Common use of Financial Statements; Projections Clause in Contracts

Financial Statements; Projections. Each Arranger and the Lenders shall have received (1) the Section 6.12(b) Statements (as defined in the Merger Agreement) for Target’s 2006 fiscal year, (2) unaudited consolidated balance sheets and related statements of income and cash flows of Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements, (y) are subject to normal year-end adjustments and (z) need not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100) for each fiscal quarter of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1) and at least 45 days prior to the Closing Date, (3) pro forma consolidated balance sheets and related statements of income of Company and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) above, and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (2) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby, and (4) detailed projected consolidated financial statements of Company and its Subsidiaries for the five Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of Company and its Subsidiaries after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Company. It is understood and agreed that the unaudited financial statements required to be delivered pursuant to this subsection 4.1D shall be subject to the Restatement and Related Matters and any impact that any such matters may have on the information set forth in such financial statements except to the extent that any such financial statements are delivered after the date Target has filed with the Securities Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through December 31, 2006.

Financial Statements; Projections. Each Arranger and the Lenders shall have received (1) the Section 6.12(b) Statements (as defined in the Merger Agreement) for Target’s 2006 fiscal year, (2) unaudited consolidated balance sheets and related statements of income and cash flows of Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements, statements and (y) are subject to normal year-end adjustments and (z) need not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100adjustments) for each fiscal quarter Fiscal Quarter of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1) December 31, 2006 and at least 45 days prior to the Closing Date; (2) interim consolidated balance sheets and related statements of income and cash flows of Target for each month ended after any Fiscal Quarter ended after December 31, 2006 for which unaudited financial statements are required to be delivered pursuant to clause (1) above and at least 30 days prior to the Closing Date; (3) pro forma consolidated balance sheets and related statements of income of Company Holdings and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) above, ended 2006 and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (21) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby, ; and (4) detailed projected consolidated financial statements of Company Holdings and its Subsidiaries for the five eight Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of Holdings and its Subsidiaries (and, applicable, of Company and its Subsidiaries Subsidiaries), after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Company. It is understood and agreed that the unaudited financial statements required to be delivered pursuant to this subsection 4.1D shall be subject to the Restatement and Related Matters and any impact that any such matters may have on the information set forth in such financial statements except to the extent that any such financial statements are delivered after the date Target has filed with the Securities Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through December 31, 2006Target.

Financial Statements; Projections. Each Arranger (a) The Company has delivered to the Investors the final but yet-to-be-signed draft of audited consolidated balance sheet, income statement and cash flow statement of the Lenders shall WFOE as at December 31, 2004 and 2005, for the fiscal years then ended (which financial statements have received (1) been prepared and audited and will be certified by a firm of independent certified public accountants of recognized international standing and reputation selected by the Section 6.12(b) Statements (Company and acceptable to the Investors), as defined in well as the Merger Agreement) for Target’s 2006 fiscal year, (2) unaudited consolidated balance sheets and related statements of sheet, income statement and cash flows flow statement of Target the WFOE as at and its Subsidiaries for the 3-month period ended March 31, 2006 (which collectively, the “Financial Statements”). Such Financial Statements (xi) need not include any information are in accordance with the books and records of the applicable Group Company, (ii) are true, correct and complete and present fairly the financial condition of such Group Company at the date or notes not required by GAAP dates therein indicated and the results of operations for the period or periods therein specified, and (iii) have been prepared in accordance with the International Financial Reporting Standards applied on a consistent basis (“IFRS”), except as to be included in interim the unaudited consolidated financial statements, (y) are subject to for the omission of notes thereto and normal year-end adjustments audit adjustments. Specifically, but not by way of limitation, the respective balance sheets of the Financial Statements disclose all of the respective Group Company’s material debts, liabilities and obligations of any nature, whether due or to become due, as of their respective dates (zincluding, without limitation, absolute liabilities, accrued liabilities, and contingent liabilities) need not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100) for each fiscal quarter of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1) extent such debts, liabilities and at least 45 days prior to the Closing Date, (3) pro forma consolidated balance sheets and related statements of income of Company and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) above, and for any quarters ended thereafter for which unaudited financial statements obligations are required to be delivered pursuant disclosed in accordance with IFRS. Each Group Company has good and marketable title to clause (2) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated all assets set forth on the last day balance sheets of the respective period (Financial Statements, except for such assets as have been spent, sold or transferred in the case ordinary course of balance sheets) or on business since their respective dates. Except as disclosed in the first day Financial Statements, none of the respective period (Group Companies is a guarantor or indemnitor of any indebtedness of any other person or entity. Each Group Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles as required in the case of income statements) covered thereby, and (4) detailed projected consolidated financial statements of Company and its Subsidiaries for the five Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of Company and its Subsidiaries after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Company. It jurisdiction where it is understood and agreed that the unaudited financial statements required to be delivered pursuant to this subsection 4.1D shall be subject to the Restatement and Related Matters and any impact that any such matters may have on the information set forth in such financial statements except to the extent that any such financial statements are delivered after the date Target has filed with the Securities Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through December 31, 2006incorporated.

Financial Statements; Projections. Each Arranger and (a) The Administrative Borrower has heretofore delivered to the Lenders shall have received (1I) the Section 6.12(b) Statements (audited consolidated balance sheets and related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries as defined in of the Merger Agreement) for Target’s 2006 fiscal yearyears ended December 31, 2011, December 31, 2012 and December 31, 2013, (2II) the unaudited consolidated balance sheets and related statements of income and cash flows of Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements, (y) are subject to normal year-end adjustments and (z) need not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100) for each fiscal quarter of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1) and at least 45 days prior to the Closing Date, (3) pro forma consolidated balance sheets and related statements of income of Company the Administrative Borrower and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) above, and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (2) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby, and (4) detailed projected consolidated financial statements of Company and its Subsidiaries for the five Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of Company and its Subsidiaries after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Company. It is understood and agreed that the unaudited financial statements required to be delivered pursuant to this subsection 4.1D shall be subject to the Restatement and Related Matters and any impact that any such matters may have on the information set forth in such financial statements except to the extent that any such financial statements are delivered after the date Target has filed with the Securities Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through 2012 and December 31, 20062013 and (III) (x) the unaudited consolidated balance sheets and related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries and (y) the unaudited consolidated balance sheets and related consolidated statements of income of the Administrative Borrower and its Subsidiaries, in each case, for the fiscal quarter ended March 31, 2014. Such financial statements, and all financial statements delivered pursuant to Sections 5.01(a), (b) and (c), have been prepared in accordance with GAAP consistently applied throughout the applicable period covered, respectively, thereby and present fairly and accurately in all material respects the financial condition and results of operations and, if applicable, cash flows of Holdings, the Administrative Borrower and its Subsidiaries, in each case, as of the dates and for the periods to which they relate (subject, in the case of interim financial statements, to normal year-end audit adjustments and the absence of footnotes). Except as set forth in such financial statements, as of the Closing Date, there are no liabilities of Holdings, the Administrative Borrower or any of its Subsidiaries of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, that would reasonably be expected to have a Material Adverse Effect.

Financial Statements; Projections. Each Arranger (a) Complete copies of the Company's audited financial statements consisting of the balance sheet of the Company as at August 30, 2020, and the Lenders shall have received (1) the Section 6.12(b) Statements (as defined in the Merger Agreement) for Target’s 2006 fiscal year, (2) unaudited consolidated balance sheets and related statements of income and retained earnings, stockholders' equity and cash flows flow for the years then ended (the "Audited Financial Statements"), and unaudited financial statements consisting of Target the balance sheet of the Company as at August 30, 2020 and its Subsidiaries the related statements of income and retained earnings, stockholders' equity and cash flow for the three month period ended November 30, 2020 (which (x) need not include any information or notes not required by GAAP to be included in interim financial statementsthe "Interim Financial Statements" and together with the Audited Financial Statements, (ythe "Financial Statements") are subject included as Exhibit A attached hereto/have been delivered to Investor. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and (z) need the effect of which will not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100) for each fiscal quarter of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1be materially adverse) and at least 45 days prior to the Closing Dateabsence of notes (that, (3) pro forma consolidated balance sheets if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and related statements records of income of Company and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) aboveCompany, and for any quarters ended thereafter for which unaudited fairly present in all material respects the financial statements are required to be delivered pursuant to clause (2) above, in each case prepared condition of the Company as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in dates they were prepared and the case of balance sheets) or on the first day results of the respective period (in operations of the case of income statements) covered thereby, and (4) detailed projected consolidated financial statements of Company and its Subsidiaries for the five Fiscal Years ended after periods indicated. The audited balance sheet of the Closing DateCompany as of August 30, which projections shall (x) reflect 2020, is referred to herein as the forecasted consolidated financial condition of Company and its Subsidiaries after giving effect to the transactions contemplated by this Agreement "Balance Sheet" and the related financing date thereof as the "Balance Sheet Date" and (y) be prepared the balance sheet of the Company as of November 30, 2020 is referred to herein as the "Interim Balance Sheet" and approved by Company. It is understood and agreed that the unaudited financial statements required to be delivered pursuant to this subsection 4.1D shall be subject to the Restatement and Related Matters and any impact that any such matters may have on the information set forth in such financial statements except to the extent that any such financial statements are delivered after the date Target has filed thereof as the "Interim Balance Sheet Date". The Company maintains a standard system of accounting established and administered in accordance with the Securities Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through December 31, 2006GAAP.

Financial Statements; Projections. (a) Each Arranger of (i) the audited Financial Statements delivered pursuant hereto, and the Lenders shall have received (1) the Section 6.12(b) Statements (as defined in the Merger Agreement) for Target’s 2006 fiscal year, (2) unaudited related audited consolidated balance sheets and related statements of income or operations, shareholders’ equity and cash flows for each Fiscal Year and (ii) the unaudited Financial Statements delivered pursuant hereto for the fiscal months covered thereby, in each case: (A) were prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, subject to, in the case of Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statementsthe unaudited Financial Statements, (y) are subject to normal year-end adjustments and the lack of footnote disclosures; and (zB) need not have been reviewed by Target’s independent auditing firm taken as provided a whole, are complete and correct in Statement on Auditing Standards No. 100) for each fiscal quarter of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1) and at least 45 days prior to the Closing Date, (3) pro forma consolidated balance sheets and related statements of income of Company and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) aboveall material respects, and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (2) above, accurately and fairly present in each case prepared as if all material respects the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby, and (4) detailed projected consolidated financial statements of Company and its Subsidiaries for the five Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition and of Company the Consolidated Group as of the dates thereof and its Subsidiaries after results of operations for the periods covered thereby. (b) The pro forma unaudited consolidated balance sheet of the Consolidated Group delivered on the Closing Date was prepared by Credit Parties giving pro forma effect to the transactions contemplated by this Agreement and funding of the related financing thereof and (y) be prepared and approved by Company. It is understood and agreed that Loans, was based on the unaudited consolidated and consolidating balance sheets of the Consolidated Group dated February 28, 2014, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) All financial statements required performance projections delivered to be delivered pursuant Agent represent Borrowers’ good faith estimate of future financial performance and are based on fair and reasonable assumptions and investigations by Borrowers. (d) No Credit Party has any Contingent Obligations, liabilities for Taxes or other financial obligations which are material in the aggregate, except as disclosed in the Financial Statements, other than Contingent Obligations owing by JAKKS to this subsection 4.1D shall be subject to the Restatement Licensors under all License Agreement Guaranties, and Related Matters and any impact that any such matters may have on the information set forth other Contingent Obligations disclosed in such financial statements except to the extent that any such financial statements are delivered after the date Target has JAKKS’ Form 10-K or 10-Q, as applicable, filed with the Securities and Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through December 31, 2006Commission.

Financial Statements; Projections. Each Arranger and the Lenders shall have received (1) the Section 6.12(b) Statements (as defined in the Merger Agreement) for Target’s 2006 fiscal year, (2) unaudited consolidated balance sheets and related statements of income and cash flows of Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements, statements and (y) are subject to normal year-end adjustments and (z) need not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100adjustments) for each fiscal quarter Fiscal Quarter of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1) December 31, 2006 and at least 45 days prior to the Closing Date; (2) interim consolidated balance sheets and related statements of income and cash flows of Target for each month ended after any Fiscal Quarter ended after December 31, 2006 for which unaudited financial statements are required to be delivered pursuant to clause (1) above and at least 30 days prior to the Closing Date; (3) pro forma consolidated balance sheets and related statements of income of Company Holdings and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) above, ended 2006 and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (21) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby, ; and (4) detailed projected consolidated financial statements of Company Holdings and its Subsidiaries for the five eight Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of Company Holdings and its Subsidiaries (and, applicable, of Holdings and its Subsidiaries), after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Company. It is understood and agreed that the unaudited financial statements required to be delivered pursuant to this subsection 4.1D shall be subject to the Restatement and Related Matters and any impact that any such matters may have on the information set forth in such financial statements except to the extent that any such financial statements are delivered after the date Target has filed with the Securities Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through December 31, 2006Target.

Financial Statements; Projections. Each Arranger The Company has heretofore furnished to each Investor consolidated audited statements of operation and the Lenders shall have received (1) related balance sheets for the Section 6.12(b) Statements (as defined in the Merger Agreement) for Target’s 2006 fiscal yearyears ended December 25, (2) 1994, December 31, 1995 and December 31, 1996 and unaudited consolidated balance sheets and related statements of income operation and cash flows of Target the related balance sheet for the three months ended March 30, 1997 (the December 31, 1996 balance sheet shall hereinafter be referred to as the "Base Balance Sheet"), and its Subsidiaries (which (x) need not include any information the Company will, on or notes not required by GAAP to be included in interim financial statements, (y) are subject to normal year-end adjustments and (z) need not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100) for each fiscal quarter of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1) and at least 45 days prior to the Closing DateClosing, (3) furnish to each Investor the pro forma consolidated unaudited balance sheets and related statements sheet as of income of December 31, 1996 for the Company and its Subsidiaries (including Target) management's five year projections for the Fiscal Year described in clause (1) aboveCompany, and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (2) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby, and (4) detailed projected consolidated financial statements of Company and its Subsidiaries for the five Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of Company and its Subsidiaries after giving effect to the transactions contemplated by this Agreement WPHI-FM Acquisition. The Company has heretofore also furnished to each Investor audited consolidated statements of operation and the related financing thereof and (y) be prepared and approved by Company. It is understood and agreed that balance sheet for the unaudited financial statements required to be delivered pursuant to this subsection 4.1D shall be subject to the Restatement and Related Matters and any impact that any such matters may have on the information set forth in such financial statements except to the extent that any such financial statements are delivered after the date Target has filed with the Securities Exchange Commission restated audited financial statements for its fiscal years year ended December 31, 2000 through December 1996 and unaudited consolidated statements of operation and the related balance sheet for the three months ended March 31, 20061997 for WPHI-FM. To the best knowledge of the Company, the above referenced financial statements of WPHI-FM (other than projections) have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis, except that interim financial statements and pro forma statements have been prepared without footnote disclosures and year-end audit adjustments, which will not, to management's best knowledge, be material. Such financial statements of the Company (other than projections) have been prepared in accordance with GAAP applied on a consistent basis, except that interim financial statements and pro forma statements have been prepared without footnote disclosures and are subject to year-end audit adjustments, which adjustments will not, to management's best knowledge, be material. To the best knowledge of the Company, the above-referenced financial statements of WPHI-FM contain notations for all significant accruals or contingencies and fairly present in all material respects the financial condition of WPHI-FM as of the date thereof. Such financial statements of the Company (other than interim financial statements, pro forma financial statements and projections) contain notations for all significant accruals or contingencies and fairly present in all material respects the financial condition of the Company as of the date thereof. Nothing has come to the attention of the senior management of the Company since such dates which would indicate that such financial statements do not fairly present the financial condition of the Company in all material respects as of the respective dates thereof. Such projections referenced above delivered to the Investors represent management's good faith estimates of the Company's future performance based upon assumptions which are set forth therein and which management in good faith believe were reasonable when made and continue to believe to be reasonable as of the date hereof.

Financial Statements; Projections. Each Arranger and (a) The Administrative Borrower has heretofore delivered to the Lenders shall have received (1i) the Section 6.12(b) Statements (audited consolidated balance sheets and related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries as defined in of the Merger Agreement) for Target’s 2006 fiscal yearyears ended December 31, 2016, December 31, 2015 and December 31, 2014, (2ii) the unaudited consolidated balance sheets and related consolidated statements of income and cash flows of Target the Administrative Borrower and its Subsidiaries (which (xincluding, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) need not include any information or notes not required by GAAP to be included in interim financial statements, (y) are subject to normal year-end adjustments and (z) need not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100) for each fiscal quarter of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1) and at least 45 days prior to the Closing Date, (3) pro forma consolidated balance sheets and related statements of income of Company and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) above, and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (2) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby, and (4) detailed projected consolidated financial statements of Company and its Subsidiaries for the five Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of Company and its Subsidiaries after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Company. It is understood and agreed that the unaudited financial statements required to be delivered pursuant to this subsection 4.1D shall be subject to the Restatement and Related Matters and any impact that any such matters may have on the information set forth in such financial statements except to the extent that any such financial statements are delivered after the date Target has filed with the Securities Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through 2016, December 31, 2006.2015 and December 31, 2014 and (iii) (x) the unaudited consolidated balance sheets and related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries and (y) the unaudited consolidated balance sheets and related consolidated statements of income of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries), in each case, for the fiscal quarter ended March 31, 2017. Such financial statements, and all financial statements delivered pursuant to Sections 5.01(a), (b) and (c), have been prepared in accordance with GAAP consistently applied throughout the applicable period covered, respectively, thereby and present fairly and accurately in all material respects the financial condition and results of operations and, if applicable, cash flows of Holdings, the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries), in each case, as of the dates and for the periods to which they relate (subject, in the case of interim financial statements, to normal year-end audit adjustments and the absence of footnotes). Except as set forth in such financial statements, as of the Closing Date, there are no liabilities of Holdings, the Administrative Borrower or any of their respective Subsidiaries of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, that would reasonably be expected to have a Material Adverse Effect. 110

Financial Statements; Projections. Each Arranger and (a) Borrower has heretofore delivered to the Lenders shall have received Administrative Agent (1i) the Section 6.12(b) Statements (as defined in audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Merger Agreement) Target for Target’s 2006 the fiscal yearyears ended 2012, 2013 and 2014, (2ii) unaudited consolidated balance sheets and related unaudited statements of income and cash flows of the Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements, (y) are subject to normal year-end adjustments and (z) need not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100) for each fiscal quarter of Target (other than the fourth fiscal quarter) ended after the close last day of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1) and at least 45 days prior to the Closing Date, Date and (3iii) a pro forma consolidated balance sheets sheet and related statements pro forma consolidated statement of income of Company Borrower as of and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) above, and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (2) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated nine-month period ending on the last day of the respective most recently ended fiscal quarter ended at least 45 days (or 90 days in case such period is the end of Borrower’s fiscal year) prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such day (in the case of such balance sheet) or at the beginning of such period (in the case of balance sheets) or on the first day such statement of income), which need not be prepared in compliance with Regulation S-X of the respective Securities Act of 1933, as amended, or include adjustments for acquisition accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). In the case of the financial statements described in clauses and above, such financial statements have been prepared in accordance with GAAP consistently applied throughout the applicable period covered, respectively, thereby, except as otherwise noted therein, and present fairly in all material respects the financial condition and results of operations of Borrower and its Subsidiaries as of the dates and for the periods to which they relate (subject to, in the case of income statements) covered thereby, and (4) detailed projected consolidated the financial statements of Company and its Subsidiaries for the five Fiscal Years ended after the Closing Datereferred to in clause (ii) above, which projections shall (x) reflect the forecasted consolidated financial condition of Company and its Subsidiaries after giving effect to the transactions contemplated by this Agreement year-end audit adjustments and the related financing thereof and (y) be prepared and approved by Company. It is understood and agreed that the unaudited financial statements required to be delivered pursuant to this subsection 4.1D shall be subject to the Restatement and Related Matters and any impact that any such matters may have on the information set forth in such financial statements except to the extent that any such financial statements are delivered after the date Target has filed with the Securities Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through December 31, 2006absence of footnote disclosures).

Financial Statements; Projections. Each Arranger (a) Complete copies of the Company’s audited financial statements consisting of the balance sheet of the Company as at December 31 in each of the years 2017, 2018 and 2019 and the Lenders shall have received (1) the Section 6.12(b) Statements (as defined in the Merger Agreement) for Target’s 2006 fiscal year, (2) unaudited consolidated balance sheets and related statements of income and retained earnings, stockholders’ equity and cash flows flow for the years then ended (the “Audited Financial Statements”), and unaudited financial statements consisting of Target the balance sheet of the Company as at March 31, 2020 and its Subsidiaries the related statements of income and retained earnings, stockholders’ equity and cash flow for the three-month period then ended (which (xthe “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”) need not include any information have been delivered to Investor. The Financial Statements have been prepared in accordance with GAAP or notes not required by GAAP to be included IFRS applied on a consistent basis throughout the period involved, subject, in interim financial statementsthe case of the Interim Financial Statements, (y) are subject to normal and recurring year-end adjustments and (z) need the effect of which will not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100) for each fiscal quarter of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1be materially adverse) and at least 45 days prior to the Closing Dateabsence of notes (that, (3) pro forma consolidated balance sheets if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and related statements records of income of Company and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) aboveCompany, and for any quarters ended thereafter for which unaudited fairly present in all material respects the financial statements are required to be delivered pursuant to clause (2) above, in each case prepared condition of the Company as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in dates they were prepared and the case of balance sheets) or on the first day results of the respective period (in operations of the case of income statements) covered thereby, and (4) detailed projected consolidated financial statements of Company and its Subsidiaries for the five Fiscal Years ended after periods indicated. The audited balance sheet of the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition Company as of Company and its Subsidiaries after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Company. It is understood and agreed that the unaudited financial statements required to be delivered pursuant to this subsection 4.1D shall be subject to the Restatement and Related Matters and any impact that any such matters may have on the information set forth in such financial statements except to the extent that any such financial statements are delivered after the date Target has filed with the Securities Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through December 2019 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of March 31, 20062020 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP or IFRS.

Financial Statements; Projections. Each Arranger (a) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) a consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2023 in draft form, which is in form and substance satisfactory to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year then ended, which financial statements (i) have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the Lenders shall have received results of operations for the Fiscal Year then ended and their results of 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 expressly noted therein, and (1iii) show all material Indebtedness and other liabilities, direct or contingent, of the Section 6.12(bParent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) Statements There has been furnished to the Administrative Agent (as defined in for distribution to each of the Merger AgreementLenders) for Target’s 2006 fiscal year, (2) an unaudited consolidated balance sheets sheet of the Parent and related its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of Target the Parent and its Subsidiaries (which (x) need not include any information or as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes not required by GAAP to be included in interim financial statements, (y) are subject and to normal year-end adjustments audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (zy) need not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100) for each fiscal quarter of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1) and at least 45 days prior to the Closing Date, (3) pro forma consolidated balance sheets and related statements of income of Company or operations and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) above, and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (2) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day cash flows of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby, and (4) detailed projected consolidated financial statements of Company Parent and its Subsidiaries for the five each Fiscal Years ended after Month following the Closing DateDate through and including the Fiscal Year ending December 31, which 2024 and for each Fiscal Quarter thereafter. Such projections shall (x) reflect the forecasted consolidated financial condition of Company and its Subsidiaries have been prepared on a pro forma basis after giving effect to the transactions contemplated by this Agreement hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the related financing thereof facts and circumstances known on and as of the Closing Date (y) be prepared and approved by Company. It is it being understood and agreed that the unaudited financial statements required such projections are as to future events and are not to be delivered pursuant to this subsection 4.1D shall be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the Restatement projections will be realized, and Related Matters and any impact that any such matters actual results may have on materially differ from the information set forth in such financial statements except to the extent that any such financial statements are delivered after the date Target has filed with the Securities Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through December 31, 2006projections).

Financial Statements; Projections. (a) Each Arranger of (i) the audited Financial Statements delivered pursuant hereto, and the Lenders shall have received (1) the Section 6.12(b) Statements (as defined in the Merger Agreement) for Target’s 2006 fiscal year, (2) unaudited related audited consolidated balance sheets and related statements of income or operations, shareholders’ equity and cash flows for each Fiscal Year and (ii) the unaudited Financial Statements delivered pursuant hereto for the fiscal months covered thereby, in each case: (A) were prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, subject to, in the case of Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statementsthe unaudited Financial Statements, (y) are subject to normal year-end adjustments and the lack of footnote disclosures; and (zB) need not have been reviewed by Target’s independent auditing firm taken as provided a whole, are complete and correct in Statement on Auditing Standards No. 100) for each fiscal quarter of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1) and at least 45 days prior to the Closing Date, (3) pro forma consolidated balance sheets and related statements of income of Company and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) aboveall material respects, and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (2) above, accurately and fairly present in each case prepared as if all material respects the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby, and (4) detailed projected consolidated financial statements of Company and its Subsidiaries for the five Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition and of Company the Consolidated Group as of the dates thereof and its Subsidiaries after results of operations for the periods covered thereby. (b) The pro forma unaudited consolidated balance sheet of the Consolidated Group delivered on the Closing Date was prepared by Credit Parties giving pro forma effect to the transactions contemplated by this Agreement and funding of the related financing thereof and (y) be prepared and approved by Company. It is understood and agreed that Loans, was based on the unaudited consolidated and consolidating balance sheets of the Consolidated Group dated March 31, 2018, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) All financial statements required performance projections delivered to be delivered pursuant Agent represent Borrowers’ good faith estimate of future financial performance and are based on fair and reasonable assumptions and investigations by Borrowers. (d) No Credit Party has any Contingent Obligations, liabilities for Taxes or other financial obligations which are material in the aggregate, except as disclosed in the Financial Statements, other than Contingent Obligations owing by JAKKS to this subsection 4.1D shall be subject to the Restatement Licensors under all License Agreement Guaranties, and Related Matters and any impact that any such matters may have on the information set forth other Contingent Obligations disclosed in such financial statements except to the extent that any such financial statements are delivered after the date Target has JAKKS’ Form 10-K or 10-Q, as applicable, filed with the Securities and Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through December 31, 2006Commission.

Financial Statements; Projections. Each Arranger and (a) The Administrative Borrower has heretofore delivered to the Lenders shall have received (1i) the Section 6.12(b) Statements (audited consolidated balance sheets and related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries as defined in of the Merger Agreement) for Target’s 2006 fiscal yearyears ended December 31, 2016, December 31, 2015 and December 31, 2014, (2ii) the unaudited consolidated balance sheets and related consolidated statements of income and cash flows of Target the Administrative Borrower and its Subsidiaries (which (xincluding, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) need not include any information or notes not required by GAAP to be included in interim financial statements, (y) are subject to normal year-end adjustments and (z) need not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100) for each fiscal quarter of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1) and at least 45 days prior to the Closing Date, (3) pro forma consolidated balance sheets and related statements of income of Company and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) above, and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (2) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby, and (4) detailed projected consolidated financial statements of Company and its Subsidiaries for the five Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of Company and its Subsidiaries after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Company. It is understood and agreed that the unaudited financial statements required to be delivered pursuant to this subsection 4.1D shall be subject to the Restatement and Related Matters and any impact that any such matters may have on the information set forth in such financial statements except to the extent that any such financial statements are delivered after the date Target has filed with the Securities Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through 2016, December 31, 20062015 and December 31, 2014 and (iii) (x) the unaudited consolidated balance sheets and related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries and (y) the unaudited consolidated balance sheets and related consolidated statements of income of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries), in each case, for the fiscal quarter ended March 31, 2017. Such financial statements, and all financial statements delivered pursuant to Sections 5.01(a), (b) and (c), have been prepared in accordance with GAAP consistently applied throughout the applicable period covered, respectively, thereby and present fairly and accurately in all material respects the financial condition and results of operations and, if applicable, cash flows of Holdings, the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries), in each case, as of the dates and for the periods to which they relate (subject, in the case of interim financial statements, to normal year-end audit adjustments and the absence of footnotes). Except as set forth in such financial statements, as of the Closing Date, there are no liabilities of Holdings, the Administrative Borrower or any of their respective Subsidiaries of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, that would reasonably be expected to have a Material Adverse Effect.

Financial Statements; Projections. Each Arranger and (a) Borrower has heretofore delivered to the Lenders shall have received Administrative Agent (1i) the Section 6.12(bconsolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Ultimate Parent and Borrower for the fiscal years ended December 31, 2015 and December 31, 2016, and of the Ultimate Parent for the fiscal year ended December 31, 2017, audited by and accompanied by the unqualified opinion of PricewaterhouseCoopers and (ii) Statements (as defined in the Merger Agreement) for Target’s 2006 fiscal year, (2) unaudited consolidated balance sheets and related statements of income income, stockholders’ equity and cash flows of Target the Ultimate Parent for the fiscal quarter ended March 31, 2018. Such financial statements and all financial statements delivered (or to be delivered) pursuant to Sections 5.01(a) and (b) have been (or will be) prepared in accordance with GAAP consistently applied throughout the applicable period covered (except as otherwise set forth in Section 5.01 or permitted by Section 1.03), respectively, thereby and present fairly and accurately in all material respects the consolidated financial condition and results of operations and cash flows of each of the Ultimate Parent and its Subsidiaries (in the case of consolidated financial statements of the Ultimate Parent) and Borrower and its Subsidiaries (in the case of consolidated financial statements of Borrower) as of the dates and for the periods to which they relate (x) need not include any information or notes not required by GAAP to be included subject, in the case of unaudited interim financial statements, (y) are subject to normal year-end audit adjustments and the absence of footnotes). Except for (zi) need not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100) for each fiscal quarter of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1) and at least 45 days prior to the Closing Date, (3) pro forma consolidated balance sheets and related statements of income of Company and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) above, and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (2) above, in each case prepared as if the transactions contemplated liabilities permitted by this Agreement had been consummated on the last day of the respective period (that, in the case of balance sheetsliabilities permitted by Section 6.01(b), could not reasonably be expected to have a Material Adverse Effect or (ii) or on the first day of the respective period (in the case of income statements) covered thereby, and (4) detailed projected consolidated financial statements of Company and its Subsidiaries for the five Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of Company and its Subsidiaries after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Company. It is understood and agreed that the unaudited financial statements required to be delivered pursuant to this subsection 4.1D shall be subject to the Restatement and Related Matters and any impact that any such matters may have on the information as set forth in such financial statements except statements, there are no material liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to the extent that result in such a material liability and that, in any such case, are (or would be) required to be disclosed in financial statements are delivered after the date Target has filed in accordance with the Securities Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through December 31, 2006GAAP.

Financial Statements; Projections. Each Arranger and the Lenders shall have received from Holdings (1i) the Section 6.12(b) Statements (as defined soon as available but in the Merger Agreement) for Target’s 2006 fiscal yearno event later than May 31, 2005, (2) unaudited consolidated balance sheets and related statements of income and cash flows of Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements, (y) are subject to normal year-end adjustments and (z) need not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100) for each fiscal quarter of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1) and at least 45 days prior to the Closing Date, (3) pro forma consolidated and consolidating balance sheets and related statements of income of Company Holdings and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) above, and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (2) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on of the last day of the respective period Fiscal Quarter ended on or about March 31, 2005 and (in the case of balance sheetsy) or on the first day of the respective period (in the case of pro forma consolidated and consolidating income statements) covered thereby, and (4) detailed projected consolidated financial statements of Company cash flow and statements of shareholders' equity of Holdings and its Subsidiaries for the five Fiscal Years fiscal quarter and for the twelve-month period ended after on or about March 31, 2005, in each case reflecting the Closing consummation of the Kerr Acquisition, the related financings and the other trxxxxctions contemplated by the Credit Documents and the Kerr Acquisition -91- Xxcuments to occur on or prior to the Second Amendment Effective Date, which projections shall or (xii) reflect if such pro forma financial statements for the forecasted twelve-month period ended on or about March 31, 2005 are not available prior to May 31, 2005, then pro forma consolidated financial condition and consolidating balance sheets of Company Holdings and its Subsidiaries after giving effect to as of the transactions contemplated by this Agreement and last day of the related financing thereof Fiscal Year ended on or about December 31, 2004 and (y) be prepared pro forma consolidated and approved consolidating income statements, statements of cash flow and statements of shareholders' equity of Holdings and its Subsidiaries for the twelve-month period ended on or about December 31, 2004, in each case reflecting the consummation of the Kerr Acquisition, the related financings and the other transxxxxons contemplated by Company. It is understood the Credit Documents and agreed that the unaudited Kerr Acquisition Documents to occur on or prior to the Secoxx Xmendment Effective Date, and in each of clauses (i) and (ii) above, such pro forma financial statements required shall be in form and substance reasonably satisfactory to Co-Syndication Agents and shall meet the requirements of Regulation S-X for registration statements to be delivered pursuant to this subsection 4.1D shall be subject to the Restatement and Related Matters and any impact that any such matters may have on the information set forth in such financial statements except to the extent that any such financial statements are delivered after the date Target has filed with the United States Securities and Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through December 31, 2006on Form S-1 (except as waived in writing by Co-Syndication Agents) and (iii) the Projections.

Financial Statements; Projections. Each Arranger and (a) Borrower has heretofore delivered to the Lenders shall have received (1i) the Section 6.12(b) Statements (as defined in the Merger Agreement) for Target’s 2006 fiscal year, (2) unaudited consolidated balance sheets and related statements of income income, stockholders’ equity and cash flows of Target Borrower (A) as of and its Subsidiaries (which (x) need not include any information or notes not required for the fiscal years ended December 31, 2012, December 31, 2011, and December 31, 2010, audited by GAAP to be included in interim financial statementsand accompanied by the unqualified opinion of PricewaterhouseCoopers LLP, (y) are subject to normal year-end adjustments independent public accountants, and (zB) need not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100) of and for each fiscal quarter the nine-month period ended September 30, 2013, and for the comparable period of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause fiscal year, in each case, certified by the chief financial officer of Borrower and (1ii) and at least 45 days prior to the Closing Date, (3) pro forma consolidated balance sheets and related statements of income income, stockholders’ equity and cash flows of Company the Target as of and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) abovefiscal years ended September 30, 2012, and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause September 30, 2011, audited by and accompanied by the unqualified opinion (2) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (except in the case of balance sheetsthe Target’s financial statements ended September 30, 2012, which are qualified solely with respect to the fair value of redeemable shares) or on of Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx (S.E.N.C.R.L.), independent public accountants, in each case, certified by the first day chief financial officer of the respective period Borrower. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (b) have been prepared in accordance with GAAP (or, in the case of income statements) covered thereby, and (4) detailed projected consolidated the Target’s financial statements in clause (ii) above, IFRS) consistently applied throughout the applicable period covered, respectively, thereby and present fairly and accurately the financial condition and results of Company operations, cash flows and its Subsidiaries stockholders’ equity of Borrower and the Acquired Business, as applicable, as of the dates and for the five Fiscal Years ended after the Closing Date, periods to which projections shall they relate (x) reflect the forecasted consolidated financial condition of Company and its Subsidiaries after giving effect subject to the transactions contemplated by this Agreement normal year-end audit adjustments and the related financing thereof and (y) be prepared and approved by Companyabsence of footnotes). It is understood and agreed that the unaudited financial statements required to be delivered pursuant to this subsection 4.1D shall be subject to the Restatement and Related Matters and any impact that any such matters may have on the information Except as set forth in such financial statements except statements, there are no material liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, and, to the extent that knowledge of any Loan Party, there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such financial statements are delivered after the date Target has filed with the Securities Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through December 31, 2006a liability.