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

Financial Statements; No Material Adverse Effect. The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, the consolidated financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (b) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. The Audited Financial Statements (ia) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iib) fairly present, in all material respects, present the consolidated financial condition of (x) prior to the Parent Closing Date, Airspan and its Subsidiaries Subsidiaries, or as the context may require, of the Issuer and its Subsidiaries, and (y) with respect to any Audited Financial Statements for any period after the Closing Date, the Issuer and its Subsidiaries, as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiic) show all material indebtedness Indebtedness and other liabilitiesliabilities (including, without limitation, Indebtedness, liabilities for taxes, long-term leases, Indebtedness and other unusual forward or long-term commitments), direct or contingent, of the Parent such Person and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (b) . Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect, except as disclosed in any SEC Reports or on Schedule 3.1(q).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent 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 Parent Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. Schedule 5.05 sets forth all material indebtedness and other liabilities, in each casedirect or contingent, of the Borrower and its consolidated Subsidiaries to the extent required to be not reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations including liabilities for taxes, material commitments and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered therebyIndebtedness. (b) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present, present in all material respects, respects the consolidated financial condition of the Parent and its Subsidiaries as of the date thereof and their the consolidated results of their operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; . (b) The unaudited consolidated balance sheet of the Parent and its Subsidiaries dated September 30, 2023, 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 (iiiii) show fairly present in all material indebtedness and other liabilities, direct or contingent, respects the consolidated financial condition of the Parent and its Subsidiaries as of the date thereof, including liabilities thereof and the consolidated results of their operations for taxes, material commitments and Indebtednessthe period covered thereby; subject, in each casethe case of clauses (i) and (ii) above, to the extent required absence of footnotes and to be reflected thereon pursuant to GAAPnormal year-end audit adjustments. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (bc) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (i) The Audited Financial Statements (iA) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiB) fairly present, present in all material respects, respects the consolidated financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiC) show show, in accordance with GAAP, all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and IndebtednessIndebtedness and (ii) the Unaudited Financial Statements have been prepared in accordance with GAAP consistently applied by the Parent, except as otherwise noted therein, subject to normal year-end audit adjustments (none of which individually or in each case, to the extent required to aggregate would be reflected thereon pursuant to GAAPmaterial) and the absence of footnotes. (ab) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof such date and for the periods covered therebysuch periods. (bc) Since the date of the Audited Financial StatementsDecember 31, 2020, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements furnished to the Administrative Agent and each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent Borrower and its Consolidated Subsidiaries as of the date thereof thereof, and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (iii) show all material indebtedness and other liabilitiesmaterial liabilities (to the extent required to be shown by GAAP), direct or contingent, of the Parent Borrower and its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (b) [intentionally omitted]. (c) [intentionally omitted]. (d) Since the date of the Audited Financial StatementsDecember 31, 2020, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (e) The financial statements delivered to the Administrative Agent and each Lender pursuant to Sections 6.01(a) and 6.01(b), (i) will be prepared in accordance with GAAP, except as otherwise noted therein and except as otherwise permitted by Section 6.01(a) and 6.01(b) and (ii) will fairly present the financial condition of the Borrower and its Consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP, subject to the absence of footnotes, required formatting, and to normal year-end audit adjustments.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent 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 Parent Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, Debt to the extent required to be reflected thereon shown pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (b) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect; provided that any event or condition disclosed by the Borrower in public filings with the SEC since the date of the Audited Financial Statements, but, as to any Lender, prior to the date of the commitment of such Lender given prior to the Closing Date, shall be deemed not to have a Material Adverse Effect as to such Lender.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements audited consolidated financial statements of the Parent Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(a) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, present in all material respects, respects the consolidated financial condition of the Parent Borrower and its Subsidiaries as of the date dates thereof and (ii) their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and provided, that the Borrower Parties make no representation or warranty with respect to any historical financial statements delivered in connection with any permitted acquisition or acquisitions of intellectual property. (iiib) show all material indebtedness and other liabilities, direct or contingent, The unaudited consolidated financial statements of the Parent Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Parent Borrower and its Subsidiaries as of the date thereofthereof and their results of operations for the period covered thereby, including liabilities for taxes, material commitments and Indebtedness, in each case, subject to the extent required absence of footnotes and to be reflected thereon pursuant year-end audit adjustments; provided, that the Borrower Parties make no representation or warranty with respect to GAAPany historical financial statements delivered in connection with any permitted acquisition or acquisitions of intellectual property. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (bc) Since the date of the Audited Financial StatementsClosing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Initial Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and except for footnotes with respect to unaudited financial statements included therein; . The Initial Financial Statements (iii) fairly present, in all material respects, present the consolidated financial condition of the Parent entities therein named and its their respective Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and except for footnotes with respect to unaudited financial statements included therein; and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of the Parent entities therein named and its their Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared Indebtedness in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on consistently applied throughout the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods period covered thereby. (b) Since the date of the Audited Financial StatementsDecember 31, 2001, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual 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, present the consolidated financial condition of the Parent and its Subsidiaries Borrower as of the date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries Borrower as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAPindebtedness. (ab) [Reserved]. (c) The financial statements delivered pursuant to Sections 7.01(aSection 6.01(a) and (b) have been prepared in accordance with GAAP (except as otherwise expressly noted therein or as may otherwise be permitted under Sections 7.01(aSection 6.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries Borrower as of the dates thereof and for the periods covered thereby. (bd) Since the date of the Audited Annual Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements Statements: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, the consolidated financial condition of the Parent Eversource and its Subsidiaries as of the date thereof thereof, and their results of operations for the period covered thereby thereby, in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show show, to the extent required by GAAP, all material indebtedness and other liabilities, direct or contingent, of the Parent Eversource and its Subsidiaries as of the date thereof, including including, without limitation, liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (ab) The financial statements delivered pursuant to Sections 7.01(aInterim Financial Statements: (i) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(a) expressly noted therein, and (b)ii) and present fairly (on present, in all material respects, the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results condition of operations and cash flows of the Parent Eversource and its Subsidiaries as of the dates thereof date thereof, and their results of operations for the periods period covered thereby, subject, in each case of the foregoing clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (bc) Since the date of the Audited Financial StatementsDecember 31, 2019, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect, except as specifically disclosed in the Disclosure Documents.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements of Holdings and its Subsidiaries (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereintherein or in the notes thereto; and (ii) fairly present, present in all material respects, respects the consolidated financial condition of the Parent Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and thereby (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtednesssubject, in each casethe case of unaudited statements, to the extent required normal year-end audit adjustments and to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared any other adjustments described therein including in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (bany notes thereto)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (b) The Pro Forma Financial Statements of Holdings and its Subsidiaries, certified by a Responsible Officer of Holdings, copies of which have been furnished to the Administrative Agent, on or prior to the Closing Date, fairly present in all material respects the consolidated pro forma financial condition of Holdings and its Subsidiaries, on a consolidated basis, as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transactions, all prepared in accordance with GAAP, except as otherwise noted therein. (c) Since the date of the Audited Financial StatementsClosing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent 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 Parent Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. Schedule 6.05 sets forth all material indebtedness and other liabilities, in each casedirect or contingent, to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent Borrower and its consolidated Subsidiaries as of the dates thereof Closing Date that are not reflected on such financial statements, including liabilities for taxes, material commitments and for the periods covered therebyIndebtedness. (b) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements furnished to the Administrative Agent and each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent Borrower and its Consolidated Subsidiaries as of the date thereof thereof, and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (iii) show all material indebtedness and other liabilitiesmaterial liabilities (to the extent required to be shown by GAAP), direct or contingent, of the Parent Borrower and its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (b) [intentionally omitted]. (c) [intentionally omitted]. (d) Since the date of the Audited Financial Statementsmost recent audited financial statements delivered pursuant to Section 6.01(a), there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (e) The financial statements delivered to the Administrative Agent and each Lender pursuant to Sections 6.01(a) and 6.01(b), (i) will be prepared in accordance with GAAP, except as otherwise noted therein and except as otherwise permitted by Section 6.01(a) and 6.01(b) and (ii) will fairly present the financial condition of the Borrower and its Consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP, subject to the absence of footnotes, required formatting, and to normal year-end audit adjustments.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other material liabilities, direct or contingent, of the Parent Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (ab) The financial statements delivered pursuant to Sections 7.01(aInterim Financial Statements (i) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(a) expressly noted therein, and (b)ii) and fairly present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows condition of the Parent Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (bc) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual 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, present the consolidated financial condition of the Parent and its Subsidiaries Borrower as of the date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent Borrower as of the date thereof, including liabilities for taxes, commitments and indebtedness. (b) The Interim 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 Borrower as of the date thereof and its Subsidiaries 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 Borrower as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAPindebtedness. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (bc) Since the date of the Audited Financial StatementsSeptember 30, 2020, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements financial statements delivered to the Lenders pursuant to Sections 6.01(a) and (ib) were for periods commencing with the period beginning January 1, 2010 have been, in the case of financial statements delivered prior to the Closing Date, and will be, with respect to hereafter delivered financial statements, prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; . Such financial statements will: (iii) fairly present, present in all material respects, respects the consolidated financial condition of the Parent and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject in the case of quarterly financial statements delivered pursuant to Section 6.01(b) to year-end audit adjustments and the absence of footnotes; and (iiiii) show all material indebtedness and other liabilities, direct or contingent, liabilities of the Parent and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent thereof required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared therein in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on consistently applied throughout the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods period covered thereby. (b) Since the date of the Audited Financial StatementsDecember 31, 2009, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Initial Financial Statements and the audited Current 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, present the consolidated financial condition of the Parent 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 Parent Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (ab) The financial statements delivered pursuant to Sections 7.01(aunaudited Current Financial Statements of Borrower and its Subsidiaries (i) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(a) expressly noted therein, and (b)ii) and fairly present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results condition of operations and cash flows of the Parent Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (bc) Since the date of the Audited Initial Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, present in all material respects, respects the consolidated financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAPDebt. (ab) The financial statements delivered cash flow budget provided pursuant to Sections 7.01(a) and (bSection 3.01(l) have been prepared in accordance with GAAP (except as may otherwise good faith by the Parent, based on assumptions believed by the Parent to be permitted under Sections 7.01(a) and (b)) and present fairly (reasonable on the basis disclosed in the footnotes to such financial statementsClosing Date. (c) the consolidated financial conditionSchedule 4.05 sets forth all material indebtedness and other liabilities, results of operations and cash flows direct or contingent, of the Parent and its Subsidiaries as of the dates thereof date of such financial statements, including liabilities for taxes, contingent liabilities and for the periods covered therebyDebt. (bd) Since the date of the Audited Financial StatementsJune 30, 2008, except as set forth on Schedule 3.01(j), there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (e) The Borrowers are in compliance with the covenants set forth in Sections 6.17 through 6.22 hereof as of September 30, 2008, based on the draft financials for the period ended September 30, 2008.

Financial Statements; No Material Adverse Effect. (i) The Audited Annual Financial Statements of Holdings and its Subsidiaries (iA) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iiB) fairly present, in all material respects, present the consolidated financial condition of the Parent Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiC) show all material indebtedness and other liabilities, direct or contingent, of the Parent Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, Indebtedness to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) by GAAP and (bii) have been the Quarterly Financial Statements of Holdings and its Subsidiaries (A) were each prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(a) expressly noted therein, and (b)B) fairly present the financial condition of Holdings and present fairly (on its Subsidiaries, as of the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, date thereof and their results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods period covered thereby. (b) Since the date of the Audited Financial Statements, there has been no event or circumstancesubject, either individually or in the aggregatecase of this clause (ii), that has had or could reasonably be expected to have a Material Adverse Effectthe absence of footnotes and to normal year-end audit adjustments.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, the consolidated financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (ab) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (bc) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) During the period from December 31, 2011 to and including the Closing Date except as disclosed on Schedule 5.01(b), there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the extent required Administrative Agent on or prior to be reflected thereon pursuant to GAAPthe Closing Date. (ac) The financial statements delivered pursuant to Sections 7.01(aSection 6.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(aSection 6.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries Consolidated Parties as of the dates thereof such date and for the periods covered therebysuch periods. (bd) Since the date of the Audited Financial StatementsDecember 31, 2011, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, the consolidated financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) Schedule 5.05 sets forth all material indebtedness and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial conditionother liabilities, results of operations and cash flows direct or contingent, of the Parent and its consolidated Subsidiaries as of the dates thereof and for Closing Date not otherwise disclosed or referenced (or otherwise contemplated) in the periods covered therebyAudited Financial Statements. (bc) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse EffectEffect and, to the best knowledge of the Borrower, since the date of the Audited Financial Statements, no Internal Control Event has occurred (other than as disclosed in reports of the Borrower filed prior to the date hereof with the SEC).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, present in all material respects, respects the consolidated financial condition of the BDC Parent and its Subsidiaries as of the date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the BDC Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (ab) The financial unaudited consolidated balance sheet of BDC Parent dated as of the most recent fiscal quarter of BDC Parent, and the related consolidated statements delivered pursuant to Sections 7.01(aof income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(aexpressly noted therein, and (ii) fairly present in all material respects the financial condition of BDC Parent as of the date thereof and its results of operations for the period covered thereby, subject, in the case of clauses (i) and (bii)) , to the absence of footnotes and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered therebynormal year-end audit adjustments. (bc) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent Borrower and its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent Borrower and its Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (ab) The financial statements delivered pursuant to Sections 7.01(aUnaudited Financial Statements (i) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(a) expressly noted therein, and (b)ii) and fairly present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows condition of the Parent Borrower and its Subsidiaries as of the dates date thereof and their results of operations, cash flows and changes in shareholders’ equity for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (bc) Since the date of the balance sheet included in the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements audited consolidated balance sheet and the related audited consolidated statements of operations, statements of comprehensive income (i) were prepared in accordance with GAAP consistently applied throughout loss), statements of equity and statements of cashflows of the period covered therebyBorrower and its consolidated Subsidaries as of the end of, except as otherwise expressly noted therein; (ii) and for the fiscal year ended, December 31, 2020 fairly present, present in all material respects, respects the consolidated financial condition conditions of the Parent and its Subsidiaries entities to which they relate 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 Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (ab) The financial statements delivered pursuant to Sections 7.01(aunaudited consolidated balance sheet and the related unaudited consolidated statement of income of the Borrower and its consolidated Subsidaries as of, and for the fiscal quarter ended, June 30, 2021, (i) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(aexpressly noted therein and (ii) fairly present in all material respects the consolidated financial condition of the entities to which they relate as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (bii)) , to the absence of footnotes and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered therebynormal year-end audit adjustments. (bc) Since the date of the Audited Financial StatementsClosing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual 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, present the consolidated financial condition of the Parent and its Subsidiaries Borrower as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries Borrower as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAPindebtedness. (ab) [Reserved]. (c) The financial statements delivered pursuant to Sections 7.01(aSection 6.01(a) and (b) have been prepared in accordance with GAAP (except as otherwise expressly noted therein or as may otherwise be permitted under Sections 7.01(aSection 6.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries Borrower as of the dates thereof and for the periods covered thereby. (bd) Since the date of the Audited Annual Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent MDDC 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 Parent MDDC and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (ab) The financial unaudited consolidated balance sheet of MDDC and its Subsidiaries dated March 31, 2010, and the related consolidated statements delivered pursuant to Sections 7.01(aof income or operations, members’ equity and cash flows for the portion of the fiscal year ended on that date (i) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(a) expressly noted therein, and (b)ii) and fairly present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results condition of operations and cash flows of the Parent MDDC and its Subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (bc) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements delivered to the Administrative Agent (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; ; (ii) fairly present, in all material respects, the consolidated financial condition of the Parent Company and its Subsidiaries or the Acquired Business, 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 and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent Company and its Subsidiaries or the Acquired Business, as applicable, as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required by GAAP; subject, in the case of the Unaudited Financial Statements, to be reflected thereon pursuant to GAAP. (ax) The financial statements delivered pursuant to Sections 7.01(a) the absence of footnote disclosures and other presentation items and (by) have been prepared in accordance with GAAP (except as may otherwise changes resulting from normal year-end adjustments, which would not be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed material in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered therebyaggregate. (b) Since The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Company to be reasonable as of the date of the Audited Financial Statementsdelivery thereof. (c) No event, there change or condition has been no event or circumstanceoccurred since February 28, either individually or in the aggregate2021, that has had had, or could reasonably be expected to have have, a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (to the extent such Audited Financial Statements have been provided) (i) were prepared in accordance with GAAP the Applicable Accounting Standard consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, present in all material respects, respects the consolidated financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and their its results of operations for the period covered thereby in accordance with GAAP the Applicable Accounting Standard 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 Borrower Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (ab) The unaudited consolidated financial statements delivered pursuant to Sections 7.01(aof Borrower Parent for the fiscal quarter ended on that date (i) and (b) have been were prepared in accordance with GAAP (the Applicable Accounting Standard consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(aexpressly noted therein, and (ii) fairly present in all material respects the financial condition of Borrower Parent as of the date thereof and its results of operations for the period covered thereby, subject, in the case of clauses (i) and (bii)) , to the absence of footnotes and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered therebynormal year-end audit adjustments. (bc) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. The Audited Financial Statements Statements, and each other financial statement delivered to the Administrative Agent during the term of this Agreement (subject to the absence of footnotes and year-end adjustments) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, present in all material respects, respects the consolidated financial condition of the Parent and its Consolidated 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 material liabilities, direct or contingent, of the Parent and its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared thereof in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(a) expressly noted therein. On and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (b) Since Fifth Amendment Effective Date, since the date of the Audited Financial Statements, there no event, change or condition has been no event or circumstance, either individually or in the aggregate, occurred that has had had, or could reasonably be expected to have have, a Material Adverse Effect. Thereafter on the date of each subsequent Extension of Credit, since the date of the most recently delivered financial statements of the Parent and its Consolidated Subsidiaries, no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAPDebt. (ab) The unaudited consolidated financial statements delivered pursuant to Sections 7.01(aof the Parent and its Subsidiaries dated as of June 30, 2006 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(a) expressly noted therein, and (b)ii) and fairly present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows condition of the Parent and its Subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (bc) Since The Projections have been prepared in good faith by the Parent, based on assumptions believed by the Borrower to be reasonable on the date of the Audited Financial Statementsthereof. (d) Except as set forth in Schedule 4.05(d), since December 31, 2005, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout fairly present the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, the consolidated financial condition of the Parent Borrower and its Subsidiaries Subsidiaries, as of the date thereof and their results of operations for the period covered thereby thereby. (b) The Audited Financial Statements were prepared in good faith based on the books and records of the Borrower and the Subsidiaries and in accordance with GAAP consistently applied throughout the period covered thereby, (except as otherwise expressly noted therein; may be indicated in the notes attached thereto). (c) From December 31, 2003 to and (iii) show all material indebtedness and other liabilitiesincluding the Closing Date, direct there has been no Disposition by the Borrower or contingentany Subsidiary, or any Involuntary Disposition, of any material part of the Parent business or Property of the Borrower and its Subsidiaries Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the date thereofBorrower and its Subsidiaries, including liabilities for taxes, material commitments and Indebtednesstaken as a whole, in each case, which is not reflected in the Audited Financial Statements or in the notes thereto and has not otherwise been disclosed in writing to the extent required Lender on or prior to be reflected thereon pursuant to GAAPthe Closing Date. (ad) The financial statements delivered pursuant to Sections 7.01(a) and (b) Section 7.01 have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (bSection 7.01)) , and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Parent Borrower and its Subsidiaries as of the dates thereof such date and for the periods covered therebysuch periods. (be) Since the date of the Audited Financial StatementsDecember 31, 2003, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAPDebt. (ab) The financial unaudited consolidated balance sheet of the Parent and its Subsidiaries dated May 31, 2009, and the related consolidated statements delivered pursuant to Sections 7.01(aof income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on that date (i) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(a) expressly noted therein, and (b)ii) and fairly present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows condition of the Parent and its Subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (bc) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in all material respects in accordance with GAAP GAAP, except as noted therein, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present, present in all material respects, respects the consolidated financial condition of the Parent and its Subsidiaries Loan Parties as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; . (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries dated March 31, 2021, 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 all material respects in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iiiii) show fairly present in all material indebtedness and other liabilities, direct or contingent, respects the financial condition of the Parent Holdings and its Subsidiaries as of the date thereofthereof and their results of operations, including liabilities cash flows and changes in shareholders’ equity for taxesthe period covered thereby, material commitments and Indebtednesssubject, in each casethe case of clauses (i) and (ii), to the extent required absence of footnotes and to be reflected thereon pursuant to GAAPnormal year-end audit adjustments. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (bc) Since the date of the balance sheet included in the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, present in all material respects, respects the consolidated financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (ab) The financial unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated November 30, 2013, and the related consolidated statements delivered pursuant to Sections 7.01(aof income or operations, and cash flows for the fiscal quarter ended on that date (i) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(a) expressly noted therein, and (b)ii) and fairly present fairly (on in all material respects the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows condition of the Parent Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments. (bc) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could is reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , (ii) fairly present, in all material respects, the consolidated financial condition of the Parent Borrower and its Subsidiaries as of the date thereof of the balance sheet included therein and their the results of operations of the Borrower and its Subsidiaries for the period covered thereby in accordance with GAAP, and (iii) to the extent required by GAAP, disclose all material Debt and other liabilities (contingent or otherwise), including liabilities for Taxes, of the Borrower and its Subsidiaries as of the date thereof. (b) The Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (iiiii) show fairly present, in all material indebtedness and other liabilitiesrespects, direct or contingent, the financial condition of the Parent Borrower and its Subsidiaries as of the date thereofof the balance sheet included therein and the results of operations of the Borrower and its Subsidiaries for the period covered thereby, including liabilities for taxes, material commitments and Indebtednesssubject, in each casethe case of clauses (i) and (ii), to the extent required absence of footnotes and to be reflected thereon pursuant to GAAPyear-end audit adjustments. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (b) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, the consolidated financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (ab) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (bc) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. The Audited Financial Statements of the Parent Borrower and its Subsidiaries or, with respect to the making of this representation and warranty after the Closing Date, the audited financial statements of the Parent Borrower and its Subsidiaries as of the end of the most recent fiscal year for which financial statements have been delivered to the Administrative Agent pursuant to Section 5.01(a): (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present, present in all material respects, respects the consolidated financial condition of the Parent 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. The Audited Financial Statements of the Target and its Subsidiaries (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby; and (iiiii) show fairly present in all material indebtedness and other liabilities, direct or contingent, respects the financial condition of the Parent Target and its Subsidiaries as of the date thereof, including liabilities thereof and their results of operations for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared period covered thereby in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on consistently applied throughout the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods period covered thereby. (b) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the applicable period covered thereby, except as otherwise expressly noted therein; (ii) present fairly present, in all material respects, respects the consolidated financial condition of the Parent Borrower and its Subsidiaries as of the respective date thereof and their results of operations for the applicable period covered thereby in accordance with GAAP consistently applied throughout the applicable period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent Borrower and its Subsidiaries as of the respective date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (b) Since The December 31, 2003 and 2004 Annual Statement of each Material Insurance Subsidiary (i) were prepared in accordance with SAP consistently applied through the applicable periods covered thereby, except as otherwise expressly noted therein; (ii) present fairly in all material respects the financial condition of each Material Insurance Subsidiary as of the respective date thereof and their results of operations for the applicable period covered thereby; and (iii) show all material indebtedness and other liabilities, direct or contingent, of each Material Insurance Subsidiary as of the respective date of the Audited Financial Statementssuch financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since December 31, 2004, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. The Audited Financial Statements (a) Each of the financial statements delivered pursuant to Section 6.01(a) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , (ii) fairly present, present in all material respects, respects the consolidated financial condition of the Parent and its Subsidiaries Loan Parties as of the date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries Loan Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, Indebtedness to the extent required to be reflected thereon pursuant to by GAAP. (ab) The Each of the financial statements delivered pursuant to Sections 7.01(aSection 6.01(b) (i) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(aexpressly noted therein, and (ii) fairly present in all material respects the financial condition of the Loan Parties as of the date thereof and its results of operations for the period covered thereby, subject, in the case of clauses (i) and (bii)) , to the absence of footnotes and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered therebynormal year-end audit adjustments. (bc) Since the date of the Audited Financial Statementsquarterly report on Form 10-Q for the Fiscal Quarter ended June 30, 2024, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited unaudited consolidated and consolidating balance sheet of the ▇▇▇▇▇▇ Communications and the Non-Broadcasting Subsidiaries as at December 31, 2001 and the related consolidated and consolidating statements of income or operations, shareholders' equity and cash flows for the year then ended (the "Financial Statements 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, present the consolidated financial condition of the Parent ▇▇▇▇▇▇ Communications and its the Non-Broadcasting 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 ▇▇▇▇▇▇ Communications and the Parent and its Non-Broadcasting Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (b) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, present in all material respects, respects the consolidated financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAPDebt. (ab) The financial statements delivered pursuant to Sections 7.01(a) Pro Forma Financial Statements and (b) the Projections have been prepared in accordance with GAAP (except as may otherwise good faith by the Parent, based on assumptions believed by the Parent to be permitted under Sections 7.01(a) and (b)) and present fairly (reasonable on the date hereof, and the Pro Forma Financial Statements present fairly, in all material respects, on a pro forma basis disclosed in the footnotes to such financial statements) the estimated consolidated financial conditionposition of the Parent and its consolidated Subsidiaries as of the Closing Date. (c) Schedule 4.05 sets forth all material indebtedness and other liabilities, results of operations and cash flows direct or contingent, of the Parent and its Subsidiaries as of the dates thereof date of such financial statements, including liabilities for Taxes, contingent liabilities and for the periods covered therebyDebt. (bd) Since the date of the Audited Financial StatementsJune 30, 2005, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) audited financial statements delivered to the Lenders were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; . Such financial statements: (iii) fairly present, in all material respects, present the consolidated financial condition of the Parent Borrower and its Subsidiaries (and to the knowledge of the Borrower in the case of financial statements of target company delivered to pursuant to Section 4.04(b), the entities covered thereby) on a consolidated basis as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show fairly present the financial condition of the Borrower and its Subsidiaries (and to the knowledge of the Borrower in the case of financial statements of target company delivered to pursuant to Section 4.04(b), the entities covered thereby) on a consolidated basis as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Parent Borrower and its Subsidiaries on a consolidated basis as of the date thereofof such financial statements, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (b) Since the date of the Audited Financial StatementsDecember 31, 2004, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent and its Subsidiaries consolidated subsidiaries as of the date thereof and their consolidated results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (ab) The financial statements delivered pursuant to Sections 7.01(aUnaudited Financial Statements (i) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(aexpressly noted therein and (ii) fairly present the financial condition of Parent and its consolidated subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (bii)) , to the absence of footnotes and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered therebynormal year-end audit adjustments. (bc) Since the date of the Audited Financial StatementsStatements relating to Parent’s most recently ended fiscal year, there has been no event or circumstance, either individually or in the aggregate, that has had had, or could reasonably be expected to have have, a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent 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; . (b) [Reserved]. (c) The December 31, 2022 Annual Statement of each Insurance Subsidiary that is a Domestic Subsidiary and the September 30, 2023 Interim Statements of each Insurance Subsidiary that is a Domestic Subsidiary (i) were prepared in accordance with SAP consistently applied through the periods covered thereby, except as otherwise expressly noted therein and (iiiii) show all material indebtedness and other liabilities, direct or contingent, fairly present the financial condition of the Parent and its Subsidiaries each Insurance Subsidiary as of the date thereofthereof and their results of operations for the period covered thereby, including liabilities for taxes, material commitments and Indebtednesssubject, in each casethe case of such Interim Statements for clauses (i) and (ii), to the extent required to be reflected thereon pursuant to GAAPabsence of footnotes and normal year-end adjustments. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (bd) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (e) Neither the Borrower nor any of its Subsidiaries has any Off-Balance Sheet Liabilities except those permitted pursuant to Section 7.03.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent 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 Parent Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (ab) The financial unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated February 1, 2019 (including the footnotes thereto), and the related consolidated statements delivered pursuant to Sections 7.01(aof income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(a) expressly noted therein, and (b)ii) and fairly present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows condition of the Parent Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby. (bc) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, present in all material respects, respects the consolidated financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAPDebt. (ab) The financial statements delivered pursuant to Sections 7.01(a) and (b) Projections have been prepared in accordance with GAAP (except as may otherwise good faith by the Parent, based on assumptions believed by the Parent to be permitted under Sections 7.01(a) and (b)) and present fairly (reasonable on the basis disclosed in the footnotes to such financial statementsdate hereof. (c) the consolidated financial conditionSchedule 4.05 sets forth all material indebtedness and other liabilities, results of operations and cash flows direct or contingent, of the Parent and its Subsidiaries as of the dates thereof date of such financial statements, including liabilities for taxes, contingent liabilities and for the periods covered therebyDebt. (bd) Since the date of the Audited Financial StatementsJune 30, 2007, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (e) The Borrowers are in compliance with the covenants set forth in Sections 6.17 through 6.22 as of June 30, 2008 and July 31, 2008 based on the draft financials ended June 30, 2008 and July 31, 2008.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present, present in all material respects, respects the consolidated financial condition of the Parent Borrower and its Subsidiaries as of the date thereof last day CHAR1\1533762v5 of the period covered thereby and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show fairly present in all material indebtedness and other liabilities, direct or contingent, respects the financial condition of the Parent Borrower and its Subsidiaries as of the date thereoflast day of the period covered thereby and their results of operations for the period covered thereby, including liabilities for taxes, material commitments and Indebtednesssubject, in each casethe case of clauses (i) and (ii), to the extent required absence of footnotes and to be reflected thereon pursuant to GAAP.normal year-end audit adjustments; (ac) The financial statements delivered pursuant to Sections Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections Section 7.01(a) and (b)) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Parent Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (bd) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (ab) The unaudited consolidated financial statements delivered pursuant to Sections 7.01(aof the Consolidated Parties dated July 31, 2003, and the related consolidated statements of income or operations, shareholders' equity and cash flows for the fiscal quarter ended on that date (i) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(aexpressly noted therein, and (ii) fairly present the financial condition of the Consolidated Parties as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (bii)) , to the absence of footnotes and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered therebynormal year-end audit adjustments. (bc) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAPDebt. (ab) The financial unaudited consolidated balance sheet of the Parent and its Subsidiaries dated May 31, 2009, and the related consolidated statements delivered pursuant to Sections 7.01(aof income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on that date (i) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(a) expressly noted therein, and (b)ii) and fairly present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows condition of the Parent and its Subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (bc) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual Financial Statements (i) were prepared in accordance with GAAP or income tax basis accounting, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent each Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP or income tax basis accounting, 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 Parent each Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (ab) The financial statements delivered pursuant to Sections 7.01(aInterim Financial Statements (i) and (b) have been were prepared in accordance with GAAP (or income tax basis accounting, consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(a) expressly noted therein, and (b)ii) and fairly present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results condition of operations and cash flows of the Parent each Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (bc) Since the date of the Audited Financial StatementsDecember 31, 2020, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present, present in all material respects, respects the consolidated financial condition of the Parent 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; . (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated September 30, 2010,March 31, 2014, 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 (iiiii) show fairly present in all material indebtedness and other liabilities, direct or contingent, respects the financial condition of the Parent Borrower and its Subsidiaries as of the date thereofthereof and their results of operations for the period covered thereby, including liabilities for taxes, material commitments and Indebtednesssubject, in each casethe case of clauses (i) and (ii), to the extent required absence of footnotes and to be reflected thereon pursuant to GAAPnormal year-end audit adjustments. (ac) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except Except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed set forth in the footnotes to such financial statements) the consolidated financial conditionPublic Filings, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (b) Since the date of the Audited Financial Statementssince June 30, 2010,December 31, 2013, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereintherein and except for the non-GAAP treatment of Paradise Bakery’s lease obligations for fiscal periods ending prior to the Closing Date; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent 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 Parent Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. Schedule 5.05 sets forth all material indebtedness and other liabilities, in each casedirect or contingent, of the Borrower and its consolidated Subsidiaries to the extent required to be not reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations including liabilities for taxes, material commitments and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered therebyIndebtedness. (b) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent 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 Parent Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated March 28, in each case2004, to and the extent required to be reflected thereon pursuant to GAAP. related consolidated statements of income or operations, shareholders' equity and cash flows for the fiscal quarter ended on that date (ai) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(a) expressly noted therein, and (b)ii) and fairly present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows condition of the Parent Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby. , subject, in the case of clauses (bi) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, present in all material respects, respects the consolidated financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show or describe all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (b) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (c) The consolidated forecasted balance sheet, statements of income and cash flows of Parent and its Subsidiaries delivered pursuant to Section 4.01 or Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Parent’s best estimate of its future financial condition and performance, recognizing that - 77 - there are industry-wide risks normally associated with the types of business conducted by Parent and its Subsidiaries and that Parent does not warrant that such forecasts and estimates will ultimately prove to have been accurate.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, present in all material respects, respects the consolidated financial condition of the Parent 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 Parent Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (ab) The financial statements delivered pursuant to Sections 7.01(aUnaudited Financial Statements (i) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(a) expressly noted therein, and (b)ii) and fairly present fairly (on in all material respects the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results condition of operations and cash flows of the Parent Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (bc) Since the date of the Audited Financial StatementsPetition Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, Indebtedness of the Parent Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (ab) The financial unaudited consolidated balance sheet of the Company and its Subsidiaries dated March 31, 2011, and the related consolidated statements delivered pursuant to Sections 7.01(aof income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on that date (i) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(a) expressly noted therein, and (b)ii) and fairly present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows condition of the Parent Company and its Subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (bc) Since the date of the Audited Financial Statements, except as disclosed publicly in filings with the SEC, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent 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 Parent Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each casecase under this clause (iii), to the extent required to be reflected thereon pursuant to GAAP. (b) [Reserved]. (c) Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries not disclosed on the most recent financial statements referred to in either clauses (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and or (b)) , as applicable, of this Section 5.05, including liabilities for taxes, material commitments and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered therebyIndebtedness. (bd) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements of the Borrower (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 Borrower and its Subsidiaries as of the date thereof 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 otherwise expressly noted therein. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated June 29, 2025, 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 consolidated financial condition of the Parent Borrower and its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; subject, in the case of clauses (i) and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each caseii), to the extent required absence of footnotes and to be reflected thereon pursuant to GAAPnormal year-end audit adjustments. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (bc) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present, present in all material respects, respects the consolidated financial condition of the Parent Public FIG and its Subsidiaries consolidated 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 disclosed therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (b) Since From the date of the Audited Financial StatementsStatements to and including the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (c) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except, in each case, as may otherwise be permitted under Section 7.01(a) or (b), as applicable) and present fairly, as applicable, in all material respects the (i) consolidated financial condition, results of operations and cash flows of Public FIG and its consolidated subsidiaries and (ii) balance sheet and statement of operations of the Loan Parties and their Subsidiaries, on a combined basis (for the avoidance of doubt, omitting the Excluded Entities), in each case, as of the dates thereof and for the periods covered thereby, in the case of financial statements delivered pursuant to Section 7.01(b), subject to normal year-end audit adjustments and the absence of footnotes.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared Indebtedness in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(a) expressly noted therein. Except as expressly set forth in such statements, Schedule 5.05 sets forth all material indebtedness and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial conditionother liabilities, results of operations and cash flows direct or contingent, of the Parent Company and its consolidated Subsidiaries as of the dates thereof date of such financial statements, including liabilities for taxes, material commitments and for the periods covered therebyIndebtedness. (b) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual 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, present the consolidated financial condition of the Parent and its Subsidiaries Borrower as of the date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show SC1:3922355.6 all material indebtedness and other liabilities, direct or contingent, of the Parent Borrower as of the date thereof, including liabilities for taxes, commitments and indebtedness. (b) The Interim 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 Borrower as of the date thereof and its Subsidiaries 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 Borrower as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAPindebtedness. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (bc) Since the date of the Audited Financial StatementsSeptember 30, 2014, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent 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 Parent Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (b) [Reserved]. (c) Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries not disclosed on the most recent financial statements referred to in clause (a) of this Section 5.05, including liabilities for taxes, material commitments and Indebtedness. (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent Persons set forth therein and its their respective 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 Parent Persons set forth therein and its their respective Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP [Intentionally Omitted.] (except as may otherwise be permitted under Sections 7.01(ac) Schedule 5.05 sets forth all material indebtedness and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial conditionother liabilities, results of operations and cash flows direct or contingent, of the Parent each of Borrower, TAP Funding, TEML, TMCL, TMCL II, TMCLIII, TMCLIV, TWC and its the Guarantor, and their respective Subsidiaries as of the dates thereof Closing Date, including liabilities for taxes, material commitments and for the periods covered therebyIndebtedness. (bd) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual 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, present the consolidated financial condition of the Parent and its Subsidiaries Borrower as of the date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent Borrower as of the date thereof, including liabilities for taxes, commitments and indebtedness. (b) The Interim 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 Borrower as of the date thereof and its Subsidiaries 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 Borrower as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAPindebtedness. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (bc) Since the date of the Audited Financial StatementsSeptember 30, 2021, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, present in all material respects, respects the consolidated financial condition of the Parent and its Subsidiaries Borrowers 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, material liabilities of the Parent and its Subsidiaries Borrowers as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, thereof to the extent required to be reflected thereon pursuant to by GAAP. (ab) The financial unaudited consolidated balance sheets of the Borrowers dated June 30, 2014, and the related consolidated statements delivered pursuant to Sections 7.01(aof income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(aexpressly noted therein, and (ii) fairly present the financial condition of the Borrowers as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (bii)) , to the absence of footnotes and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered therebynormal year-end audit adjustments. (bc) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited 2012 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, present in all material respects, respects the consolidated financial condition of Wyoming Co. and the Parent Borrower and its Subsidiaries as of the date thereof last day of the period covered thereby and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show fairly present in all material indebtedness respects the financial condition of Wyoming Co. and other liabilities, direct or contingent, of the Parent Borrower and its Subsidiaries as of the date thereoflast day of the period covered thereby and their results of operations for the period covered thereby, including liabilities for taxes, material commitments and Indebtednesssubject, in each casethe case of clauses (i) and (ii), to the extent required absence of footnotes and to be reflected thereon pursuant to GAAP.normal year-end audit adjustments; (ac) The financial statements delivered pursuant to Sections Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections Section 7.01(a) and (b)) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Parent Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (bd) Since the date of the Audited 2012 Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent and its Subsidiaries 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 Parent and its Subsidiaries Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (ab) The financial unaudited consolidated and consolidating balance sheet of the Consolidated Group dated December 31, 2014 and the related consolidated and consolidating statements delivered pursuant to Sections 7.01(aof income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(aexpressly noted therein, and (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 (bii)) , to the absence of footnotes and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered therebynormal year-end audit adjustments. (bc) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared substantially in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present, present in all material respects, respects the consolidated financial condition of the Parent and its Subsidiaries Borrower as of the date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (ab) The financial statements delivered pursuant to Sections Section 7.01(a) and (b) have been prepared substantially in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(a) and (b)) expressly noted therein, and present fairly (on the basis disclosed in the footnotes to such financial statements) all material respects the consolidated financial condition, results of operations and cash flows of the Parent Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby., subject, in the (bc) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect; provided, that, the impacts of the ongoing COVID-19 pandemic on the business, assets, income, properties, liabilities (actual or contingent), operations or financial condition of the Borrower and its Subsidiaries, taken as a whole, that have been disclosed to the Administrative Agent and Lenders prior to the Third Amendment Effective Date, or otherwise publicly available in filings with the Securities and Exchange Commission made prior to the Third Amendment Effective Date, shall be disregarded, in each case to the extent so disclosed.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present, present in all material respects, respects the consolidated financial condition of the Parent and its Subsidiaries entities to which they relate 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; . (b) The Unaudited Financial Statements delivered to the Administrative Agent on or prior to the Closing Date, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarters and pro forma periods (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (iiiii) show fairly present in all material indebtedness and other liabilities, direct or contingent, respects the financial condition of the Parent Holdings and its Subsidiaries as of the date thereofthereof and their results of operations for the period covered thereby, including liabilities for taxes, material commitments and Indebtednesssubject, in each casethe case of clauses (i) and (ii), to the extent required absence of footnotes and to be reflected thereon pursuant to GAAP.normal year-end audit adjustments. PRIVATE & CONFIDENTIAL SUBJECT TO FRE 408 & ITS EQUIVALENTS (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (bc) Since the date of the most recent Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Parent Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present, in all material respects, the consolidated financial condition of the Parent and its Subsidiaries as of the date respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; . (b) The Parent Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iiiii) show fairly present, in all material indebtedness and other liabilitiesrespects, direct or contingent, the financial condition of the Parent and its Subsidiaries as of the date thereofrespective dates thereof and their results of operations for the period covered thereby, including liabilities for taxes, material commitments and Indebtednesssubject, in each casethe case of clauses (i)and (ii), to the extent required absence of footnotes and to be reflected thereon pursuant to GAAPnormal year-end audit adjustments. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (bc) Since the date of the Audited Financial StatementsDecember 31, 2009, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) The projections delivered pursuant to Section 4.01(a)(ix) and Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by the management of the Parent to be reasonable in light of the conditions existing at the time of preparation of such projections (it being understood that projections are subject to uncertainties and contingencies and that actual results during the period or periods covered by such projections may differ materially from such projections).

Financial Statements; No Material Adverse Effect. (i) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent 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 Parent Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, Debt to the extent required to be reflected thereon shown pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (bii) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect; provided that any event or condition disclosed by the Borrower in public filings with the SEC since the date of the Audited Financial Statements, but, as to any Lender, prior to the date of the commitment of such Lender given prior to the Closing Date, shall be deemed not to have a Material Adverse Effect as to such Lender.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements Statements: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, the consolidated financial condition of the Parent Borrowers and its their Subsidiaries as of the date thereof thereof, and their results of operations for the period covered thereby thereby, in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show show, to the extent required by GAAP, all material indebtedness and other liabilities, direct or contingent, of the Parent Borrowers and its their Subsidiaries as of the date thereof, including including, without limitation, liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (ab) The financial statements delivered pursuant to Sections 7.01(aInterim Financial Statements: (i) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(a) expressly noted therein, and (b)ii) and present fairly (on present, in all material respects, the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows condition of the Parent Borrowers and its their Subsidiaries as of the dates thereof date thereof, and their results of operations for the periods period covered thereby, subject, in each case of the foregoing clauses (b)(i) and (b)(ii), to the absence of footnotes and to normal year-end audit adjustments. (bc) Since the date of the Audited Financial StatementsDecember 31, 2023, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse EffectEffect with respect to any Borrower, except as specifically disclosed in the Disclosure Documents.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent Borrower and its the Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP (or as applicable, with respect to HMO Subsidiaries, SAP) consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (iii) show all material indebtedness and other material liabilities, direct or contingent, of the Parent Borrower and its the Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (b) Since the date of the most recent Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (c) The financial statements delivered to the Administrative Agent and each Lender pursuant to Sections 6.01(a) and (b) (i) will be prepared in accordance with GAAP (or, as applicable, with respect to HMO Subsidiaries, SAP), except as otherwise noted therein, and (ii) will fairly present the financial condition of the Borrower and the Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP (or, as applicable, with respect to HMO Subsidiaries, SAP).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent MDDC 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 Parent MDDC and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (ab) The financial unaudited consolidated balance sheet of MDDC and its Subsidiaries dated March 31, 2013, and the related consolidated statements delivered pursuant to Sections 7.01(aof income or operations, members’ equity and cash flows for the portion of the fiscal year ended on that date (i) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(a) expressly noted therein, and (b)ii) and fairly present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results condition of operations and cash flows of the Parent MDDC and its Subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (bc) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present, in all material respects, the consolidated financial condition of the Parent Yield Inc. 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; . (b) The unaudited consolidated balance sheets of Yield Inc. and its Subsidiaries as of June 30, 2018, 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 (iiiii) show fairly present, in all material indebtedness and other liabilitiesrespects, direct or contingent, the financial condition of the Parent Yield Inc. and its Subsidiaries as of the date thereofthereof and their results of operations for the period covered thereby, including liabilities for taxes, material commitments and Indebtednesssubject, in each casethe case of clauses (i) and (ii), to the extent required absence of footnotes and to be reflected thereon pursuant to GAAPnormal year-end audit adjustments. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (bc) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, the consolidated financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP #95484613v795537764v17 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 Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (b) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) audited financial statements delivered to the Lenders were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; . Such financial statements: (iii) fairly present, in all material respects, present the consolidated financial condition of the Parent Borrower and its Subsidiaries on a consolidated basis as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show fairly present the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. SCHEDULE 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Parent Borrower and its Subsidiaries on a consolidated basis as of the date thereofof such financial statements, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (b) Since the date of the Audited Financial StatementsMarch 31, 2005, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , (ii) fairly present, in all material respects, the consolidated financial condition of the Parent and its Subsidiaries as of the date thereof of the balance sheet included therein and their the results of operations of the Parent and its Subsidiaries for the period covered thereby in accordance with GAAP, and (iii) to the extent required by GAAP, disclose all material Debt and other liabilities (contingent or otherwise), including liabilities for Taxes, of the Parent and its Subsidiaries as of the date thereof. (b) The Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (iiiii) show fairly present, in all material indebtedness and other liabilitiesrespects, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows condition of the Parent and its Subsidiaries as of the dates thereof of the balance sheets included therein and the results of operations of the Parent and its Subsidiaries for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to year-end audit adjustments. (bc) Since the date of the Audited Financial StatementsDecember 31, 2012, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual Financial Statements and, since the Closing Date, each of the annual financial statements delivered pursuant to Section 6.01(a), (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , (ii) fairly present, present in all material respects, respects the consolidated financial condition of the Parent Borrower and its the Restricted Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent Borrower and its the Restricted Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and Indebtedness, in each case, to the extent required by GAAP to be reflected thereon pursuant to GAAPshown therein. (ai) The A complete and correct copy of the Required Financials has been delivered to the Administrative Agent prior to the Closing Date, and (ii) the Quarterly Financial Statements and, since the Closing Date, the most recent quarterly unaudited consolidated financial statements of the Borrower and the Restricted Subsidiaries delivered pursuant to Sections 7.01(aSection 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date, (x) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (b) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.expressly noted therein,

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent Borrower and its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; . (b) The unaudited consolidated balance sheet of the Borrower 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 (iiiii) show all material indebtedness and other liabilities, direct or contingent, fairly present the financial condition of the Parent Borrower and its Subsidiaries as of the date thereofthereof and their results of operations, including liabilities cash flows and changes in shareholders’ equity for taxesthe period covered thereby, material commitments and Indebtednesssubject, in each casethe case of clauses (i) and (ii), to the extent required absence of footnotes and to be reflected thereon pursuant to GAAPnormal year-end audit adjustments. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (bc) Since the date of the Audited Financial StatementsDecember 31, 2014, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other material liabilities, direct or contingent, of the Parent Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (ab) The financial statements delivered pursuant to Sections 7.01(aInterim Financial Statements (i) and (b) have been were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(a) expressly noted therein, and (b)ii) and fairly present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows condition of the Parent Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (bc) Since the date of the Audited Interim Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (i) The Audited Annual Financial Statements of Holdings and its Subsidiaries (iA) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iiB) fairly present, in all material respects, present the consolidated financial condition of the Parent Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiC) show all material indebtedness and other liabilities, direct or contingent, of the Parent Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, Indebtedness to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) by GAAP and (bii) have been the Quarterly Financial Statements of Holdings and its Subsidiaries (A) were each prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as may otherwise be permitted under Sections 7.01(a) expressly noted therein, and (b)B) fairly present the financial condition of Holdings and present fairly (on its Subsidiaries, as of the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, date thereof and their results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods period covered thereby, subject, in the case of this clause (ii), to the absence of footnotes and to normal year-end audit adjustments. (b) Since the date of the Audited Financial StatementsDecember 31, 2010, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual 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, present the consolidated financial condition of the Parent and its Subsidiaries Borrower as of the date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent Borrower as of the date thereof, including liabilities for taxes, commitments and indebtedness. (b) The Interim 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 Borrower as of the date thereof and its Subsidiaries 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 Borrower as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAPindebtedness. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (bc) Since the date of the Audited Financial StatementsSeptember 30, 2011, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements Statements: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted 147741845_5 therein; (ii) fairly present, in all material respects, the financial condition of the Borrower and its Subsidiaries as of the date thereof, and their results of operations for the period covered thereby, in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show, to the extent required by GAAP, all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including, without limitation, liabilities for taxes, material commitments and Indebtedness. (b) The Interim Financial Statements: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) fairly present, in all material respects, the consolidated financial condition of the Parent Borrower and its Subsidiaries as of the date thereof thereof, and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtednesssubject, in each casecase of the foregoing clauses (b)(i) and (b)(ii), to the extent required absence of footnotes and to be reflected thereon pursuant to GAAPnormal year-end audit adjustments. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (bc) Since the date of the Audited Financial StatementsDecember 31, 2023, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect, except as specifically disclosed in the Disclosure Documents.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual 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, present the consolidated financial condition of the Parent and its Subsidiaries Borrower as of the date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent Borrower as of the date thereof, including liabilities for taxes, commitments and indebtedness. (b) The Interim 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 Borrower as of the date thereof and its Subsidiaries 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 Borrower as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAPindebtedness. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (bc) Since the date of the Audited Financial StatementsJune 30, 2018, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited 2012 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, present in all material respects, respects the consolidated financial condition of Wyoming Co. and the Parent Borrower and its Subsidiaries as of the date thereof last day of the period covered thereby and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show fairly present in all material indebtedness respects the financial condition of Wyoming Co. and other liabilities, direct or contingent, of the Parent Borrower and its Subsidiaries as of the date thereoflast day of the period covered thereby and their results of operations for the period covered thereby, including liabilities for taxes, material commitments and Indebtednesssubject, in each casethe case of clauses (i) and (ii), to the extent required absence of footnotes and to be reflected thereon pursuant to GAAP.normal year-end audit adjustments; (ac) The financial statements delivered pursuant to Sections Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections Section 7.01(a) and (b)) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Parent Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby.its (bd) Since the date of the Audited 2012 Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, present the consolidated financial condition of the Parent and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) During the period from December 31, 2009 to and including the Funding Date except as disclosed on Schedule 5.01(b), there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the extent required Administrative Agent on or prior to be reflected thereon pursuant to GAAPthe Funding Date. (ac) The financial statements delivered pursuant to Sections 7.01(aSection 6.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(aSection 6.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries Consolidated Parties as of the dates thereof such date and for the periods covered therebysuch periods. (bd) Since the date of the Audited Financial StatementsDecember 31, 2009, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, present in all material respects, respects the consolidated financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (b) To the best knowledge of Parent, the Borrowers and their consolidated Restricted Subsidiaries and unless otherwise disclosed on Schedule 5.05, as of the Closing Date, none of Parent, the Borrowers nor any of their Restricted Subsidiaries have any material indebtedness or other liabilities, direct or contingent, including liabilities for taxes, material commitments and Indebtedness, not disclosed in the Audited Financial Statements. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements financial statements delivered to the Lenders pursuant to Sections 6.01(a) and (ib) were for periods commencing with the period beginning January 1, 2012 have been, in the case of financial statements delivered prior to the Closing Date, and will be, with respect to hereafter delivered financial statements, prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; . Such financial statements will: (iii) fairly present, present in all material respects, respects the consolidated financial condition of the Parent and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject in the case of quarterly financial statements delivered pursuant to Section 6.01(b) to year-end audit adjustments and the absence of footnotes; and (iiiii) show all material indebtedness and other liabilities, direct or contingent, liabilities of the Parent and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent thereof required to be reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared therein in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on consistently applied throughout the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods period covered thereby. (b) Since the date of the Audited Financial StatementsDecember 31, 2011, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, the consolidated financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (ab) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (bc) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.