of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) dated September 30, 2016 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on such date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof such dates 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 and recurring year-end audit adjustments. (c) Since the Closing DateThere has not occurred, there has been no event or circumstancesince December 31, either individually or in the aggregate2016, that has had or would reasonably be expected to have a any Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently financial projections delivered pursuant to Section 6.01(c4.01(a)(vii) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts; forecasts (it being understood that any such information is subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, and that no assurance can be given that any particular projections will the future developments addressed in such information can be realized, that actual results may vary from differ and such forecasts and that such variations differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements of the Company and its Subsidiaries (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the combined financial condition of the Company and its Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements balance sheet of the Lux Borrower Company and its Subsidiaries most recently delivered pursuant to Section 6.01(b) dated September 30, 2016 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on such date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower Company and its Subsidiaries as of the date thereof such dates 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 and recurring year-end audit adjustments. (c) Since the Closing DateThere has not occurred, there has been no event or circumstancesince December 31, either individually or in the aggregate2016, that has had or would reasonably be expected to have a any Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently financial projections delivered pursuant to Section 6.01(c) 4.01 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts; forecasts (it being understood that any such information is subject to significant uncertainties and contingencies, many of which are beyond the Company’s control, and that no assurance can be given that any particular projections will the future developments addressed in such information can be realized, that actual results may vary from differ and such forecasts and that such variations differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Annual Financial Statements fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP (as in effect on the Closing Date (or the date of preparation)) consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebySince December 31, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date2022, there has been no event or circumstance, either individually or in the aggregate, that has had resulted in, or would is reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect. (dc) The forecasts of consolidated forecasted balance sheets, statements of income sheets and statements of cash flows comprehensive income (loss) of the Lux Borrower and its Subsidiaries most recently delivered pursuant which have been furnished to Section 6.01(c) were the Administrative Agent prior to the Closing Date, when taken as a whole, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts; made and at the time the forecasts are delivered, it being understood that (i) no forecasts are to be viewed as facts, (ii) any forecasts are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties, (iii) no assurance can be given that any particular projections forecasts will be realized, realized and (iv) actual results may vary from differ and such forecasts and that such variations differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the combined financial condition of the Company (on a consolidated basis) as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements balance sheet of the Lux Borrower Company and its Subsidiaries most recently delivered pursuant to Section 6.01(b) dated as of July 1, 2011, and the related consolidated statements of operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries Company (on a consolidated basis) as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal and recurring ordinary course year-end audit adjustments. (c) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of projections that have been delivered to the Lux Borrower and its Subsidiaries most recently Administrative Agent pursuant to Section 4.01 or any projections hereafter delivered to the Administrative Agent or the Lenders (including pursuant to Section 6.01(c)) were have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by the Company to be reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be materialthey were made.

Financial Statements; No Material Adverse Effect. All financial statements relating to the Borrowers which have been or may hereafter be delivered by any Borrower to the Administrative Agent and the Lenders have been prepared on a combined basis in accordance with GAAP (except as to any (a) The Audited Financial Statements monthly financial statements and (b) quarterly financial statements, to the extent such quarterly statements are subject to normal quarter-end and year-end adjustments and do not include any notes) and fairly present in all material respects the combined financial condition and the results of operation of the Company Borrowers as of at the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered therebyperiods set forth therein. Since December 31, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date2008, there has been no act, condition or event having, or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have have, a Material Adverse Effect. (d) . The consolidated forecasted balance sheets, statements of income and statements of cash flows of projections that have been delivered to the Lux Borrower and its Subsidiaries most recently delivered Administrative Agent pursuant to Section 6.01(c5.1(o) were or any projections hereafter delivered to the Administrative Agent have been prepared in good faith on the basis light of the past operations of the businesses of Borrowers and are based upon estimates and assumptions stated therein, all of which assumptions were the Borrowers have determined to be reasonable and fair in light of then current conditions and current facts and reflect the conditions existing at good faith and reasonable estimates of the time Borrowers of delivery the future financial performance of such forecasts; the Borrowers and of the other information projected therein for the periods set forth therein (it being understood that no assurance can be given that any particular projections will be realized, actual results may vary differ from those set forth in such forecasts and that such variations may be materialprojections).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the combined financial condition of the Company Guarantor and its Restricted Subsidiaries as of the dates 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 (to the extent required by GAAP) other liabilities, direct or contingent, of the Guarantor and its Restricted Subsidiaries as of the date thereof. (b) The unaudited consolidated financial statements Since the date of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Daterecent Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheets, sheet and statements of income and statements of cash flows of the Lux Borrower Guarantor and its Restricted Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable fair in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be materialrepresented, at the time of delivery, the Guarantor’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the 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 thereintherein and subject, in the case of the Unaudited Financial Statements, if any, to changes resulting from normal year-end audit adjustments and subject to the absence of footnotes. (b) The unaudited consolidated financial statements of Except as set forth in the Lux Borrower Borrower’s reports on Forms 10-K, 10-Q and its Subsidiaries most recently delivered pursuant 8-K filed with the SEC prior to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date, since September 30, 2010, there has been no event or circumstanceevent, either individually or in the aggregate, that has had or would reasonably be expected likely to have a Material Adverse Effect. (dc) The forecasts of consolidated forecasted balance sheets, statements of income operations and cash flow statements of cash flows of the Lux Borrower and its Subsidiaries most recently delivered pursuant for each fiscal year ending after the Closing Date through September 30, 2016, copies of which have been furnished to Section 6.01(c) were the Administrative Agent prior to the Closing Date, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts; made, it being understood that no assurance can projections as to future events are not to be given that any particular projections will be realized, viewed as facts and actual results may vary materially from such forecasts and that such variations may be materialforecasts.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the 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 thereintherein and subject, in the case of the Unaudited Financial Statements, if any, to changes resulting from normal year end audit adjustments and subject to the absence of footnotes. (b) The unaudited consolidated financial statements of Except as set forth in the Lux Borrower Borrower’s reports on Forms 10-K, 10-Q and its Subsidiaries most recently delivered pursuant 8-K filed with the SEC prior to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date, since September 30, 2010, there has been no event or circumstanceevent, either individually or in the aggregate, that has had or would reasonably be expected likely to have a Material Adverse Effect. (dc) The forecasts of consolidated forecasted balance sheets, statements of income operations and cash flow statements of cash flows of the Lux Borrower and its Subsidiaries most recently delivered pursuant for each fiscal year ending after the Closing Date through September 30, 2022, copies of which have been furnished to Section 6.01(c) were the Administrative Agent prior to the Closing Date, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts; made, it being understood that no assurance can projections as to future events are not to be given that any particular projections will be realized, viewed as facts and actual results may vary materially from such forecasts and that such variations may be materialforecasts.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the combined financial condition of the Company predecessor to the Borrower and its Restricted Subsidiaries as of the dates 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) disclose, as and to the extent required by GAAP, the indebtedness and other liabilities of the predecessor to the Borrower and its Restricted Subsidiaries as of the date thereof. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebySince December 31, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date2013, there has been no event or circumstance, either individually or in the aggregate, that has had or would is reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheets, sheet and statements of income and statements of cash flows of the Lux Borrower and its Restricted Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable fair in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be materialrepresented, at the time of delivery, the Borrower’s reasonable estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the combined financial condition of the Company Guarantor and its Restricted Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) to the extent required by GAAP show all material Indebtedness and other liabilities, direct or contingent, of the Guarantor and its Restricted Subsidiaries as of the date thereof. (b) The unaudited consolidated financial statements Since the date of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Daterecent Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheets, sheet and statements of income and statements of cash flows of the Lux Borrower Guarantor and its Restricted Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable fair in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be materialrepresented, at the time of delivery, the Guarantor’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the 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 thereintherein and subject, in the case of the Unaudited Financial Statements, if any, to changes resulting from normal year end audit adjustments and subject to the absence of footnotes. (b) The unaudited consolidated financial statements of Except as set forth in the Lux Borrower Borrower’s reports on Forms 10-K, 10-Q and its Subsidiaries most recently delivered pursuant 8-K filed with the SEC prior to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date, since September 30, 2010, there has been no event or circumstanceevent, either individually or in the aggregate, that has had or would reasonably be expected likely to have a Material Adverse Effect. (dc) The forecasts of consolidated forecasted balance sheets, statements of income operations and cash flow statements of cash flows of the Lux Borrower and its Subsidiaries most recently delivered pursuant for each fiscal year ending after the Closing Date through September 30, 2016, copies of which have been furnished to Section 6.01(c) were the Administrative Agent prior to the Closing Date, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts; made, it being understood that no assurance can projections as to future events are not to be given that any particular projections will be realized, viewed as facts and actual results may vary materially from such forecasts and that such variations may be materialforecasts.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements Statements-2012 of the Borrower and its Subsidiaries (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements balance sheet of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) dated March 31, 2013 and June 30, 2013 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarters ended on such dates (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof such dates 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 and recurring year-end audit adjustments. (c) Since the Closing Datedate of the Audited Financial Statements-2012, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently financial projections delivered pursuant to Section 6.01(c4.01(a)(xii) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts; forecasts (it being understood that any such information is subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, and that no assurance can be given that any particular projections will the future developments addressed in such information can be realized, actual results may vary from such forecasts and that such variations may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the combined financial condition of the Company Borrower and the Restricted Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebySince February 27, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date2011, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The consolidated Consolidated forecasted balance sheetssheet, statements of income and statements of cash flows of the Lux Borrower Holdings and its Subsidiaries most recently delivered pursuant to Section 6.01(c) 4.01 or Section 6.01, when taken as a whole, 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, a reasonable estimate of the Borrower’s and its Subsidiaries future financial condition and performance (it being understood that (i) no forecasts are to be viewed as facts, (ii) any forecasts are subject to significant uncertainties and contingencies, (iii) no assurance can be given that any particular projections forecasts will be realized, realized and (iv) actual results may vary from differ and such forecasts and that such variations differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements of the Borrower and its Subsidiaries and any 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 and (ii) fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements balance sheet of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) for each of the fiscal quarters ended March 31, 2019, June 30, 2019 and September 30, 2019 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarters ended on such dates (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof such dates 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 and recurring year-end audit adjustments. (c) Since the Closing Datedate of the last Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently financial projections delivered pursuant to Section 6.01(c4.01(a)(vii)(D) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts; forecasts (it being understood that any such information is subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, and that no assurance can be given that any particular projections will the future developments addressed in such information can be realized, actual results may vary from such forecasts and that such variations may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the combined financial condition of the Company and its Subsidiaries as of the dates 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 (biii) The unaudited consolidated financial statements show all material indebtedness and other liabilities, direct or contingent, of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower Company and its Subsidiaries as of the date thereof which are required to be disclosed by GAAP, including liabilities for taxes, material commitments and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustmentsIndebtedness. (cb) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheets, sheet and statements of income and statements of cash flows of the Lux Borrower Company and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; , and represented, at the time of delivery, the Company’s good faith estimate of its future financial condition and performance (it being understood recognized by the Agent and the Lenders that no assurance can be given such projections as to future events are not viewed as facts and that any particular projections will be realized, actual results during the period or periods covered thereby may vary differ from such forecasts and that such variations may be materialprojected results).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements financial statements described in Section 6.01(a) and delivered (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 combined financial condition of the Company Lead Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to described in Section 6.01(b) and delivered (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Lead 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 and recurring year-end audit adjustments and purchase accounting adjustments. (c) Since the Closing DateJanuary 28, 2017, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated Consolidated forecasted balance sheets, sheet and statements of income and statements of cash flows of the Lux Lead Borrower and its Subsidiaries most recently heretofore or hereafter 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 believed to be reasonable in light of the conditions existing at the time of delivery preparation, provided, that such statements would be subject to normal quarterly and year-end adjustments and the absence of such forecasts; footnotes (it being understood that such forecasted financial information are not to be viewed as facts, is subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties, that no assurance can be is given that any particular projections forecasts will be realized, that actual results may vary from such forecasts differ and that such variations differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects forecasts of consolidated balance sheets and consolidated statements of income and cash flow (including the combined financial condition Projections) of the Company as Borrowers and the Subsidiary Guarantors which have been furnished to the Administrative Agent prior to the Closing Date have been prepared in good faith on the basis of the dates thereof assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that such forecasts are as to future events and their not to be viewed as facts, such forecasts are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular projections will be realized and actual results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereinmay vary from such forecasts and that such variations may be material. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheets, statements of income and statements of cash flows As of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis Closing Date, none of the assumptions stated thereinBorrowers or Subsidiary Guarantors has any Indebtedness or other obligations or liabilities, which assumptions were reasonable direct or contingent (other than (i) the liabilities reflected on Schedule 5.05, (ii) obligations arising under the Loan Documents and (iii) liabilities incurred in light the ordinary course of business that, either individually or in the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can aggregate, have had or could reasonably be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be materialexpected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the combined financial condition of the Company Lead Borrower and its Subsidiaries as of the dates 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. (b) The unaudited forecasts of consolidated financial balance sheets and consolidated statements of income and cash flow of the Lux Lead Borrower and its Subsidiaries most recently delivered pursuant which have been furnished to Section 6.01(b) (i) were the Administrative Agent prior to the Closing Date have been prepared in accordance with GAAP consistently applied throughout good faith on the period covered thereby, except as otherwise expressly noted basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustmentsthat such variations may be material. (c) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows As of the Lux Closing Date, none of the Lead Borrower and its Subsidiaries most recently delivered pursuant has any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) the liabilities reflected on Schedule 5.05, (ii) obligations arising under the Loan Documents and (iii) liabilities incurred in the ordinary course of business that, either individually or in the aggregate, have not had nor would reasonably be expected to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be materialhave a Material Adverse Effect).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the combined financial condition of the Company Limited and its Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (iiiii) fairly present in show all material respects the consolidated financial condition of the Lux Borrower indebtedness and other liabilities, direct or contingent, Limited and its Subsidiaries as of the date thereof thereof, including liabilities for taxes, material commitments and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustmentsIndebtedness. (cb) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had had, and continues to have, or would could reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheets, sheet and statements of income and statements of cash flows of the Lux Borrower Limited and its Subsidiaries most recently (after giving effect to the OXO Acquisition) (collectively, the "Financial Projections") delivered pursuant prior to Section 6.01(c) the Closing Date were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable fair in light of the conditions existing at the time of delivery of such forecasts; it being understood , and represented, at the time of delivery, in all material respects Limited's best estimate of its future financial performance. Nothing in this clause (c) shall be deemed to constitute an assurance by Limited or its Subsidiaries that no assurance can be given that they will meet the results contained in the Financial Projections. (d) As of the Closing Date, neither Limited nor any particular projections will be realized, actual results may vary from such forecasts and that such variations may be materialof its Subsidiaries has any Off-Balance Sheet Liabilities.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects Borrower has furnished its most recent filings with the combined financial condition of the Company SEC on Forms 10-K and 10-Q. Such Forms 10-K and 10-Q do not, as of the dates thereof and their results of operations specified therein or for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted applicable, contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement therein. (b) The unaudited consolidated , in light of the circumstances under which it was made, not materially misleading as of such dates or for such periods, as applicable, in light of the circumstances under which such statements were made. Each of the financial statements of the Lux Borrower in such Forms 10-K and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were 10-Q has been prepared in accordance with GAAP applied consistently applied throughout with prior periods (subject, in the period covered therebycase of any such unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments), except as otherwise expressly therein noted thereinand except for changes in FASB ASC 840, and (ii) fairly presents or will fairly present in all material respects the consolidated financial condition position of the Lux Borrower and its Subsidiaries as of the date thereof and their the results of the operations of the Borrower and its Subsidiaries for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustmentsthen ended. (cb) Since the Closing Petition Date, there has been no event development, event, condition or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income . Each Lender and statements of cash flows of the Lux Agent hereby acknowledges and agrees that Borrower and its Subsidiaries most recently delivered pursuant may be required to Section 6.01(c) were prepared in good faith on restate historical financial statements as the basis result of the assumptions stated thereinimplementation of changes in GAAP or IFRS, which assumptions were reasonable in light of or the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realizedrespective interpretation thereof, actual results may vary from such forecasts and that such variations may be materialrestatements will not result in a Default under the Loan Documents.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements most recent financial statements provided pursuant to Section 6.01(a) prior to the Amendment No. 5 Effective Date fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the dates 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. (i) The most recent financial statements provided pursuant to Section 6.01(b) prior to the Amendment No. 5 Effective Date fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebySince December 31, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date2021, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheets, statements of income and statements of cash flows As of the Lux Amendment No. 5 Effective Date, none of the Borrower and its Subsidiaries most recently delivered pursuant has any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) the liabilities reflected on Schedule 5.05, (ii) obligations arising under the Loan Documents or under the Senior Notes Documents and (iii) liabilities incurred in the ordinary course of business that, either individually or in the aggregate, have not had nor could reasonably be expected to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be materialhave a Material Adverse Effect).

Financial Statements; No Material Adverse Effect. (a) The Audited Historical Financial Statements fairly present have been prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the combined financial condition of the Company as of the dates thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout (taking into account the period covered thereby, notes thereto) (i) except as otherwise expressly noted therein and (ii) in the case of the unaudited financial statements included therein, subject to normal year-end adjustments, the absence of footnotes and the inclusion of any explanatory note. (b) The unaudited Historical Financial Statements present fairly, in all material respects, the consolidated financial statements position of the Lux Borrower Holdings and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) at the respective dates set forth therein and for the respective periods covered thereby, and were prepared in accordance with GAAP GAAP, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustmentsapplied. (c) Since the Closing DateDecember 31, 2017, there has been no event change, event, occurrence or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (d) The forecasts of consolidated forecasted balance sheets, sheets and income statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently delivered pursuant which have been furnished to Section 6.01(c) were the Administrative Agent prior to the Closing Date, when taken as a whole, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts; made and at the time the forecasts are delivered, it being understood that (i) no forecasts are to be viewed as facts, (ii) any forecasts are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties or the Sponsors, (iii) no assurance can be given that any particular projections forecasts will be realized, realized and (iv) actual results may vary from differ and such forecasts and that such variations differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual Financial Statements and the Quarterly Financial Statements delivered to the Arrangers prior to the Closing Date, and the financial statements hereafter delivered pursuant to Section 7.1(a) or 7.1(b), fairly present in all material respects the combined financial condition of the Company Holdings and its Subsidiaries, on a Consolidated basis, as of the dates thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, (i) except as otherwise expressly noted thereintherein and (ii) subject, in the case of the Quarterly Financial Statements and the financial statements hereafter delivered pursuant to Section 7.1(b), to changes resulting from, normal year-end adjustments and the absence of footnotes. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebySince January 30, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date2021, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheets, statements Financial Performance Projections of income and statements of cash flows of the Lux Borrower Holdings and its Subsidiaries most recently Subsidiaries, copies of which have been furnished to the Administrative Agent and the Arrangers prior to the Closing Date, and all Projections delivered pursuant to Section 6.01(c7.1(d) were have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts; made, it being understood that such Financial Performance Projections and any such Projections delivered pursuant to Section 7.1(d) are subject to significant uncertainties and contingencies, that no assurance can be given that any particular financial projections will be realized, and that actual results may vary from such forecasts differ and that such variations differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the combined financial condition of the Company Consolidated Group as of the dates date thereof and their its 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. (b) The unaudited consolidated financial balance sheet of the Consolidated Group dated September 30, 2022, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries Consolidated Group as of the date thereof and their its results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing DateDecember 31, 2021, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheetssheet, statements statement of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently Consolidated Group delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were the Borrower believed to be reasonable in light of the conditions existing at the time of delivery of made; provided, such forecasts; it being understood forecasts are not to be viewed as facts and that no assurance can be given that any particular projections will be realized, actual results during the period or periods covered by such forecasts may vary differ from such forecasts and that such variations the differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual Financial Statements and the Quarterly Financial Statements delivered to the Arrangers prior to the Closing Date, and the financial statements hereafter delivered pursuant to Section 7.1(a), or 7.1(b) or 7.1(c), fairly present in all material respects the combined financial condition of the Company Holdings and its Subsidiaries, on a Consolidated basis, as of the dates thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, (i) except as otherwise expressly noted thereintherein and (ii) subject, in the case of the Quarterly Financial Statements and the financial statements hereafter delivered pursuant to Section 7.1(b) or (c), to changes resulting from, normal year-end adjustments and the absence of footnotes. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebySince February 2January 30, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date20192021, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheets, statements Financial Performance Projections of income and statements of cash flows of the Lux Borrower Holdings and its Subsidiaries most recently Subsidiaries, copies of which have been furnished to the Administrative Agent and the Arrangers prior to the Closing Date, and all Projections delivered pursuant to Section 6.01(c7.1(d) were have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts; made, it being understood that such Financial Performance Projections and any such Projections delivered pursuant to Section 7.1(d) are subject to significant uncertainties and contingencies, that no assurance can be given that any particular financial projections will be realized, and that actual results may vary from such forecasts differ and that such variations differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements financial statements described in Section 6.01(a) and delivered (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 combined financial condition of the Company Lead Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to described in Section 6.01(b) and delivered (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Lead 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 yearend audit adjustments and recurring year-end audit purchase accounting adjustments. (c) Since the Closing DateJanuary 28, 2017, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated Consolidated forecasted balance sheets, sheet and statements of income and statements of cash flows of the Lux Lead Borrower and its Subsidiaries most recently heretofore or hereafter 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 believed to be reasonable in light of the conditions existing at the time of delivery preparation, provided, that such statements would be subject to normal quarterly and year-end adjustments and the absence of such forecasts; footnotes (it being understood that such forecasted financial information are not to be viewed as facts, is subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties, that no assurance can be is given that any particular projections forecasts will be realized, that actual results may vary from such forecasts differ and that such variations differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the combined financial condition of the Company Consolidated Group as of the dates date thereof and their its 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. (b) The unaudited consolidated financial balance sheet of the Consolidated Group dated September 30, 2021, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries Consolidated Group as of the date thereof and their its results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing DateDecember 31, 2020, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheetssheet, statements statement of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently Consolidated Group delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were the Borrower believed to be reasonable in light of the conditions existing at the time of delivery of made; provided, such forecasts; it being understood forecasts are not to be viewed as facts and that no assurance can be given that any particular projections will be realized, actual results during the period or periods covered by such forecasts may vary differ from such forecasts and that such variations the differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the dates 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 (biii) The unaudited consolidated financial statements show all material indebtedness and other liabilities, direct or contingent, of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof thereof, including liabilities for taxes, material commitments and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustmentsIndebtedness. (cb) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheetssheet, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(c) 4.01 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the then known facts, circumstances and conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be materialrepresented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements Statementsaudited consolidated financial statements of Holdings and its Subsidiaries most recently delivered pursuant to Section 6.01(a) fairly present in all material respects the combined financial condition of the Company CompanyHoldings as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower Dutch BorrowerHoldings and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower Dutch BorrowerHoldings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year---end audit adjustments. (c) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Dutch Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and Unaudited Financial Statements fairly present in all material respects the combined financial condition of the Company Borrower and its consolidated Subsidiaries as of the 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. (b) The unaudited pro forma consolidated financial statements balance sheet of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as at December 31, 2013 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared giving effect (as if such events had occurred on such date) to the Transaction. The Pro Forma Balance Sheet has been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date thereof of delivery thereof, and their results present fairly in all material respects on a pro forma basis the estimated financial position of operations for the period covered therebyBorrower and its Subsidiaries as at December 31, subject to 2013, assuming that the absence of footnotes and to normal and recurring year-end audit adjustmentsevents specified in the preceding sentence had actually occurred at such date. (c) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income . Each Lender and statements of cash flows of the Lux Administrative Agent hereby acknowledges and agrees that the Borrower and its Subsidiaries most recently delivered pursuant may be required to Section 6.01(c) were prepared in good faith on restate historical financial statements as the basis result of the assumptions stated thereinimplementation of changes in GAAP or the interpretation thereof, which assumptions were reasonable in light of and that the conditions existing at the time of delivery fact of such forecasts; it being understood that no assurance can be given that any particular projections restatements for such purpose only will be realizednot, actual results may vary from such forecasts in and that such variations may be materialof itself, result in a Default under the Loan Documents.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the dates 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 (biii) The unaudited consolidated financial statements show or describe all material indebtedness and other liabilities, direct or contingent, of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof thereof, including liabilities for taxes, material commitments and their results of operations for the period covered therebyIndebtedness. (b) There has been no Material Adverse Effect since December 31, subject to the absence of footnotes and to normal and recurring year-end audit adjustments2020. (c) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheetssheet, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable fair in light of the conditions existing at the time of delivery of such forecasts; it being understood , and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance, recognizing that no assurance can be given there are industry-wide risks normally associated with the types of business conducted by the Borrower and its Subsidiaries and that any particular projections will be realized, actual results may vary from the Borrower does not warrant that such forecasts and that such variations may be materialestimates will ultimately prove to have been accurate.

Financial Statements; No Material Adverse Effect. All financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared in accordance with GAAP (aexcept as to any interim financial statements, to the extent such statements are subject to normal year-end adjustments and do not include any notes) The Audited Financial Statements and fairly present in all material respects the combined financial condition and the results of the Company operation of such Borrower and Guarantor as of at the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted periods set forth therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date, there . There has been no act, condition or event or circumstance, either individually or in the aggregate, that which has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, Effect since the date of the most recent audited financial statements of income any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The projections dated February 27, 2009, for the fiscal years ending 2009 through and statements of cash flows including 2011 that have been delivered to Agent or any projections hereafter delivered to Agent have been prepared in light of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis past operations of the businesses of Borrowers and Guarantors and are based upon estimates and assumptions stated therein, all of which assumptions were Borrowers and Guarantors believe to be reasonable and fair in light of the then current conditions existing at and current facts and reflect the time good faith and reasonable estimates of delivery Borrowers and Guarantors of such forecasts; the future financial performance of Borrowers and Guarantors and of the other information projected therein for the periods set forth therein (it being understood that no assurance can be given that any particular projections will be realized, actual results may vary differ from those set forth in such forecasts and that such variations may be materialprojections).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and Unaudited Financial Information fairly present in all material respects the combined financial condition of the Company Target Companies as of the dates 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. (b) The unaudited consolidated financial statements of the Lux Borrower Borrowers and its their Subsidiaries most recently delivered pursuant to Section 6.01(b) (i6.01(b)(i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower Borrowers and its their Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower Borrowers and its their Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, that actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements Statements–2012 of the Borrower and its Subsidiaries (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements balance sheet of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) dated March 31, 2013 and June 30, 2013 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarters ended on such dates (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof such dates 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 and recurring year-end audit adjustments. (c) Since the Closing Datedate of the Audited Financial Statements–2012, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently financial projections delivered pursuant to Section 6.01(c4.01(a)(xii) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts; forecasts (it being understood that any such information is subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, and that no assurance can be given that any particular projections will the future developments addressed in such information can be realized, actual results may vary from such forecasts and that such variations may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP throughout the period covered thereby; and (iii) show all material indebtedness and other material liabilities, subject to direct or contingent, of the absence Company and its Subsidiaries as of footnotes the date thereof, including material liabilities for taxes, material commitments and to normal and recurring year-end audit adjustmentsIndebtedness. (cb) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheets, sheets and consolidated and consolidating statements of income operations and statements of cash flows of the Lux Borrower Company and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in all material respects in light of the conditions existing at the time of delivery of such forecasts; forecasts (it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material), and represented, at the time of delivery, the Company’s good faith estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the combined financial condition of the Company and its Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) 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 the Lux Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal and recurring year-end yearend audit adjustments. (c) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, sheet and statements of income and statements of cash flows of the Lux Borrower Company and its Subsidiaries most recently delivered pursuant to Section Sections 4.01(c)(iii) or 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable fair in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be materialrepresented, at the time of delivery, the Company’s good faith estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) (i) The Audited unaudited pro forma consolidated balance sheet of the Company and its Subsidiaries as at the last day of the most recent fiscal quarter for which Unaudited Financial Statements have been delivered (including the notes thereto describing the pro forma adjustments) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of income of the Company and its Subsidiaries for the twelve months ended on the last day of the most recent fiscal quarter for which Unaudited Financial Statements have been delivered (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which will be furnished to each Lender prior to the Closing Date, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such periods, as the case may be) to the Transactions. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly present in all material respects on a pro forma basis the combined estimated financial condition position of the Company and its consolidated Subsidiaries as at the last day of the dates thereof most recent fiscal quarter for which Unaudited Financial Statements have been delivered and their estimated 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. (b) The unaudited consolidated financial statements assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (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 consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual Financial Statements and the Quarterly Financial Statements fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, (A) except as otherwise expressly noted thereintherein and (B) subject, in the case of the Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebySince December 31, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date2016, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (dc) The forecasts of consolidated forecasted balance sheets, sheets and income statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently delivered pursuant Subsidiaries, copies of which have been furnished to Section 6.01(c) were the Administrative Agent prior to the Closing Date, when taken as a whole, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts; made and at the time the forecasts are delivered, it being understood that (i) no forecasts are to be viewed as facts, (ii) any forecasts are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties or the Sponsors, (iii) no assurance can be given that any particular projections forecasts will be realized, realized and (iv) actual results may vary from differ and such forecasts and that such variations differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements of the Company and its Subsidiaries (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the combined financial condition of the Company and its Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial balance sheet of the Company dated March 31, 2018 and June 30, 2018 and the ANR Entities dated March 31, 2018 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) fiscal quarter ended on such date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower Company and its Subsidiaries as of the date thereof such dates 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 and recurring year-end audit adjustments. (c) Since the Closing DateThere has not occurred, there has been no event or circumstancesince December 31, either individually or in the aggregate2017, that has had or would reasonably be expected to have a any Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently financial projections delivered pursuant to Section 6.01(c4.01(a)(ix) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts; forecasts (it being understood that any such information is subject to significant uncertainties and contingencies, many of which are beyond the Company’s control, and that no assurance can be given that any particular projections will the future developments addressed in such information can be realized, that actual results may vary from differ and such forecasts and that such variations differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements of the Company and its Subsidiaries (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the combined financial condition of the Company and its Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial balance sheet of the Company dated March 31, 2021, June 30, 2021 and September 30, 2021 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) fiscal quarter ended on such date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower Company and its Subsidiaries as of the date thereof such dates 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 and recurring year-end audit adjustments. (c) Since the Closing DateThere has not occurred, there has been no event or circumstancesince December 31, either individually or in the aggregate2020, that has had or would reasonably be expected to have a any Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently financial projections delivered pursuant to Section 6.01(c4.01(a)(ix) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts; forecasts (it being understood that any such information is subject to significant uncertainties and contingencies, many of which are beyond the Company’s control, and that no assurance can be given that any particular projections will the future developments addressed in such information can be realized, that actual results may vary from differ and such forecasts and that such variations differences may be material).

Financial Statements; No Material Adverse Effect. (ai) The Audited Financial Statements audited consolidated balance sheet of Holdings and its Subsidiaries for and as of the fiscal year ending June 30, 2018, and related statements of income, stockholders’ equity and cash flows and (ii) the consolidated balance sheet of Holdings and its Subsidiaries for and as of the fiscal quarters ending September 29, 2018, and December 29, 2018, and related statements of income, stockholders’ equity and cash flows, in each case, fairly present in all material respects the combined financial condition of the Company Holdings and its Subsidiaries as of the 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 for (in the case of interim statements) customary year-end adjustments and the absence of complete footnotes and as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebySince June 30, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date2018, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The forecasts of consolidated forecasted balance sheets, income statements and cash flow statements of income and statements of cash flows of the Lux Borrower Holdings and its Subsidiaries most recently delivered pursuant Restricted Subsidiaries, copies of which have been furnished to Section 6.01(c) were the Administrative Agent before the Third Restatement Effective Date in a form reasonably satisfactory to it, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery preparation of such forecasts; , it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (ai) The Audited Financial Statements audited consolidated balance sheet of Holdings and its Subsidiaries for and as of the fiscal year ending July 2, 2011 and related statements of income, stockholders’ equity and cash flows and (ii) the consolidated balance sheet of Holdings and its Subsidiaries for and as of the fiscal quarter ending March 31, 2012 and related statements of income, stockholders’ equity and cash flows, in each case, fairly present in all material respects the combined financial condition of the Company Holdings and its Subsidiaries as of the 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 for (in the case of interim statements) customary year-end adjustments and the absence of complete footnotes and as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebySince July 2, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date2011, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The forecasts of consolidated forecasted balance sheets, income statements and cash flow statements of income and statements of cash flows of the Lux Borrower Holdings and its Subsidiaries most recently delivered pursuant Restricted Subsidiaries, copies of which have been furnished to Section 6.01(c) were the Administrative Agent prior to the Closing Date in a form reasonably satisfactory to it, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery preparation of such forecasts; , it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the combined financial condition of the Company Borrower and its consolidated Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments[Reserved]. (c) Since the Closing DateDecember 31, 2010, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have result in a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently delivered pursuant for, and as of the end of, each fiscal year commencing after December 31, 2010 and ending on or prior to Section 6.01(c) December 31, 2017 made available to the Administrative Agent prior to the Closing Date were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonably believed by the Borrower to have been reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material. (e) The consolidated forecasted balance sheets, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 or Section 6.01(e) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonably believed by the Borrower to have been reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual Financial Statements and the Quarterly Financial Statements delivered to the Arrangers prior to the Closing Date, and the financial statements hereafter delivered pursuant to Section 7.1(a) or 7.1(b), fairly present in all material respects the combined financial condition of the Company Holdings and its Subsidiaries, on a Consolidated basis, as of the dates thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, (i) except as otherwise expressly noted thereintherein and (ii) subject, in the case of the Quarterly Financial Statements and the financial statements hereafter delivered pursuant to Section 7.1(b), to changes resulting from, normal year-end adjustments and the absence of footnotes. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebySince January 29, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date2022, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently Projections delivered pursuant to Section 6.01(c7.1(d) were have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts; made, it being understood that (i) no forecasts are to be viewed as facts, (ii) such Projections delivered pursuant to Section 7.1(d) are subject to significant uncertainties and contingencies, which may be beyond the control of the Loan Parties, (iii) that no assurance can be given that any particular financial projections will be realized, and (iv) that actual results may vary from such forecasts differ and that such variations differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present present, in all material respects respects, the combined financial condition of the Company Combined Companies as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other material liabilities, direct or contingent, of the Combined Companies as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be shown therein pursuant to GAAP. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebySince December 31, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date2021, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheets, statements sheet and statement of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently Combined Companies delivered pursuant to Section 6.01(c) ), and those delivered on or prior to the Closing Date, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable fair in light of the conditions existing at the time of delivery of such forecasts; forecasts (it being understood and agreed that no assurance can forecasts, estimates and projections as to future events are not to be given viewed as facts or guaranties of future performance, that any particular projections will be realized, actual results during the period or periods covered by such projections may vary differ from such forecasts the projected results and that such variations differences may be materialmaterial and that the Borrower makes no representation that such representations will in fact be realized). As to statements, information and reports specified as having been derived by the Combined Companies from third parties, other than Affiliates of the Borrower or any of its Subsidiaries, the Borrower represents only that it has no knowledge of any material misstatement therein.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and fairly present present, in all material respects respects, the combined financial condition of the Company Pubco and its Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments[Reserved]. (c) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had had, or would reasonably be expected to have have, a Material Adverse Effect. (d) The consolidated Consolidated forecasted balance sheets, sheet and statements of income and statements of cash flows of the Lux Borrower Parent and its Subsidiaries most recently delivered pursuant to Section 6.01(c6.01(d) were prepared in good faith on the basis of assumptions believed by the assumptions stated therein, which assumptions were Parent 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 Loan Parties’ reasonable estimate of its future financial performance (it being 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 can be is given that any particular projections forecasts will be realized, that actual results may vary from such forecasts differ and that such variations differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements of the Borrower and its Subsidiaries (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements balance sheet of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) dated March 31, 2016, June 30, 2016 and September 30, 2016 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarters ended on such dates (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof such dates 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 and recurring year-end audit adjustments. (c) Since the Closing DateDecember 31, 2016, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently financial projections delivered pursuant to Section 6.01(c4.01(a)(viii) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts; forecasts (it being understood that any such information is subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, and that no assurance can be given that any particular projections will the future developments addressed in such information can be realized, actual results may vary from such forecasts and that such variations may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the combined financial condition of the Company and its Subsidiaries as of the 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 thereintherein (subject, in the case of the Unaudited Financial Statements, to normal year-end audit adjustments and the absence of footnotes). (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebySince December 27, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date2020, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The forecasts of consolidated forecasted balance sheets, income statements and cash flow statements of income and statements of cash flows of the Lux Borrower Company and its Subsidiaries most recently delivered pursuant for each fiscal years 2021 through 2026, copies of which have been furnished to Section 6.01(c) were the Administrative Agent prior to the Closing Date in a form reasonably satisfactory to it, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery preparation of such forecasts; , it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material. (d) As of the Closing Date, neither any Borrower nor any Subsidiary 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 5.05, (ii) obligations arising under the Loan Documents or otherwise permitted under Article VII and (iii) liabilities incurred in the ordinary course of business) that, either individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements each fairly present in all material respects the combined financial condition of the Company Borrower and the GAAP Consolidated Members of the Borrower, in each case, as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements disclosed to the Administrative Agent prior to the ClosingAmendment No. 4 Effective Date, and in the case of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were Audited Financial Statements, prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein, and thereby (ii) fairly present in all material respects the consolidated financial condition case of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered therebyinterim statements, subject to year-end adjustments and the absence of footnotes footnotes). All projections delivered from time to time to the Administrative Agent and to normal and recurring year-end audit adjustments. (c) Since the Closing DateLenders, there has in each case, have been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith faith, based on assumptions believed by the basis management of the assumptions stated therein, which assumptions were Borrower to be reasonable in light of the conditions existing circumstances at the time of delivery of such forecastspreparation; it being understood that any such projections (i) are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries, that no assurance can be given that any particular projections will be realized, that actual results may vary from such forecasts differ and that such variations differences may be materialmaterial and (ii) are not a guarantee of performance. (b) Since August 1July 29, 20182023, there has been no change in the condition, financial or otherwise, of the Borrower or any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect. Each Lender and the Administrative Agent hereby acknowledges and agrees that the Borrower and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and that such restatements will not result in a Default or Event of Default under the Loan Documents.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements of Contura and its Subsidiaries (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial balance sheet of Contura dated March 31, 2019, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) fiscal quarter ended on such date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower Contura and its Subsidiaries as of the date thereof such dates 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 and recurring year-end audit adjustments. (c) Since the Closing DateThere has not occurred, there has been no event or circumstancesince December 31, either individually or in the aggregate2018, that has had or would reasonably be expected to have a any Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently financial projections delivered pursuant to Section 6.01(c4.01(a)(vi) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts; forecasts (it being understood that any such information is subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, and that no assurance can be given that any particular projections will the future developments addressed in such information can be realized, that actual results may vary from differ and such forecasts and that such variations differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the combined financial condition of the Company Parent and its Subsidiaries as of the dates 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 (biii) The unaudited consolidated financial statements show all material indebtedness and other liabilities, direct or contingent, of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower Parent and its Subsidiaries as of the date thereof thereof, including liabilities for taxes, material commitments and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustmentsIndebtedness. (cb) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheets, sheet and statements of income and statements of cash flows of the Lux Borrower Parent and its Subsidiaries most recently delivered pursuant to Section 6.01(c6.01(b) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Parent’s best estimate of its future financial performance; it being understood provided, however, the Lenders recognize that no assurance can projections as to future events are not to be given interpreted as facts and that any particular projections will be realized, actual results during the period or periods covered by such projections may vary differ from the projected results and such forecasts and that such variations differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b4.01(g)(i) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iiSection 4.01(g)(ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with IFRS consistently applied throughout the period covered thereby, subject except as otherwise expressly noted therein, subject, in the case of the financial statements delivered pursuant to Section 4.01(g)(ii), to normal year—end audit adjustments and the absence of footnotes footnotes. (b) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Borrower and its Subsidiaries delivered pursuant to normal Section 4.01(h) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by the management of the Borrower to be reasonable as of the date of delivery thereof; it being recognized by the Agents and recurring year-end audit adjustmentsthe Lenders that such projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Restricted Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material. (c) Since the Closing Date, there There has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have have, since the Closing Date, a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the combined financial condition of the Company and its Restricted Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements Since the date of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing DateAudited Financial Statements, there has been no event or circumstancecircumstance (including any casualty event), either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheets, statements of income and statements of cash flows of projections that have been delivered to the Lux Borrower and its Subsidiaries most recently delivered Administrative Agent pursuant to Section 6.01(c) were 4.01 or any projections hereafter delivered to the Administrative Agent have been prepared in good faith on the basis light of the past operations of the businesses of the Company and its Restricted Subsidiaries and are based upon estimates and assumptions stated therein, all of which assumptions were the Company believed to be reasonable as of the date of the preparation of such projections in light of then current conditions and current facts and reflect the conditions existing at good faith and reasonable estimates of the time Company of delivery the future financial performance of the Company and its Restricted Subsidiaries as of the date of the preparation of such forecasts; projections for the periods set forth therein (it being understood that no assurance can be given that any particular projections will be realized, actual results may vary differ from those set forth in such forecasts projections and that such variations differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the combined financial condition of the Company Parent and its Subsidiaries as of the dates 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 (biii) The unaudited consolidated financial statements to the extent required by GAAP show all Material Indebtedness and other liabilities, direct or contingent, of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower Parent and its Subsidiaries as of the date thereof thereof, including liabilities for Taxes, material commitments and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustmentsIndebtedness. (cb) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect, it being understood that all litigation filed against the Loan Parties or their Affiliates with respect to the subject of the March 1, 2015 60 Minutes report on the Lead Borrower and its business (and any subsequent media reports with respect to the subject of such 60 Minutes report) shall not, to the extent disclosed to the Agent in writing on or before March 27, 2015, be deemed violative of this clause (b). (c) To the knowledge of the Lead Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, (i) in any financial information delivered or to be delivered to the Agent or the Lenders, (ii) of the Borrowing Base, (iii) of covenant compliance calculations provided hereunder or (iv) of the assets, liabilities, financial condition or results of operations of the Parent and its Subsidiaries on a Consolidated basis. (d) The consolidated forecasted balance sheets, financial statements of income and statements of cash flows of the Lux Borrower Parent and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were was prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable believed by the Loan Parties’ management to be fair in light of the conditions existing at the time of delivery of such forecasts; , and represented, at the time of delivery, the Loan Parties’ reasonable estimate of its future financial performance (it being understood that no assurance can be is given that any particular such projections will be realized, met or realized and that actual results may vary from such forecasts and that such variations may be materialforecasted financial information).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the combined financial condition of the Company Parent and its Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (iiiii) fairly present in show or describe all material respects the consolidated financial condition indebtedness and other liabilities, direct or contingent, of the Lux Borrower Parent and its Subsidiaries as of the date thereof thereof, including liabilities for taxes, material commitments and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustmentsIndebtedness. (cb) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheetssheet, statements of income and statements of cash flows of the Lux Borrower Parent and its Subsidiaries most recently delivered pursuant to Section 4.01 or Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable fair in light of the conditions existing at the time of delivery of such forecasts; it being understood , and represented, at the time of delivery, Parent’s best estimate of its future financial condition and performance, recognizing that no assurance can be given - 77 - there are industry-wide risks normally associated with the types of business conducted by Parent and its Subsidiaries and that any particular projections will be realized, actual results may vary from Parent does not warrant that such forecasts and that such variations may be materialestimates will ultimately prove to have been accurate.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the combined financial condition of the Company and its Restricted Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements Since the date of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing DateAudited Financial Statements, there has been no event or circumstancecircumstance (including any casualty event), either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheets, statements of income and statements of cash flows of projections that have been delivered to the Lux Borrower and its Subsidiaries most recently delivered Administrative Agent pursuant to Section 6.01(c) were 4.01 or anyAny projections hereafter delivered to the Administrative Agent have been prepared in good faith on the basis light of the past operations of the businesses of the Company and its Restricted Subsidiaries and are based upon estimates and assumptions stated therein, all of which assumptions were the Company believed to be reasonable as of the date of the preparation of such projections in light of then current conditions and current facts and reflect the conditions existing at good faith and reasonable estimates of the time Company of delivery the future financial performance of the Company and its Restricted Subsidiaries as of the date of the preparation of such forecasts; projections for the periods set forth therein (it being understood that no assurance can be given that any particular projections will be realized, actual results may vary differ from those set forth in such forecasts projections and that such variations differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements Auditedmost recent Ffinancial Sstatements provided pursuant to Section 6.01(a) prior to the Amendment No. 5 Effective Date fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the dates 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. (i) The Unauditedmost recent Ffinancial Sstatements provided pursuant to Section 6.01(b) prior to the Amendment No. 5 Effective Date fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein. (b) The unaudited forecasts of consolidated financial statements of the Lux Borrower balance sheets and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements cash flow of cash flows of the Lux Borrower Holdings and its Subsidiaries most recently delivered pursuant which have been furnished to Section 6.01(c) were the Administrative Agent prior to the Closing Date have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery preparation of such forecasts; , it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries and Parent and its Subsidiaries, as applicable, as of the dates 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. (b) The unaudited forecasts of consolidated financial balance sheets and consolidated statements of income and cash flow of the Lux Borrower and its Subsidiaries most recently delivered pursuant which have been furnished to Section 6.01(b) (i) were the Lender prior to the ClosingFirst Amendment Effective Date have been prepared in accordance with GAAP consistently applied throughout good faith on the period covered thereby, except as otherwise expressly noted basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustmentsthat such variations may be material. (c) Since the Closing DateDecember 31, 20158, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows As of the Lux ClosingFirst Amendment Effective Date, none of the Borrower and or its Subsidiaries most recently delivered pursuant to Section 6.01(chas any material Indebtedness for borrowed money (other than (i) were prepared in good faith Indebtedness reflected on Schedule 5.05, (ii) Indebtedness arising under the basis of Senior REIT Facilities, (iii) Indebtedness arising under the assumptions stated therein, which assumptions were reasonable in light of Senior Notes Indenture and the conditions existing at New Senior Notes Indenture and (iiiiv) Indebtedness arising under the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be materialLoan Documents).

Financial Statements; No Material Adverse Effect. (a) (i) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company Lead Borrower and its consolidated Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (ii) the Unaudited Financial Statements fairly present in all material respects the financial condition of the Lead Borrower and its consolidated Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebySince February 3, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date2013, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, neither any Loan Party nor any Subsidiary has any material Indebtedness or other material obligations or liabilities (including liabilities for taxes and material commitments), direct or contingent other than (i) the liabilities reflected on Schedule 6.03, and (ii) obligations arising under this Agreement and the other Loan Documents. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows As of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in Closing Date, the Financial Performance Projections attached hereto as Schedule 3.05(d), represent the Borrowers’ best good faith estimate of future financial performance and are based on assumptions believed by the basis of the assumptions stated therein, which assumptions were Borrowers to be fair and reasonable in light of the conditions existing at the time of delivery of such forecasts; current market conditions, it being understood acknowledged and agreed by Administrative Agent and Lenders that no assurance can projections as to future events are not to be given viewed as facts and that any particular projections will be realized, the actual results during the period or periods covered by such Financial Performance Projections may vary differ from such forecasts and that such variations may be materialthe projected results set forth therein.

Financial Statements; No Material Adverse Effect. (a) The Audited Historical Financial Statements have been prepared in accordance with GAAP (except as may otherwise be disclosed in the Form 10) and present fairly present (on the basis disclosed in the footnotes to such financial statements), in all material respects respects, the combined financial condition and results of operations of the Company CX Business as of the 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. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) Pro Forma Financial Statements (i) were have been prepared by the Borrower in accordance with GAAP consistently applied throughout good faith, based on the period covered thereby, except as otherwise expressly noted thereinassumptions believed by the Borrower to be reasonable at the time made, and (ii) fairly present present, in all material respects respects, the pro forma condensed combined financial position and the pro forma condensed combined results of operations of the CX Business as of the dates thereof and for the periods covered thereby as if the Spin-Off had occurred on such date or at the beginning of such period, as applicable. (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 Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements), in all material respects, the consolidated financial condition condition, results of operations and cash flows of the Lux Borrower and its Subsidiaries as of the date dates thereof and their results of operations for the period periods covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (cd) Since the Closing DateNovember 30, 2019, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets; provided, statements of income that, it is understood and statements of cash flows agreed that the execution of the Lux Borrower documentation for, and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis consummation of the assumptions stated thereintransactions constituting, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be materialSpin-Off shall not constitute a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present audited consolidated financial statements referred to in all material respects Section 4.01(b)(i) and the combined audited financial statements most recently delivered pursuant to Section 6.01(a) give a true and fair view of the consolidated financial condition of the Company Borrower and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of referred to in Section 4.01(b)(ii) and the Lux Borrower and its Subsidiaries unaudited financial statements most recently delivered pursuant to Section 6.01(b) (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 consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing DateDecember 31, 2015, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 4.01(b)(iii) or Section 6.01(c) ), as applicable, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the combined financial condition of the Company Parent Borrower and its Subsidiaries as of the dates 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 (biii) The unaudited consolidated financial statements show all material indebtedness and other liabilities, direct or contingent, of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Parent Borrower and its Subsidiaries as of the date thereof thereof, including liabilities for taxes, material commitments and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustmentsIndebtedness. (cb) Since the Closing DateOctober 1, 2011, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheetssheet, statements of income and statements of cash flows of the Lux Parent Borrower and its Subsidiaries most recently delivered to the Lenders prior to the Closing Date or pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be materialrepresented, at the time of delivery, a reasonable estimate of the Parent Borrower's future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the combined financial condition of the Company and its Restricted Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements Since the date of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing DateAudited Financial Statements, there has been no event or circumstancecircumstance (including any casualty event), either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheets, statements of income and statements of cash flows Any projections hereafter delivered to the Administrative Agent have been prepared in light of the Lux Borrower past operations of the businesses of the Company and its Restricted Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the and are based upon estimates and assumptions stated therein, all of which assumptions were the Company believed to be reasonable as of the date of the preparation of such projections in light of then current conditions and current facts and reflect the conditions existing at good faith and reasonable estimates of the time Company of delivery the future financial performance of the Company and its Restricted Subsidiaries as of the date of the preparation of such forecasts; projections for the periods set forth therein (it being understood that no assurance can be given that any particular projections will be realized, actual results may vary differ from those set forth in such forecasts projections and that such variations differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the dates 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 (biii) The unaudited consolidated financial statements show all material indebtedness and other material liabilities, direct or contingent, of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (cb) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The projected consolidated forecasted balance sheets, financial statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in the Administrative Agent and the Lenders prior to the Closing Date are based on good faith on estimates and assumptions made by the basis management of the assumptions stated therein, which assumptions were Borrower and believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts; made, it being understood recognized by the Lenders that no assurance can such projections as to future events are not to be given viewed as facts and that any particular projections will be realized, actual results during the period or periods covered by any such projections may vary differ from such forecasts and that such variations may be materialthe projected results.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (iiiii) fairly present in show all material respects the consolidated financial condition indebtedness and other liabilities, direct or contingent, of the Lux Borrower and its Subsidiaries as of the date thereof thereof, including liabilities for taxes, material commitments and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustmentsIndebtedness. (cb) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheetssheet, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 4.01 or Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrower’s best estimate of its future financial condition and performance; it being understood that no assurance can be given such forecasts and other projections are inherently uncertain and that any particular projections will be realized, actual future results may vary from such forecasts and that such variations may be materialmaterially therefrom.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries and Parent and its Subsidiaries, as applicable, as of the dates 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. (b) The unaudited forecasts of consolidated financial balance sheets and consolidated statements of income and cash flow of the Lux Borrower and its Subsidiaries most recently delivered pursuant which have been furnished to Section 6.01(b) (i) were the Administrative Agent prior to the ClosingFourth Amendment Effective Date have been prepared in accordance with GAAP consistently applied throughout good faith on the period covered thereby, except as otherwise expressly noted basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustmentsthat such variations may be material. (c) Since the Closing DateDecember 31, 20158, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows As of the Lux ClosingFourth Amendment Effective Date, none of the Borrower and or its Subsidiaries most recently delivered pursuant to Section 6.01(chas any material Indebtedness for borrowed money (other than (i) were prepared in good faith Indebtedness reflected on Schedule 5.05 and (ii) Indebtedness arising under the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be materialLoan Documents).

Financial Statements; No Material Adverse Effect. (ai) [Reserved]. (ii) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the dates 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. (iii) The Unaudited Financial Statements fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein. (b) The unaudited forecasts of consolidated financial balance sheets and consolidated statements of income and cash flow of the Lux Borrower and its Subsidiaries most recently delivered pursuant which have been furnished to Section 6.01(b) (i) were the Administrative Agent prior to the Closing Date have been prepared in accordance with GAAP consistently applied throughout good faith on the period covered thereby, except as otherwise expressly noted basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustmentsthat such variations may be material. (c) Since the Closing DateDecember 31, 2012, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the combined financial condition of the Company and its Subsidiaries as of the 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 thereintherein (subject, in the case of the Unaudited Financial Statements, to normal year-end audit adjustments and the absence of footnotes). (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebySince December 31, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date2016, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The forecasts of consolidated forecasted balance sheets, income statements and cash flow statements of income and statements of cash flows of the Lux Borrower Company and its Subsidiaries most recently delivered pursuant for each fiscal years 2018 through 2022, copies of which have been furnished to Section 6.01(c) were the Administrative Agent prior to the Closing Date in a form reasonably satisfactory to it, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery preparation of such forecasts; , it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material. (d) As of the Closing Date, neither any Borrower nor any Subsidiary 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 5.05, (ii) obligations arising under the Loan Documents or otherwise permitted under Article VII and (iii) liabilities incurred in the ordinary course of business) that, either individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (ai) The Audited Financial Statements audited consolidated balance sheet of Holdings and its Subsidiaries for and as of the fiscal year ending June 27, 2015, and related statements of income, stockholders’ equity and cash flows and (ii) the consolidated balance sheet of Holdings and its Subsidiaries for and as of the fiscal quarter ending September 26, 2015, and related statements of income, stockholders’ equity and cash flows, in each case, fairly present in all material respects the combined financial condition of the Company Holdings and its Subsidiaries as of the 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 for (in the case of interim statements) customary year-end adjustments and the absence of complete footnotes and as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebySince June 27, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date2015, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The forecasts of consolidated forecasted balance sheets, income statements and cash flow statements of income and statements of cash flows of the Lux Borrower Holdings and its Subsidiaries most recently delivered pursuant Restricted Subsidiaries, copies of which have been furnished to Section 6.01(c) were the Administrative Agent before the Second Restatement Effective Date in a form reasonably satisfactory to it, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery preparation of such forecasts; , it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual Financial Statements and the financial statements delivered pursuant to Section 4.01(h)(i) fairly present in all material respects the combined financial condition of the Company Parent and its Subsidiaries or the Acquired Business, as applicable, as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP (as in effect on the Closing Date (or the date of preparation)) consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had resulted in, and is reasonably expected, individually or would reasonably be expected in the aggregate, to have result in a Material Adverse Effect. (dc) The forecasts of consolidated forecasted balance sheets, statements of income sheets and statements of cash flows comprehensive income (loss) of the Lux Borrower Parent and its Subsidiaries most recently delivered pursuant which have been furnished to Section 6.01(c) were the Administrative Agent prior to the Closing Date, when taken as a whole, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts; made and at the time the forecasts are delivered, it being understood that (i) no forecasts are to be viewed as facts, (ii) any forecasts are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties, (iii) no assurance can be given that any particular projections forecasts will be realized, realized and (iv) actual results may vary from differ and such forecasts and that such variations differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries and Parent and its Subsidiaries, as applicable, as of the dates 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. (b) The unaudited forecasts of consolidated financial balance sheets and consolidated statements of income and cash flow of the Lux Borrower and its Subsidiaries most recently delivered pursuant which have been furnished to Section 6.01(b) (i) were the Lender prior to the Closing Date have been prepared in accordance with GAAP consistently applied throughout good faith on the period covered thereby, except as otherwise expressly noted basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustmentsthat such variations may be material. (c) Since the Closing DateDecember 31, 2015, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows As of the Lux Closing Date, none of the Borrower and or its Subsidiaries most recently delivered pursuant to Section 6.01(chas any material Indebtedness for borrowed money (other than (i) were prepared in good faith Indebtedness reflected on Schedule 5.05, (ii) Indebtedness arising under the basis of Senior REIT Facilities, (iii) Indebtedness arising under the assumptions stated therein, which assumptions were reasonable in light of Senior Notes Indenture and the conditions existing at New Senior Notes Indenture and (iii) Indebtedness arising under the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be materialLoan Documents).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the dates 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 (biii) The unaudited consolidated financial statements show all material indebtedness and other liabilities, direct or contingent, of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for (but with respect to Audited Financial Statements delivered after the period covered therebydate hereof, subject only to the absence of footnotes extent required in accordance with GAAP), including liabilities for taxes, material commitments and to normal and recurring year-end audit adjustmentsIndebtedness. (b) [Reserved]. (c) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheetssheet, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 4.01 or Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by the Borrower to be reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be materialrepresented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (ai) The Audited Financial Statements audited consolidated balance sheet of Holdings and its Subsidiaries for and as of the fiscal year ending June 29, 2019, and related statements of income, stockholders’ equity and cash flows and (ii) the consolidated balance sheet of Holdings and its Subsidiaries for and as of the fiscal quarter ending September 28, 2019, and related statements of income, stockholders’ equity and cash flows, in each case, fairly present in all material respects the combined financial condition of the Company Holdings and its Subsidiaries as of the 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 for (in the case of interim statements) customary year-end adjustments and the absence of complete footnotes and as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebySince June 29, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date2019, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The forecasts of consolidated forecasted balance sheets, income statements and cash flow statements of income and statements of cash flows of the Lux Borrower Holdings and its Subsidiaries most recently delivered pursuant Restricted Subsidiaries, copies of which have been furnished to Section 6.01(c) were the Administrative Agent before the Fourth Restatement Effective Date in a form reasonably satisfactory to it, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery preparation of such forecasts; , it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and Unaudited Financial Statements fairly present in all material respects the combined financial condition of the Company Borrower and its consolidated Subsidiaries as of the 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. (b) The unaudited pro forma consolidated financial statements balance sheet of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as at [_____] (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared giving effect (as if such events had occurred on such date) to the Transaction. The Pro Forma Balance Sheet has been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date thereof of delivery thereof, and their results present fairly in all material respects on a pro forma basis the estimated financial position of operations for the period covered therebyBorrower and its Subsidiaries as at June 30, subject to 2013, assuming that the absence of footnotes and to normal and recurring year-end audit adjustmentsevents specified in the preceding sentence had actually occurred at such date. (c) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income . Each Lender and statements of cash flows of the Lux Administrative Agent hereby acknowledges and agrees that the Borrower and its Subsidiaries most recently delivered pursuant may be required to Section 6.01(c) were prepared in good faith on restate historical financial statements as the basis result of the assumptions stated thereinimplementation of changes in GAAP or the interpretation thereof, which assumptions were reasonable in light of and that the conditions existing at the time of delivery fact of such forecasts; it being understood that no assurance can be given that any particular projections restatements for such purpose only will be realizednot, actual results may vary from such forecasts in and that such variations may be materialof itself, result in a Default under the Loan Documents.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the combined financial condition of the Company Consolidated Group as of the dates date thereof and their its 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. (b) The unaudited consolidated financial balance sheet of the Consolidated Group dated September 30, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries Consolidated Group as of the date thereof and their its results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing DateDecember 31, 2012, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheetssheet, statements statement of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently Consolidated Group delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were the Borrower believed to be reasonable in light of the conditions existing at the time of delivery of made; provided, such forecasts; it being understood forecasts are not to be viewed as facts and that no assurance can be given that any particular projections will be realized, actual results during the period or periods covered by such forecasts may vary differ from such forecasts and that such variations the differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual Financial Statements fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP (as in effect on the Closing Date (or the date of preparation)) consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had resulted in, and is reasonably expected, individually or would reasonably be expected in the aggregate, to have result in a Material Adverse Effect. (dc) The forecasts of consolidated forecasted balance sheets, statements of income sheets and statements of cash flows comprehensive income (loss) of the Lux Borrower and its Subsidiaries most recently delivered pursuant which have been furnished to Section 6.01(c) were the Lenders prior to the Closing Date, when taken as a whole, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts; made and at the time the forecasts are delivered, it being understood that (i) no forecasts are to be viewed as facts, (ii) any forecasts are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties or the Sponsors, (iii) no assurance can be given that any particular projections forecasts will be realized, realized and (iv) actual results may vary from differ and such forecasts and that such variations differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the applicable period covered thereby, except as otherwise expressly noted therein, and ; (ii) present fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the respective date thereof and their results of operations for the applicable period covered thereby in accordance with GAAP consistently applied throughout the applicable period covered thereby, subject to except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the absence Borrower and its Subsidiaries as of footnotes the respective date thereof, including liabilities for taxes, material commitments and to normal Indebtedness. (b) The December 31, 2003 and recurring year-end audit adjustments2004 Annual Statement of each Material Insurance Subsidiary (i) were prepared in accordance with SAP consistently applied through the applicable periods covered thereby, except as otherwise expressly noted therein; (ii) present fairly in all material respects the financial condition of each Material Insurance Subsidiary as of the respective date thereof and their results of operations for the applicable period covered thereby; and (iii) show all material indebtedness and other liabilities, direct or contingent, of each Material Insurance Subsidiary as of the respective date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the Closing DateDecember 31, 2004, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements of Contura and its Subsidiaries (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial balance sheet of Contura dated March 31, 2018 and June 30, 2018 and the ANR Entities dated March 31, 2018 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) fiscal quarter ended on such date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower Contura and its Subsidiaries as of the date thereof such dates 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 and recurring year-end audit adjustments. (c) Since the Closing DateThere has not occurred, there has been no event or circumstancesince December 31, either individually or in the aggregate2017, that has had or would reasonably be expected to have a any Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently financial projections delivered pursuant to Section 6.01(c4.01(a)(vi) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts; forecasts (it being understood that any such information is subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, and that no assurance can be given that any particular projections will the future developments addressed in such information can be realized, that actual results may vary from differ and such forecasts and that such variations differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Quarterly Financial Statements fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, (A) except as otherwise expressly noted thereintherein and (B) subject, in the case of the Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect and (ii) for purposes of the initial borrowing and other Extensions of Credit on the Closing Date, except as has been disclosed in the Borrower’s public filings with the SEC as of the date hereof (excluding any risk factor disclosures set forth under the heading “Risk Factors” or any disclosure of risks included in any “forward-looking statements” disclaimer to the extent that such disclosures are general in nature, or cautionary, predictive or forward-looking in nature), since December 31, 2012, there has not occurred any event that has had or would reasonably be expected to have a Company Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the combined financial condition of the Company Consolidated Group as of the dates date thereof and their its 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. (b) The unaudited consolidated financial balance sheet of the Consolidated Group dated September 30, 2017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries Consolidated Group as of the date thereof and their its results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing DateSeptember 30, 2017, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheetssheet, statements statement of income and statements of cash flows of the Lux Borrower and its Subsidiaries most recently Consolidated Group delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were the Borrower believed to be reasonable in light of the conditions existing at the time of delivery of made; provided, such forecasts; it being understood forecasts are not to be viewed as facts and that no assurance can be given that any particular projections will be realized, actual results during the period or periods covered by such forecasts may vary differ from such forecasts and that such variations the differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements most recent financial statements provided pursuant to Section 6.01(a) prior to the Amendment No. 57 Effective Date fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the dates 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. (i) The most recent financial statements provided pursuant to Section 6.01(b) prior to the Amendment No. 57 Effective Date fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebySince December 31, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing Date2021,2022, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheets, statements of income and statements of cash flows As of the Lux Amendment No. 57 Effective Date, none of the Borrower and its Subsidiaries most recently delivered pursuant has any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) the liabilities reflected on Schedule 5.05, (ii) obligations arising under the Loan Documents or under the Senior Notes Documents and (iii) liabilities incurred in the ordinary course of business that, either individually or in the aggregate, have not had nor could reasonably be expected to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be materialhave a Material Adverse Effect).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) present fairly present in all material respects the combined financial condition of the Company Parent and its Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements Since the date of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing DateAudited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (c) To the best knowledge of the Borrowers, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, in any financial information delivered or to be delivered to the Administrative Agent or the Lenders, of (i) covenant compliance calculations provided hereunder or (ii) the assets, liabilities, financial condition or results of operations of Parent and its Subsidiaries on a Consolidated basis. (d) The consolidated Consolidated and consolidating forecasted balance sheets, sheet and statements of income and statements of cash flows of the Lux Borrower Parent and its Subsidiaries most recently 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 reasonable fair in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be materialrepresented, at the time of delivery, the Borrowers’ best estimate of its future financial performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements audited consolidated financial statements of the Parent and its Subsidiaries most recently delivered pursuant to Section 6.01(a) fairly present in all material respects the combined consolidated financial condition of the Company Parent and its Subsidiaries as of the dates 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. (b) The unaudited consolidated financial statements of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (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 in all material respects the consolidated financial condition of the Lux Borrower Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing DateDecember 31, 2021, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income financial position and statements of cash flows operation and other comprehensive income of the Lux Borrower Parent and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the combined financial condition of the Company and its Restricted Subsidiaries as of the dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated financial statements Since the date of the Lux Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Lux Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) Since the Closing DateAudited Financial Statements, there has been no event or circumstancecircumstance (including any casualty event), either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (dc) The consolidated forecasted balance sheets, statements of income and statements of cash flows of projections that have been delivered to the Lux Borrower and its Subsidiaries most recently delivered Administrative Agent pursuant to Section 6.01(c) were 4.01 or any projections hereafter delivered to the Administrative Agent have been prepared in good faith on the basis light of the past operations of the businesses of the Company and its Restricted Subsidiaries and are based upon estimates and assumptions stated therein, all of which assumptions were the Company believed to be reasonable as of the date of the preparation of such projections in light of then current conditions and current facts and reflect the conditions existing at good faith and reasonable estimates of the time Company of delivery the future financial performance of the Company and its Restricted Subsidiaries as of the date of the preparation of such forecasts; projections for the periods set forth therein (it being understood that no assurance can be given that any particular projections will be realized, actual results may vary differ from those set forth in such forecasts projections and that such variations differences may be material.). CHAR1\1718846v5