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

Financial Statements; No Material Adverse Change. (a) The audited consolidated balance sheet of the Consolidated Group for the fiscal year ended December 31, 2003, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements of the Consolidated Group for the fiscal quarter ended March 31, 2004, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since December 31, 2003, there has been no event or circumstance, either individually or in the aggregate, that has had or would be reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Change. (a) The audited consolidated balance sheet of the Consolidated Group for the fiscal year ended December 31, 20032013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group in all material respects as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, which are required to be shown thereon in accordance with GAAP. (b) The unaudited consolidated financial statements of the Consolidated Group for the fiscal quarter ended March 31June 30, 20042014, and the related consolidated statements of income or operations, shareholders’ equity operations and cash flows for such fiscal quarter (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group in all material respects as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, which are required to be shown thereon in accordance with GAAP. (c) Since December 31, 20032013, there has been no event or circumstance, either individually or in the aggregate, that has had or would be reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Change. (a) The audited consolidated balance sheet of the Consolidated Group for the fiscal year ended December 31, 20032006, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, which are required to be shown thereon in accordance with GAAP. (b) The unaudited consolidated financial statements of the Consolidated Group for the fiscal quarter ended March 31September 30, 20042006, and the related consolidated statements of income or operations, shareholders’ equity operations and cash flows for such fiscal quarter (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since December 31, 20032006, there has been no event or circumstance, either individually or in the aggregate, that has had or would be reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Change. (a) The Borrower has previously furnished to the Administrative Agent the following financial statements (collectively, the “Statements”): (a) the audited consolidated balance sheet sheets of the Consolidated Group for Borrower and its Subsidiaries and the fiscal year ended other Loan Parties as of December 31, 20032020, and the related consolidated statements of income or operations, shareholders’ equity operations and comprehensive earnings (loss) and of cash flows for such fiscal year, including the notes thereto accompanying the Statements (iincluding changes in shareholders’ equity) were prepared in accordance with GAAP consistently applied throughout and the report of KPMG LLP, independent certified public accountants, and (b) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the other Loan Parties as of March 31, 2021 and June 30, 2021, and the related statements of operations and comprehensive earnings (loss) and of cash flows for the period covered thereby, except as otherwise expressly noted therein; (ii) then ended. The Statements fairly present in all material respects the financial condition of the Consolidated Group Borrower and its Subsidiaries and of the other Loan Parties as of their respective dates and the date thereof and their results of operations and cash flows of the Borrower and its Subsidiaries and of the other Loan Parties for the period covered thereby periods ended on such dates in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements of the Consolidated Group on a consistent basis for the fiscal quarter ended March 31, 2004, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group as of the date thereof and their results of operations for the period periods covered thereby, subject, in the case of clauses (i) and (ii)interim financial statements, to the absence of footnotes and to normal year-end audit adjustments; and adjustments (iii) show all material indebtedness and other liabilitiesthe effect of which will not, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since December 31, 2003, there has been no event or circumstance, either individually or in the aggregate, have a Material Adverse Change). (b) Since December 31, 2020, there has been no change that has had or would be could reasonably be expected to have a Material Adverse EffectChange.

Financial Statements; No Material Adverse Change. (a) The audited consolidated balance sheet of the Consolidated Group for the fiscal year ended December 31, 2003, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, including the notes thereto Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Consolidated Group for the fiscal quarter ended March 31Borrower and its Subsidiaries dated November 30, 20042016, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) fairly present the financial condition of the Consolidated Group Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and (iii) show . Schedule 6.5 sets forth all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereofBorrower and its consolidated Subsidiaries not included in such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since December 31, 2003the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would be reasonably be expected to have result in a Material Adverse EffectChange.

Financial Statements; No Material Adverse Change. (a) The audited consolidated balance sheet of the Consolidated Group for the fiscal year ended December 31, 20032010, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, which are required to be shown thereon in accordance with GAAP. (b) The unaudited consolidated financial statements of the Consolidated Group for the fiscal quarter ended March 31June 30, 20042011, and the related consolidated statements of income or operations, shareholders’ equity operations and cash flows for such fiscal quarter (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, which are required to be shown thereon in accordance with GAAP. (c) Since December 31, 20032010, there has been no event or circumstance, either individually or in the aggregate, that has had or would be reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Change. (ai) The audited consolidated annual unconsolidated balance sheet of the Consolidated Group Borrower for the fiscal year ended December 31, 20032015, and together with the related consolidated statements audited statement of income or operationsof the Borrower for the fiscal year then ended, shareholders’ equity and cash flows for such fiscal year, including the notes thereto (i) were prepared in accordance with Applicable GAAP consistently applied throughout and fairly present in all material respects the financial condition and results of operations of the Borrower as of December 31, 2015 and for the period covered thereby, except as otherwise expressly noted therein; and (ii) the audited annual unconsolidated balance sheet of each of Petroquímica Cuyo and Petroken for the fiscal year ended December 31, 2015, together with the related audited statement of income of each of Petroquímica Cuyo and Petroken for the fiscal year then ended, were prepared in accordance with Applicable GAAP and fairly present in all material respects the financial condition of the Consolidated Group as of the date thereof and their results of operations of the each of Petroquímica Cuyo and Petroken as of December 31, 2015 and for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements audited unconsolidated balance sheet of the Consolidated Group Borrower for the six-month period ended June 30, 2016, and the unaudited unconsolidated balance sheet of the each of Petroquímica Cuyo and Petroken for the fiscal quarter quarters ended March 31June 30, 2004, and 2016 together with the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter (i) periods were prepared in accordance with Applicable GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) and fairly present in all material respects the financial condition of the Consolidated Group as of the date thereof and their results of operations of the Borrower and of each of Petroquímica Cuyo and Petroken as of June 30, 2016 and for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since December 31, 20032015, there has been no event event, condition or circumstance, either individually or in the aggregate, circumstance that has had or would be reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Change. (a) The audited consolidated balance sheet of the Consolidated Group for the fiscal year ended December 31, 20032017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group in all material respects as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, which are required to be shown thereon in accordance with GAAP. (b) The unaudited consolidated financial statements of the Consolidated Group for the fiscal quarter ended March 31, 20042018, and the related consolidated statements of income or operations, shareholders’ equity operations and cash flows for such fiscal quarter (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group in all material respects as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, which are required to be shown thereon in accordance with GAAP. (c) Since December 31, 20032020, there has been no event or circumstance, either individually or in the aggregate, that has had or would be reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Change. (a) The audited consolidated balance sheet of the Consolidated Group for the fiscal year ended December 31, 20032017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group in all material respects as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, which are required to be shown thereon in accordance with GAAP. (b) The unaudited consolidated financial statements of the Consolidated Group for the fiscal quarter ended March 31, 20042018, and the related consolidated statements of income or operations, shareholders’ equity operations and cash flows for such fiscal quarter (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group in all material respects as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, which are required to be shown thereon in accordance with GAAP. (c) Since December 31, 20032017, there has been no event or circumstance, either individually or in the aggregate, that has had or would be reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Change. (ai) The audited consolidated balance sheet financial statements of the Consolidated Group for the fiscal year ended Loan Parties and their Subsidiaries, dated December 31, 20032019, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group Loan Parties and their Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness Indebtedness and other liabilities, direct or contingent, of the Consolidated Group Loan Parties and their Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and Indebtedness. (bii) The unaudited consolidated financial statements balance sheet of the Consolidated Group for the fiscal quarter ended March 31Loan Parties and their Subsidiaries, 2004dated June 30, 2020, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present the financial condition of the Consolidated Group Loan Parties and their Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and . (iii) show all material indebtedness and other liabilities, direct or contingent, Since the date of the Consolidated Group as audited financial statements of the date thereof, including liabilities for taxes, material commitments Loan Parties and Indebtedness. (c) Since their Subsidiaries dated December 31, 20032019, there has been no event or circumstance, either individually or in the aggregate, that has had or would be could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Change. (a) The audited consolidated balance sheet of the Consolidated Group for the fiscal year ended December 31, 20032013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group in all material respects as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, which are required to be shown thereon in accordance with GAAP. (b) The unaudited consolidated financial statements of the Consolidated Group for the fiscal quarter ended March 31September 30, 20042014, and the related consolidated statements of income or operations, shareholders’ equity operations and cash flows for such fiscal quarter (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group in all material respects as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, which are required to be shown thereon in accordance with GAAP. (c) Since December 31, 20032013, there has been no event or circumstance, either individually or in the aggregate, that has had or would be reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Change. (a) The audited consolidated balance sheet of the Consolidated Group for the fiscal year ended December 31, 20032014, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group in all material respects as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, which are required to be shown thereon in accordance with GAAP. (b) The unaudited consolidated financial statements of the Consolidated Group for the fiscal quarter quarters ended March 31, 20042015, and June 30, 2015, and the related consolidated statements of income or operations, shareholders’ equity operations and cash flows for such fiscal quarter quarters (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group in all material respects as of the date dates thereof and their results of operations for the period periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date dates thereof, including liabilities for taxes, material commitments and Indebtedness, which are required to be shown thereon in accordance with GAAP. (c) Since December 31June 30, 20032015, there has been no event or circumstance, either individually or in the aggregate, that has had or would be reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Change. (a) The audited consolidated balance sheet of the Consolidated Group for the fiscal year ended December 31, 2003, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, including the notes thereto Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Consolidated Group for the fiscal quarter ended March 31Borrower and its Subsidiaries dated November 30, 20042018, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) fairly present the financial condition of the Consolidated Group Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and (iii) show . Schedule 6.5 sets forth all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereofBorrower and its consolidated Subsidiaries not included in such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since December 31, 2003the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would be reasonably be expected to have result in a Material Adverse EffectChange.

Financial Statements; No Material Adverse Change. (a) The audited consolidated balance sheet of the Consolidated Group for the fiscal year ended December 31, 2003, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, including the notes thereto Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of (x) the Consolidated Group Administrative Borrower and its Restricted Subsidiaries and (y) the Target and its Restricted Subsidiaries, as applicable, as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of (x) the Consolidated Group for the fiscal quarter ended Administrative Borrower and its Subsidiaries dated March 31, 20042015, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such the fiscal quarter ended on that date and (y) the Target and its Subsidiaries dated March 31, 2015, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) fairly present in all material respects the financial condition of the Consolidated Group Administrative Borrower and its Subsidiaries and the Target and its Subsidiaries, as applicable, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since December 31the date of the Audited Financial Statements (for this purpose, 2003assuming that the Transaction has been consummated before such date), there has been no event or circumstance, either individually or in the aggregate, that has had or would be reasonably be expected to have a Material Adverse EffectChange.

Financial Statements; No Material Adverse Change. (a) The audited consolidated balance sheet of the Consolidated Group for the fiscal year ended December 31, 2003, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, including the notes thereto Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Consolidated Group Borrower and its Subsidiaries as of the date thereof and their [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Consolidated Group for the fiscal quarter ended March 31Borrower and its Subsidiaries dated September 30, 20042007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) fairly present in all material respects the financial condition of the Consolidated Group Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and (iii) show . Except as reflected in such financial statements, Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group Borrower and its consolidated Subsidiaries as of the date thereofof such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since December 31, 2003the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would be could reasonably be expected to have a Material Adverse EffectChange. (d) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 or Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonably believed to be fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Change. (a) The audited consolidated balance sheet of the Consolidated Group for the fiscal year ended December 31, 20032012, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group in all material respects as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, which are required to be shown thereon in accordance with GAAP. (b) The unaudited consolidated financial statements of the Consolidated Group for the fiscal quarter ended March 31September 30, 20042013, and the related consolidated statements of income or operations, shareholders’ equity operations and cash flows for such fiscal quarter (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group in all material respects as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, which are required to be shown thereon in accordance with GAAP. (c) Since December 31, 20032012, there has been no event or circumstance, either individually or in the aggregate, that has had or would be reasonably be expected to have a Material Adverse Effect.