Common use of Financial Statements; Solvency Clause in Contracts

Financial Statements; Solvency. (a) The Borrower has delivered to the Administrative Agent and the Lenders the management prepared unaudited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2010 with the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) contain no material misstatement or omission and fairly present the financial position, assets and liabilities of the Borrower and its Subsidiaries for the respective periods then ended. (b) The Borrower and its Subsidiaries, taken as a whole, are Solvent. (c) Set forth on Schedule 5.10(c) is a list of all note receivables of the Borrower and its Subsidiaries, including all notes from franchisees and former franchisee receivables (each indicated as such), outstanding as of the Closing Date, and including the outstanding balance of each such note receivable. (d) Neither (i) the board of directors of any Credit Party, a committee thereof or an authorized officer of any Credit Party has concluded that any financial statement previously furnished to the Administrative Agent pursuant to or in connection with this Agreement should no longer be relied upon because of an error, nor (ii) has any Credit Party been advised by its auditors that a previously issued audit report or interim review cannot be relied on. (e) The Pro Forma Balance Sheet reflects adjustments made on a Pro Forma Basis to give effect to the consummation of the acquisition of Choice Environmental Services, Inc. and the related Equity Issuance, all as if such events had occurred on the date as of which the Pro Forma Balance Sheet is prepared. The Pro Forma Balance Sheet has been prepared based on stated and noted (where material) assumptions made in good faith and having a reasonable basis set forth therein, and presents fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries on an unaudited Pro Forma Basis as of the date set forth therein after giving effect to the consummation of the transactions described above. (f) The Borrower has prepared, and has heretofore furnished to the Administrative Agent a copy of, budgeted consolidated balance sheets and statements of income and cash flows of the Borrower and its Subsidiaries, consisting of balance sheets and statements of income and cash flows prepared by the Borrower through fiscal year 2011, on a quarterly basis (the “Projections”). In the good faith opinion of management of the Borrower, the assumptions used in the preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date hereof. The Projections have been prepared in good faith by the executive and financial personnel of the Borrower, are complete and represent a reasonable estimate of the future performance and financial condition of the Borrower and its Subsidiaries, subject to the uncertainties and approximations inherent in any projections.

Financial Statements; Solvency. (a) The Borrower has delivered There have been furnished to the Administrative Agent and the Lenders the management prepared unaudited Banks consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2010 with and Old WMI and its Subsidiaries dated the related Balance Sheet Date and consolidated statements of income, cash flows and stockholders’ equity operations for the fiscal years periods then ended, certified by the Accountants. Such financial In addition, there have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries, and Old WMI and its Subsidiaries dated the Interim Balance Sheet Date and the related consolidated statements of operation for the fiscal quarter ending on the Interim Balance Sheet Date. All said balance sheets and statements of operations have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), fairly present the financial condition of the Borrower and its Subsidiaries on a consolidated basis, or Old WMI and its Subsidiaries on a consolidated basis, as at the close of business on the dates thereof and the results of operations for the periods then ended, subject, with respect to in the case of unaudited interim financial statements, to the absence of notes required by GAAP changes resulting from audit and to normal year-end adjustments) contain adjustments and to the absence of complete footnotes. There are no material misstatement or omission and fairly present the financial position, assets and contingent liabilities of the Borrower and its Subsidiaries for or Old WMI and its Subsidiaries involving material amounts, known to the respective periods then endedofficers of the Borrower or Old WMI which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the Banks. (b) The Borrower and its Subsidiaries, taken as a whole, are Solvent. (c) Set forth on Schedule 5.10(c) is a list of all note receivables of the Borrower and its Subsidiaries, including all notes from franchisees and former franchisee receivables (each indicated as such), outstanding as of the Closing Date, and including the outstanding balance of each such note receivable. (d) Neither (i) the board of directors of any Credit Party, a committee thereof or an authorized officer of any Credit Party has concluded that any financial statement previously furnished to the Administrative Agent pursuant to or in connection with this Agreement should no longer be relied upon because of an error, nor (ii) has any Credit Party been advised by its auditors that a previously issued audit report or interim review cannot be relied on. (e) The Pro Forma Balance Sheet reflects adjustments made Subsidiaries on a Pro Forma Basis to give effect to the consummation of the acquisition of Choice Environmental Services, Inc. consolidated basis and the related Equity Issuance, all as if such events had occurred on the date as of which the Pro Forma Balance Sheet is prepared. The Pro Forma Balance Sheet has been prepared based on stated and noted (where material) assumptions made in good faith and having a reasonable basis set forth therein, and presents fairly in all material respects the consolidated financial condition of the Borrower Old WMI and its Subsidiaries on an unaudited Pro Forma Basis as of the date set forth therein a consolidated basis (both before and after giving effect to the consummation transactions contemplated by this Agreement including the WMI Merger) are solvent (i.e., they have assets having a fair value in excess of the transactions described above. (famount required to pay their probable liabilities on their existing debts as they become absolute and matured) The Borrower has preparedand have, and has heretofore furnished expect to the Administrative Agent a copy of, budgeted consolidated balance sheets and statements of income and cash flows of the Borrower and its Subsidiaries, consisting of balance sheets and statements of income and cash flows prepared by the Borrower through fiscal year 2011, on a quarterly basis (the “Projections”). In the good faith opinion of management of the Borrowerhave, the assumptions used ability to pay their debts from time to time incurred in the preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable connection therewith as of the date hereof. The Projections have been prepared in good faith by the executive and financial personnel of the Borrower, are complete and represent a reasonable estimate of the future performance and financial condition of the Borrower and its Subsidiaries, subject to the uncertainties and approximations inherent in any projectionssuch debts mature.

Financial Statements; Solvency. (a) The Borrower There has delivered been furnished to the Administrative Agent and each of the Lenders the management prepared unaudited a consolidated balance sheets sheet of the Borrower Parent dated the Balance Sheet Date, and its Subsidiaries as a consolidated statement of December 31, 2010 with the related statements of income, cash flows and stockholders’ equity operations for the fiscal years year then ended, certified by KPMG Peat Marwick, L.L.P. or by other independent certified public accountants satisfactory to the Managing Agent (the "Accountants"). There has also been furnished to each of the Lenders a consolidated and consolidating unaudited balance sheet of the Parent dated September 30, 1996, and the financial statements of the entities being acquired in the Wheelabrator Acquisition as set forth in the Registration Statement. Such financial balance sheets and statements of operations have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) contain no material misstatement or omission and fairly present the financial position, assets condition of the Parent and its Subsidiaries as at the close of business on the date thereof and the results of operations for the period then ended. There are no contingent liabilities of the Borrower Parent or any such Subsidiaries as of such dates involving material amounts, known to the officers of the Parent or such Subsidiaries not disclosed in said financial statements and the related notes thereto. Since the Balance Sheet Date, the Parent and such Subsidiaries have not incurred any liabilities other than in the ordinary course of business or as permitted by (S)10.1 hereof. There has been furnished to each of the Lenders a combined pro forma balance sheet of the Parent and all of its Subsidiaries, including those entities acquired in connection with the Wheelabrator Acquisition. To the best knowledge of the Borrowers after due inquiry, such pro forma balance sheet is based on reasonable assumptions and accurately reflects the projected financial condition of the Parent and its Subsidiaries for following the respective periods then endedWheelabrator Acquisition, based upon the financial statements attached as Schedule 3.16 to the Wheelabrator Purchase and Sale Agreement. (b) The Borrower and its Subsidiaries, taken as a whole, are Solvent. (c) Set forth on Schedule 5.10(c) is a list of all note receivables of the Borrower and its Subsidiaries, including all notes from franchisees and former franchisee receivables (each indicated as such), outstanding as of the Closing Date, and including the outstanding balance of each such note receivable. (d) Neither (i) the board of directors of any Credit Party, a committee thereof or an authorized officer of any Credit Party has concluded that any financial statement previously furnished to the Administrative Agent pursuant to or in connection with this Agreement should no longer be relied upon because of an error, nor (ii) has any Credit Party been advised by its auditors that a previously issued audit report or interim review cannot be relied on. (e) The Pro Forma Balance Sheet reflects adjustments made on a Pro Forma Basis to give effect to the consummation of the acquisition of Choice Environmental Services, Inc. and the related Equity Issuance, all as if such events had occurred on the date as of which the Pro Forma Balance Sheet is prepared. The Pro Forma Balance Sheet has been prepared based on stated and noted (where material) assumptions made in good faith and having a reasonable basis set forth therein, and presents fairly in all material respects the consolidated financial condition of the Borrower Parent and its Subsidiaries on an unaudited Pro Forma Basis as of the date set forth therein a consolidated basis (both before and after giving effect to the consummation transactions contemplated by this Agreement) are solvent, have assets having a fair value in excess of the transactions described above. (f) The Borrower has preparedamount required to pay their probable liabilities on their existing debts as they become absolute and matured, and has heretofore furnished have, and will have at the time of any borrowing hereunder, access to adequate capital for the Administrative Agent a copy of, budgeted consolidated balance sheets conduct of their business and statements of income and cash flows of the Borrower and its Subsidiaries, consisting of balance sheets and statements of income and cash flows prepared by the Borrower through fiscal year 2011, on a quarterly basis (the “Projections”). In the good faith opinion of management of the Borrower, the assumptions used ability to pay their debts from time to time incurred in the preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable connection therewith as of the date hereof. The Projections have been prepared in good faith by the executive and financial personnel of the Borrower, are complete and represent a reasonable estimate of the future performance and financial condition of the Borrower and its Subsidiaries, subject to the uncertainties and approximations inherent in any projectionssuch debts mature.

Financial Statements; Solvency. (a) The Borrower There has delivered been furnished to the Administrative Agent Banks (i) unaudited consolidated financial statements of the Parent dated the Balance Sheet Date, including reconciliations of (A) the Borrowers and the Lenders MasTec International Group (excluding that portion of assets, liabilities, income and expenses attributable to the management prepared Sintel Group) and (B) the Sintel Group to the consolidated financial statements of the Parent, and (ii) an unaudited consolidated balance sheets sheet and statement of income of the Borrower Parent dated the Interim Balance Sheet Date, including reconciliations of (A) the Borrowers (excluding that portion of assets, liabilities, income and its Subsidiaries as expenses of December 31, 2010 with the related statements Parent attributable to non-Borrowers) and (B) the non-Borrowers to the consolidated balance sheet and statement of income, cash flows and stockholders’ equity for income of the fiscal years then endedParent. Such Said financial statements have been prepared in accordance with GAAP (subject, with respect but only to the extent that GAAP is applicable to unaudited financial statementsreports), to the absence of notes required by GAAP and to normal year-end adjustments) contain no material misstatement or omission and fairly present in all material respects the financial positioncondition of the Borrowers, assets on a consolidated basis, as at the close of business on the dates thereof and the results of operations for the period then ended. There are no contingent liabilities of the Borrower Borrowers as of such date involving material amounts known to the officers of the Borrowers which have not been disclosed in said balance sheets and its Subsidiaries for the respective periods then endedrelated notes thereto, as the case may be. (b) The Borrower Parent (both before and after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., it has assets having a fair value in excess of the amount required to pay its Subsidiariesprobable liabilities on its existing debts as they become absolute and matured) and has, taken and expects to have, the ability to pay its debts from time to time incurred in connection therewith as a whole, are Solventsuch debts mature. (c) Set forth on Schedule 5.10(c) is The Borrowers taken as a list of all note receivables of the Borrower whole (both before and its Subsidiaries, including all notes from franchisees and former franchisee receivables (each indicated as such), outstanding as of the Closing Date, and including the outstanding balance of each such note receivable. (d) Neither (i) the board of directors of any Credit Party, a committee thereof or an authorized officer of any Credit Party has concluded that any financial statement previously furnished to the Administrative Agent pursuant to or in connection with this Agreement should no longer be relied upon because of an error, nor (ii) has any Credit Party been advised by its auditors that a previously issued audit report or interim review cannot be relied on. (e) The Pro Forma Balance Sheet reflects adjustments made on a Pro Forma Basis to give effect to the consummation of the acquisition of Choice Environmental Services, Inc. and the related Equity Issuance, all as if such events had occurred on the date as of which the Pro Forma Balance Sheet is prepared. The Pro Forma Balance Sheet has been prepared based on stated and noted (where material) assumptions made in good faith and having a reasonable basis set forth therein, and presents fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries on an unaudited Pro Forma Basis as of the date set forth therein after giving effect to the consummation transactions contemplated by this Agreement) are solvent (i.e., they have assets having a fair value in excess of the transactions described above. (famount required to pay their probable liabilities on their existing debts as they become absolute and matured) The Borrower has preparedand have, and has heretofore furnished expect to the Administrative Agent a copy of, budgeted consolidated balance sheets and statements of income and cash flows of the Borrower and its Subsidiaries, consisting of balance sheets and statements of income and cash flows prepared by the Borrower through fiscal year 2011, on a quarterly basis (the “Projections”). In the good faith opinion of management of the Borrowerhave, the assumptions used ability to pay their debts from time to time incurred in the preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable connection therewith as of the date hereof. The Projections have been prepared in good faith by the executive and financial personnel of the Borrower, are complete and represent a reasonable estimate of the future performance and financial condition of the Borrower and its Subsidiaries, subject to the uncertainties and approximations inherent in any projectionssuch debts mature.

Financial Statements; Solvency. (a) The Borrower has delivered to consolidated financial statements set forth on Schedule 4.12 hereto fairly present, in all material respects, (i) the Administrative Agent and the Lenders the management prepared unaudited consolidated balance sheets financial position of the Borrower Project Alpha Intermediate II Holding, Inc. (“Alpha Intermediate”) and its Subsidiaries (together, the “Parent Group”) as of December 31, 2010 with the related statements dates thereof and the consolidated results of income, operations and cash flows and stockholders’ equity for the fiscal years periods then ended. Such financial statements have been prepared in accordance with GAAP ended (subject, with respect to in the case of unaudited financial interim statements, to the absence of notes required by GAAP and to normal year-end adjustments), in each case in accordance with GAAP consistently applied during the periods and at the dates involved and (ii) contain no material misstatement or omission and fairly present the financial positioncash balances, assets and liabilities as of the Borrower applicable dates set forth therein, of Ultimate Parent and its Subsidiaries for listed therein, including any restrictions on the respective periods then endedusage thereof that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of February 18, 2019, the Parent Group, on a consolidated basis, has a cash balance of not less than the amount set forth on Schedule 4.12(a)(ii), which cash balance is comprised of cash and cash equivalents on hand that is available to consummate the transactions contemplated by this Agreement at the Closing. Since December 31, 2017, there has not been any Change that constitutes a Parent Material Adverse Effect. Alpha Intermediate directly owns all of the issued and outstanding capital stock of Ultimate Parent, and Alpha Intermediate owns no other assets or properties other than such capital stock. Alpha Intermediate has no liabilities of any nature other than liabilities that are incidental to Alpha Intermediate’s ownership of the outstanding capital stock of Ultimate Parent and pursuant to the Credit Agreement, dated as of April 26, 2017 (as amended from time to time, the “Credit Agreement”), among Ultimate Parent, Alpha Intermediate, the lenders from time to time party thereto and the other parties named therein. (b) The Borrower Parent and Merger Sub are not entering into the transactions contemplated hereby with actual intent to hinder, delay or defraud either present or future creditors of any of the parties hereunder or their respective Affiliates. Assuming the accuracy of the representations and warranties set forth in ARTICLE III in all material respects and the Company and its Subsidiaries’ compliance with the covenants and agreements set forth in Section 5.1 of this Agreement in all material respects, taken as a whole, are Solvent. (c) Set forth on Schedule 5.10(c) is a list of all note receivables of the Borrower and its Subsidiaries, including all notes from franchisees and former franchisee receivables (each indicated as such), outstanding as of the Closing DateEffective Time and immediately after giving effect to all of the transactions contemplated by this Agreement, including the Merger and the payment of the aggregate Merger Consideration pursuant hereto, and including payment of all related fees and expenses of Parent, Merger Sub, the outstanding balance of each such note receivable. (d) Neither Company and their respective Subsidiaries in connection therewith, (i) the board amount of directors the “fair saleable value” of any Credit Partythe assets of each of the Surviving Company and its Subsidiaries will exceed (A) the value of all Liabilities of the Surviving Company and such Subsidiaries, a committee thereof or an authorized officer including contingent and other Liabilities, and (B) the amount that will be required to pay the probable Liabilities of any Credit Party has concluded that any financial statement previously furnished to the Administrative Agent pursuant to or in connection with this Agreement should no longer be relied upon because of an errorSurviving Company and such Subsidiaries on their existing debts (including contingent liabilities) as such debts become absolute and matured, nor (ii) has any Credit Party been advised by its auditors that a previously issued audit report or interim review cannot be relied on. (e) The Pro Forma Balance Sheet reflects adjustments made on a Pro Forma Basis to give effect to the consummation each of the acquisition of Choice Environmental Services, Inc. and the related Equity Issuance, all as if such events had occurred on the date as of which the Pro Forma Balance Sheet is prepared. The Pro Forma Balance Sheet has been prepared based on stated and noted (where material) assumptions made in good faith and having a reasonable basis set forth therein, and presents fairly in all material respects the consolidated financial condition of the Borrower Surviving Company and its Subsidiaries on will not have an unaudited Pro Forma Basis as unreasonably small amount of capital for the operation of the date set forth therein after giving effect businesses in which it is engaged or proposed to the consummation be engaged, and (iii) each of the transactions described above. (f) The Borrower has preparedSurviving Company and its Subsidiaries will be able to pay its Liabilities, including contingent and has heretofore furnished other Liabilities, as they mature. In computing the amount of contingent or unliquidated Liabilities at any time, such Liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to the Administrative Agent a copy of, budgeted consolidated balance sheets and statements of income and cash flows become actual or matured Liabilities. For purposes of the Borrower and its Subsidiariesforegoing, consisting “not have an unreasonably small amount of balance sheets and statements of income and cash flows prepared by capital for the Borrower through fiscal year 2011, on a quarterly basis (the “Projections”). In the good faith opinion of management operation of the Borrower, the assumptions used businesses in the preparation of the Projections were fair, complete and reasonable when made and continue which it is engaged or proposed to be fairengaged” and “able to pay its Liabilities, complete including contingent and reasonable other Liabilities, as of the date hereof. The Projections have been prepared in good faith by the executive and financial personnel of the Borrowerthey mature” means that such Person will be able to generate enough cash from operations, are complete and represent asset dispositions or refinancing, or a reasonable estimate of the future performance and financial condition of the Borrower and combination thereof, to meet its Subsidiaries, subject to the uncertainties and approximations inherent in any projectionsobligations as they become due.

Financial Statements; Solvency. (a) The Borrower has delivered balance sheet of GFC as of February 3, 1996, and the related statement of income, shareholders' equity and cash flow for the Fiscal Year then ended, together with the opinion of Deloitte & Touche LLP with respect thereto, copies of which have been furnished to the Administrative Agent Agent, fairly present the assets, liabilities and financial position of GFC as at such date and the Lenders the management prepared unaudited consolidated balance sheets results of the Borrower its operations and its Subsidiaries as of December 31, 2010 with the related statements of income, cash flows and stockholders’ equity flow for the fiscal years Fiscal Year then ended. Such All such financial statements statements, including the related schedules and notes thereto, have been prepared in compliance with GAAP applied consistently throughout the periods involved. At February 3, 1996, GFC had no material Indebtedness, obligation or other unusual forward or long-term commitment that is not fairly reflected in accordance with GAAP (subject, with respect to in the unaudited foregoing financial statements, to statements or in the absence of notes required by GAAP and to normal year-end adjustments) contain no material misstatement or omission and fairly present the financial position, assets and liabilities of the Borrower and its Subsidiaries for the respective periods then endedthereto. (b) The Borrower and its Subsidiaries, taken as a whole, are Solvent. (c) Set forth on Schedule 5.10(c) is a list of all note receivables of the Borrower and its Subsidiaries, including all notes from franchisees and former franchisee receivables (each indicated as such), outstanding as of the Closing Date, and including the outstanding balance of each such note receivable. (d) Neither (i) the board of directors of any Credit Party, a committee thereof or an authorized officer of any Credit Party has concluded that any financial statement previously furnished to the Administrative Agent pursuant to or in connection with this Agreement should no longer be relied upon because of an error, nor (ii) has any Credit Party been advised by its auditors that a previously issued audit report or interim review cannot be relied on. (e) The Pro Forma Balance Sheet reflects adjustments made on a Pro Forma Basis to give effect to the consummation of the acquisition of Choice Environmental Services, Inc. and the related Equity Issuance, all as if such events had occurred on the date as of which the Pro Forma Balance Sheet is prepared. The Pro Forma Balance Sheet has been prepared based on stated and noted (where material) assumptions made in good faith and having a reasonable basis set forth therein, and presents fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries on an unaudited Pro Forma Basis as of the date set forth therein after After giving effect to the consummation of the transactions described abovecontemplated by this Agreement, the making of Loans hereunder, the issuance of Letters of Credit hereunder, the incurrence by each Borrower of the Obligations and the incurrence by each Borrower and Guarantor of the Obligations, each Borrower and Guarantor is Solvent. (c) This Agreement and the other Loan Documents have been executed and delivered to the Lenders and the Administrative Agent by each Borrower and Guarantor in good faith, and the Obligations incurred hereunder and under the other Loan Documents and the security interests granted hereunder or pursuant thereto were incurred and granted in exchange for fair consideration and reasonably equivalent value. (d) Each Borrower and Guarantor does not intend to incur, nor believes it will incur, debts beyond its ability to pay as they mature or become due. (e) Substantially all of each Borrower's and Guarantor's trade and other accounts payable, if any, are current and are being paid in accordance with their respective terms. The consummation of the transactions contemplated by this Agreement and the other Loan Documents will not impair the ability of each Borrower and Guarantor to pay its trade and other accounts payable, if any, in accordance with their terms. (f) No Borrower or Guarantor contemplates filing a petition in bankruptcy or for reorganization under the federal Bankruptcy Code, nor does any Borrower or Guarantor have any knowledge of any threatened bankruptcy or insolvency proceedings against it. (g) The funds obtained from Lenders are to be used in accordance with the provisions of this Agreement. . Except as otherwise set forth in Schedule 7.6 or as otherwise disclosed by GFC to the Lenders in writing subsequent to May 25, 1995, there are no actions, suits, proceedings or other litigation (including proceedings by or before any arbitrator or Governmental Authority) pending or threatened against or affecting any Borrower or Guarantor nor to the knowledge of any Borrower or Guarantor is there any basis therefor, (a) that challenge the validity or propriety of the transactions contemplated hereby, (b) that could, if adversely determined, individually or in the aggregate, have, in the reasonable judgement of the Lenders, a reasonable likelihood to have a material adverse effect on the properties, businesses, results of operations, management or financial or other condition of any Borrower or Guarantor unless fully covered by insurance (subject to reasonable deductibles), (c) that, if adversely determined, would result in a material damage award against any Borrower or Guarantor which would not be reimbursable by insurance, or (d) that could affect the ability of any Borrower or Guarantor to perform its obligations under this Agreement, the Notes or the other Loan Documents to which it is a party. . No Borrower or Guarantor is in default (nor has preparedany event occurred that with notice or lapse of time or both would constitute a default) under any Contractual Obligation of any Borrower or Guarantor if such default or event could have a material adverse effect on the properties, businesses, results of operations, management or financial or other condition of such Borrower or Guarantor or on the ability of such Borrower or Guarantor to perform its obligations under this Agreement, the Notes or the other Loan Documents to which it is a party. No Default or Event of Default has occurred and has heretofore furnished is continuing. . The capitalization of GFC, TREBOR, SYDOOG and GOFAMCLO consists of such number of shares, authorized, issued and outstanding, of such classes and series, with or without such par value, as are set forth in Schedule 7.8A. All such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. There are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever that are convertible into, exchangeable for or otherwise provide for the issuance of capital stock of GFC, TREBOR, SYDOOG or GOFAMCLO except as described in Schedule 7.8A. The partners of Goody's IN and Goody's MS and such partners' respective partnership interests are set forth in Schedule 7.8B. Other than the partnership agreements delivered to the Administrative Agent a copy ofpursuant to Section 6.1.1(h) above, budgeted consolidated balance sheets there are no agreements between any person and statements of income the partners at Goody's IN and cash flows Goody's MS with regard to the disposition of the current partnership interests of Goody's IN and Goody's MS, or the sale or creation of additional partnership interests in Goody's MS and Goody's IN. . Except as disclosed to Lenders in writing, each Borrower and Guarantor has filed all tax returns that were required to be filed in any jurisdiction and has paid all taxes shown thereon to be due or otherwise due upon such Borrower or Guarantor or its Subsidiariesproperties, consisting income or franchises, including interest, assessments, fees and penalties (or have provided adequate reserves for the payment thereof), except to the extent that the failure to file such returns or pay such amounts would not result in a liability to such Borrower or Guarantor which is equal to or greater than $200,000 for any one failure or $500,000 when aggregated with all such other failures of balance sheets the Borrowers and statements Guarantors. To the knowledge of income each Borrower and cash flows prepared Guarantor, and except as previously disclosed in writing to the Lenders, no claims are threatened, pending or being asserted with respect to, or in connection with, any return referred to in this Section 7.9 that, if, adversely determined, in the reasonable judgement of the Lenders, would have a reasonable likelihood of having a material adverse effect on the properties, businesses, results of operations, management or financial or other condition of such Borrower or Guarantor taken as a whole, or could affect the ability of such Borrower or Guarantor to perform its obligations under this Agreement, the Notes and the other Loan Documents to which it is a party. . No Contractual Obligation of any Borrower or Guarantor and no Requirement of Law relating to or otherwise affecting any Borrower or Guarantor or any of its properties, businesses or operations, materially and adversely affects, or insofar as any of them may reasonably foresee could so affect, the properties, businesses, results of operations, management or financial or other condition of any Borrower or Guarantor or could affect the ability of any Borrower or Guarantor to perform its obligations under this Agreement, the Notes and the other Loan Documents to which it is a party. . There are no outstanding or unpaid judgments against any Borrower or any Guarantor in excess of $500,000. . Except for Subsidiaries which become parties to this Agreement, the Borrowers and Guarantors shall not create any Subsidiaries without the prior written consent of the Requisite Lenders. Such new Subsidiaries shall become parties to this Agreement as either Borrowers or Guarantors, as determined by the Borrower through fiscal year 2011, on a quarterly basis (the “Projections”). In the good faith opinion of management of the Borrower, the assumptions used Lenders in the preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date hereof. The Projections have been prepared in good faith by the executive and financial personnel of the Borrower, are complete and represent a reasonable estimate of the future performance and financial condition of the Borrower and its Subsidiaries, subject to the uncertainties and approximations inherent in any projectionstheir sole discretion.