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

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 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 all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statements. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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. (e) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the 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 all material indebtedness Material Indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated Consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)(other than the Subsidiaries acquired pursuant to the S▇▇▇▇▇▇ Acquisition) dated September 30, 2014, and the related consolidated Consolidated statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the Fiscal Quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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. (d) To the best knowledge of the Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, (i) in any financial information delivered or to be delivered to the Agent or the Lenders, (ii) of covenant compliance calculations provided hereunder or (iv) of the assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries on a Consolidated basis. (e) The consolidated Consolidated forecasted balance sheet, sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s Loan Parties’ best estimate of its future financial condition performance, it being recognized by the Lenders that projections as to future events are not to be viewed as facts and performancethat actual results during the period or periods covered by the projections may differ from the projected results included in such projections.

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 financial condition of the Borrower and its Subsidiaries as of the date dates thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period periods covered thereby in accordance with GAAP consistently applied throughout the period covered therebyGAAP, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsdates thereof, including liabilities for Taxes, material commitments and Indebtedness. (b) The unaudited consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)as of September 30, 2012 and December 31, 2012 and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter nine-month periods ended on September 30, 2011 and September 30, 2012 and the date thereof twelve month period ended December 31, 2012 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date dates thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (d) 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 would reasonably be expected to have a Material Adverse Effect. (ed) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower All financial projections concerning Holdings and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) were Lenders prior to the Initial Funding Date have been prepared in good faith on based upon assumptions believed by the basis Borrower to be reasonable as of the assumptions stated thereindate of their delivery to Lenders; it being understood that (i) whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are beyond the control of Holdings and its Subsidiaries, which assumptions were fair in light of (ii) no assurance can be given that any projections will be realized, (iii) actual results may vary from the conditions existing at projections and such variations may be material and (iv) the time of delivery of such forecasts, and represented, at projections delivered to the time of delivery, Lenders should not be regarded as a representation by Holdings or its management that the Borrower’s best estimate of its future financial condition and performanceprojected results will be achieved.

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 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 all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(bdated March 31, 2007 (or, if the Closing Date occurs after August 15, 2007, the unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated June 30, 2007), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentsadjustments and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted balance sheet, statements of income and cash flows financial information of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d6.01 (i) were prepared in good faith on accordance with GAAP consistently applied throughout the basis period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the assumptions stated therein, which assumptions were fair in light Borrower and its Subsidiaries as of the conditions existing at date thereof and their results of operations for the time 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 delivery the Borrower and its Subsidiaries as of such forecaststhe date thereof, including liabilities for taxes, material commitments and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performanceIndebtedness.

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 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) except for Indebtedness pursuant to any Assumption Agreement, show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Each unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)Subsidiaries, and the related consolidated statements of income or operations, shareholders’ equity and cash flows which were delivered pursuant to Section 2.01(b) of this Appendix A for the Fiscal Quarter fiscal quarter ended on immediately prior to the date thereof of such delivery: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii) in this subsection (b), to the absence of footnotes and to normal year-end audit adjustments; and (iii) except for Indebtedness pursuant to any Assumption Agreement, show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) [Intentionally Omitted]. (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. (e) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) The Annual Financial Statements fairly present in all material respects the financial condition of the Parent Borrower and its Subsidiaries as of the date dates thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; and . (iiiii) show all material indebtedness and other liabilities, direct or contingent, The unaudited pro forma consolidated balance sheet of the Parent Borrower and its Subsidiaries as at December 31, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the date thereof that are required by GAAP to be included in such Audited Financial Statements. (b) The unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries delivered in connection for the 12 month period ending on such date (together with Section 6.01(bthe Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), and copies of which have heretofore been furnished to the related consolidated statements of income or operationsAdministrative Agent, shareholders’ equity and cash flows for the Fiscal Quarter ended have been prepared based on the date thereof (i) were Annual Financial Statements and have been prepared in accordance with GAAP consistently applied throughout good faith, based on assumptions believed by the period covered thereby, except Parent Borrower to be reasonable as otherwise expressly noted thereinof the date of delivery thereof, and (ii) present fairly present in all material respects on a pro forma basis the estimated financial condition position of the Parent Borrower and its Subsidiaries as of the date thereof at December 31, 2007 and their estimated results of operations for the period covered thereby. (b) As of the Specified Date, subject, in the case of clauses except (i) as reflected or reserved against in the Annual Financial Statements, (ii) for liabilities or obligations incurred in the ordinary course of business since the date of the Annual Financial Statements and (ii)iii) for liabilities or obligations arising under the Merger Agreement, neither the Parent Borrower nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet (or notes thereto) of the absence of footnotes Parent Borrower and to normal year-end audit adjustmentsits Subsidiaries, other than those which would not have, individually or in aggregate, a Material Adverse Effect on the Parent Borrower. (c) [Intentionally Omitted]. (d) 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. (e) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the 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 all material indebtedness and other liabilities, direct or contingent, of the predecessor business of the Borrower and its Subsidiaries as of the date thereof thereof, including liabilities for taxes, material commitments and Indebtedness that are would be required by GAAP to be included disclosed in such Audited Financial Statementsconsolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited consolidated pro forma combined balance sheet of the Borrower Borrower’s Predecessor and its Subsidiaries delivered in connection with Section 6.01(b)for the three fiscal quarter period ending September 30, 2010 and the related consolidated pro forma combined statements of income or operations, shareholderspartners’ equity capital, retained earning and cash flows for the Fiscal Quarter three fiscal quarter period ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and or Section 6.01(d6.01(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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements audited consolidated financial statements of the Parent Borrower (ior of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) were prepared in accordance with GAAP consistently applied throughout the period covered therebyand its Subsidiaries most recently delivered pursuant to Section 4.01(b)(i) or 6.01(a), except as otherwise expressly noted therein; (ii) applicable, fairly present in all material respects the consolidated financial condition of the Parent Borrower (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) and its Subsidiaries as of the date 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; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statements. (b) The unaudited consolidated balance sheet financial statements of the Parent Borrower (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) and its Subsidiaries most recently delivered in connection with pursuant to Section 4.01(b)(ii) or 6.01(b), and the related consolidated statements of income or operationsas applicable, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP and 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 (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal and recurring year-end audit adjustments. (c) [Intentionally Omitted]. (d) 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 would reasonably be expected to have a Material Adverse Effect. (ed) The consolidated forecasted balance sheetsheets, statements of income and statements of cash flows of the Parent Borrower (or of any Parent Holding Company allowed to be delivered pursuant to the terms hereof) and its Subsidiaries most recently delivered pursuant to Section 4.01 and Section 6.01(d6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performancethat such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower Borrowers and its their Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) except as disclosed in Schedule 5.05, show all material indebtedness and other liabilities, direct or contingent, of the Borrower Borrowers and its their Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower Holdings and its Subsidiaries delivered in connection with Section 6.01(b)dated September 27, 2019, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (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 Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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 EffectEffect that is continuing. (d) The consolidated pro forma balance sheet of Holdings and its Subsidiaries as at September 27, 2019, and the related consolidated pro forma statements of income and cash flows of the Borrowers and their Subsidiaries for the nine (9) months then ended, certified by the chief financial officer or treasurer of the Lead Borrower, copies of which have been furnished to each Lender, fairly present in all material respects the consolidated pro forma financial condition of Holdings and its Subsidiaries 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 Transaction, all in accordance with GAAP. (e) The consolidated forecasted balance sheet, and statements of income and cash flows of the Borrower Holdings and its Subsidiaries delivered pursuant to Section 4.01 and or Section 6.01(d6.01(c) were prepared in good faith on based upon assumptions that are believed by the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing Lead Borrower to be reasonable at the time of delivery of such forecastsconsolidated forecasted balance sheet, and representedstatements of income and cash flows were delivered to the Administrative Agent, at it being understood that (i) such forecasts are not to be viewed as facts, (ii) such forecasts are subject to significant uncertainties and contingencies, many of which are beyond the time of delivery, the Lead Borrower’s best estimate of its future financial condition control, (iii) no assurance can be given that any particular forecasts will be realized and performance(iv) actual results may differ and such differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries 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 Borrower and its Subsidiaries Subsidiaries, as of the date thereof that are required thereof, including liabilities for taxes, material commitments and Indebtedness as customarily determined by GAAP to be included the Borrower in such Audited Financial Statementsconsultation with its accountants. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated April 2, 2011 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (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 for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-year end audit adjustments. To the knowledge of the Borrower, Schedule 3.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date hereof that are not specified in such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) [Intentionally Omitted]. (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. (e) The consolidated forecasted balance sheet, statements of income and cash flows . Between the date of the Borrower Audited Financial Statements and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) were prepared in good faith on the basis of Effective Date (including the assumptions stated thereinEffective Date), 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, the Borrower’s best estimate of its future financial condition and performanceno Internal Control Event has occurred.

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 financial condition of the predecessor of the US 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 predecessor of the US Borrower and its the Restricted Subsidiaries as of the date thereof thereof, including liabilities for Taxes, material commitments and Indebtedness that are would be required by GAAP to be included disclosed in such Audited Financial Statementsconsolidated financial statements of the US Borrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof Unaudited Quarterly 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 the financial condition of the US Borrower and its the Restricted Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted balance sheet, statements of income and cash flows of the US Borrower and its the Restricted Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of deliverypresents fairly in all material respects on a pro forma basis, the Borrower’s best estimate estimated consolidated financial position of the US Borrower and its future financial condition Restricted Subsidiaries as of such date, as if the Transactions had occurred on such date (it being understood that such forecasts are estimates and performanceare subject to significant uncertainties and contingencies (many of which are beyond the control of the Loan Parties), no assurance can be given that any particular projections will be realized and actual results may differ and that such differences may be material).

Financial Statements; No Material Adverse Effect. (a) ADS has delivered to the Arrangers prior to the Closing Date an unaudited pro forma consolidated balance sheet and related statement of income for Intermediate Holdings, ADS and the Subsidiaries (the “Pro Forma Financial Statements”) as of and for the twelve month period ended on the most recently completed fiscal quarter of the ADS Entities, the IWS Entities and the Target and its subsidiaries, ended at least 45 days before the Closing Date. The Audited Pro Forma Financial Statements were prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Acquisition, (ii) the Loans to be made under this Agreement on the Closing Date and on the Acquisition Date, (iii) the Refinancing and (iv) the payment of fees and expenses in connection with the foregoing. The Pro Forma Financial Statements were prepared in accordance with GAAP consistently applied throughout good faith based on the period covered therebyassumptions set forth therein, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower which Intermediate 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 (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP ADS believe to be included in reasonable assumptions at the time such Audited Pro Forma Financial StatementsStatements were prepared. (b) The unaudited ADS has delivered to the Arrangers prior to the Closing Date audited consolidated balance sheet of the Borrower sheets and its Subsidiaries delivered in connection with Section 6.01(b), and the related consolidated statements of income or operationsincome, shareholders’ equity retained earnings and cash flows of the Target and its subsidiaries, Advanced Disposal and its subsidiaries, and IWS and its subsidiaries, in each case, for the Fiscal Quarter three (3) most recently completed fiscal years of the Target, Advanced Disposal and IWS, respectively, ended on at least 90 days before the date thereof Closing Date. Such audited financial statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present in all material respects the financial condition of the Target and its subsidiaries, Advanced Disposal and its subsidiaries, and IWS and its subsidiaries, respectively, in each case as of the date thereof, and their results of operations for the periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (iii) show all material indebtedness and other material liabilities, direct or contingent, of the Target and its subsidiaries, Advanced Disposal and its subsidiaries, and IWS and its subsidiaries, respectively, in each case as of the dates thereof, including liabilities for taxes, material commitments and Indebtedness. (c) ADS has delivered to the Arrangers prior to the Closing Date unaudited consolidated balance sheets and related statements of income, retained earnings and cash flows of the Target and its subsidiaries, Advanced Disposal and its subsidiaries, IWS and its subsidiaries, in each case for each fiscal quarter subsequent to the most recent audited financial statements of each such entity referred to in Section 3.05(b) ended at least 45 days before the Closing Date (other than any fiscal fourth quarter). Such unaudited financial statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Borrower Target and its Subsidiaries subsidiaries, Advanced Disposal and its subsidiaries and IWS and its subsidiaries, respectively, in each case as of the date thereof 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. (c) [Intentionally Omitted]. Schedule 3.05 sets forth all material indebtedness and other material liabilities, direct or contingent, Advanced Disposal and its subsidiaries, IWS and its subsidiaries, respectively, in each case as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness, to the extent not reflected in such financial statements; provided that the Borrower shall supplement such Schedule as of the Acquisition Date to add any necessary information with respect to the material indebtedness and other material liabilities, direct or contingent, of the Target and its subsidiaries. (d) ADS has delivered to the Arrangers prior to the Closing Date forecasts of consolidated balance sheets and statements of income or operations and cash flows of Intermediate Holdings, ADS and the Subsidiaries for the five fiscal years ended after the Closing Date, which consolidated balance sheets and statements of operations and cash flows were prepared by management of Intermediate Holdings and reflect the forecasted consolidated financial conditions of Intermediate Holdings and the Subsidiaries after giving effect to the Transactions, it being understood that such forecasts are not to be viewed as facts, that actual results may vary from such forecasts and that such variations may be material. (e) Since the date of the Audited Financial StatementsMarch 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. (ef) The consolidated forecasted balance sheet, sheet and statements of income or operations and cash flows of Intermediate Holdings and the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d5.01(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, it being understood that such forecasts are not to be viewed as facts, that actual results may vary from such forecasts and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performancethat such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower Company 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 material liabilities, direct or contingent, of the Borrower Company and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsaccordance with GAAP, including liabilities for Taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet sheets of the Borrower Company and its Subsidiaries delivered in connection with Section 6.01(b)dated July 31, 2019, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (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 Company 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, subject, in the case of clauses (i) and (iii), to the absence of footnotes and to normal year-end audit adjustments, and (iii) show all material indebtedness and other material liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for Taxes, material commitments and Indebtedness. (c) [Intentionally Omitted]. (d) 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. (d) Except as disclosed in the Audited Financial Statements, and except for the Indebtedness incurred under the Loan Documents and existing Indebtedness permitted pursuant to Section 7.02(d), there were as of the Closing Date no liabilities or obligations with respect to the Company or any of its Restricted Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in the aggregate, could reasonably be expected to be material to the Company and its Restricted Subsidiaries (taken as a whole). (e) The consolidated forecasted balance sheetprojections delivered to the Administrative Agent and the Lenders prior to the Closing Date have been prepared in good faith and are based on assumptions believed to be reasonable at the time made and at the time such projections were made available to Administrative Agent and the Lenders. It being recognized by the Lenders, statements however, that projections as to future events are not to be viewed as facts or guaranties of income future performance, that the actual results during the period or periods covered by the projections may differ from the projected results included in such projections and cash flows such differences may be material and that no assurances are being given that such projections will be in fact realized. (f) The summary of the Borrower and its Subsidiaries pro forma adjustments (if any) to the financial statements delivered pursuant to Section 4.01 and Section 6.01(d6.01(c) were prepared in good faith on accordance with GAAP consistently applied throughout the basis period covered thereby, except as otherwise expressly noted therein and fairly present in all material respects the adjustments necessary to eliminate the accounts of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of Unrestricted Subsidiaries from such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performancestatements.

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 financial condition of the Borrower AB LLC 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) to the extent required by GAAP, show all material indebtedness Material Indebtedness and other liabilities, direct or contingent, of the Borrower AB LLC and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower AB Acquisition LLC and its Subsidiaries Subsidiaries, as applicable, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (d) Since the date of the Audited Financial StatementsRestatement Effective 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. (ed) The consolidated Consolidated forecasted balance sheet, sheets and statements of income and cash flows of the Borrower and its Subsidiaries Albertson’s Group delivered pursuant to Section 4.01 and Section 6.01(d6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best Loan Parties’ good faith estimate of its future financial condition performance (it being understood that such forecasted financial information is subject to significant uncertainties and performancecontingencies, many of which are beyond the control of the Loan Parties, that no assurance is given that any particular forecasts will be realized, that actual results may differ and that such differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the predecessor business 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 all material indebtedness and other liabilities, direct or contingent, of the predecessor business of the Borrower and its Subsidiaries as of the date thereof thereof, including liabilities for taxes, material commitments and Indebtedness that are would be required by GAAP to be included disclosed in such Audited Financial StatementsConsolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited consolidated balance sheet pro forma Consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered in connection with Section 6.01(b)as of September 30, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof 2006 (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 pro forma financial condition of the Borrower and its Consolidated Subsidiaries (after giving effect to the Acquisition) as of the date thereof and their Consolidated pro forma 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. As of the Closing Date, all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness, are disclosed in the Initial Financial Statements. (c) [Intentionally Omitted]. (d) Since the date of the Audited Financial StatementsSeptember 30, 2006, 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 consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of Holdings and its Subsidiaries and 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 all material indebtedness and other liabilities, direct or contingent, of the Holdings and its Subsidiaries and the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, commitments and Indebtedness. (b) The unaudited consolidated balance sheet financial statements of Holdings and its Subsidiaries and the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated December 31, 2003 and the related consolidated statements of income or operations, shareholders’ ' equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present the financial condition of Holdings and its Subsidiaries and the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries and the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) [Intentionally Omitted]From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by the Borrower or any Subsidiary, or any Involuntary Disposition, of any material part of the business or Property of the Borrower and its 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 Borrower and its Subsidiaries, 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 Lenders on or prior to the Closing Date. (d) The Pro Forma Statements and the Closing Date Projections are based upon reasonable assumptions made known to the Lenders and upon information believed to be reasonable and reasonably likely to occur and not known to be incorrect or misleading in any material respect, provided, however, that projections as to future events are not to be viewed as facts and the actual results during the period or periods covered by the Closing Date Projections probably will differ from the projected results, which differences may be material. (e) The financial statements delivered pursuant to Section 7.01(a), (b) and (c) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a), (b) and (c)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated and, in the case of consolidating financial statements delivered pursuant thereto, consolidating, financial condition, results of operations and cash flows of the Holdings and its Subsidiaries and the Borrower and its Subsidiaries as of such date and for such periods. (f) 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) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , (ii) fairly present in all material respects the consolidated financial condition of the Borrower 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; 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 that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower Parent and its Subsidiaries delivered in connection with Section 6.01(b)dated June 30, 2017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the consolidated financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and their the consolidated results of their operations for the period covered therebythereby 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; subject, in the case of clauses (i) and (ii)) above, to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted balance sheet, statements statement of income and cash flows of the Borrower and its Subsidiaries Consolidated Group delivered pursuant to Section 4.01 and Section 6.01(d6.01(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, the BorrowerParent’s best estimate of its future financial condition and performance; provided, such forecasts are not to be viewed as facts and that actual results during the period or periods covered by such forecasts may differ from such forecasts and that the differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Holdings Audited 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 present, in all material respects respects, the financial condition of the Borrower 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 and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Holdings and its Subsidiaries as of the date thereof that are thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required by GAAP to be included GAAP; subject, in such Audited the case of the Unaudited Financial Statements, to (x) the absence of footnote disclosures and other presentation items and (y) changes resulting from normal year-end adjustments. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b), Target Audited Financial Statements and the related consolidated statements of income or operations, shareholders’ equity and cash flows for Target Unaudited Financial Statements delivered to the Fiscal Quarter ended on the date thereof Administrative Agent (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, the financial condition of the Borrower and its Subsidiaries Target Companies 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 Target Companies as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required by GAAP; subject, in the case of clauses (i) and (ii)the Unaudited Financial Statements, to (x) the absence of footnotes footnote disclosures and to other presentation items and (y) changes resulting from normal year-end audit adjustments. (c) [Intentionally Omitted]The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by Holdings to be reasonable as of the date of delivery thereof. (d) Since the date of the Audited Financial StatementsNo event, there change or condition has been no event or circumstanceoccurred since December 31, either individually or in the aggregate2023, that has had had, or could would reasonably be expected to have have, a Material Adverse Effect. (e) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , (ii) fairly present present, in all material respects respects, the financial condition of the 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 consistently applied throughout the period covered therebyGAAP, except as otherwise expressly noted therein; and (iii) show to the extent required by GAAP, disclose all material indebtedness Debt and other liabilitiesliabilities (contingent or otherwise), direct or contingentincluding liabilities for Taxes, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof 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 present, in all material respects, the financial condition of the 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, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]The unaudited pro forma condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September 30, 2014 (the “Pro Forma Balance Sheet”), copies of which have heretofore been made available to each Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be incurred on or about the Closing Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and present fairly, in all material respects, on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as of September 30, 2014, assuming that the events specified in the preceding sentence had actually occurred at such date. (d) Since the date of the Audited Financial StatementsDecember 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. material adverse effect on the business, results of operations, properties or condition (efinancial or otherwise) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant Subsidiaries, take as a whole, except to Section 4.01 and Section 6.01(d) were prepared the extent any such event or circumstance is disclosed in good faith on public filings made by the basis Borrower with the SEC since such date but prior to the Closing Date (in each case, including any such disclosure in respect of the assumptions stated thereinnature, which assumptions were fair in light of the conditions existing at the time of delivery magnitude or consequences of such forecastschange or event, and representedbut excluding any disclosures set forth in the risk factor section or any other section of any such filing to the extent they are cautionary, at the time of delivery, the Borrower’s best estimate of its future financial condition and performancepredictive or forward-looking in nature).

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 financial condition of the Domestic 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 Domestic Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated and consolidating balance sheet sheets of the Domestic Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated September 30, 2012, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Domestic Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Domestic Borrower and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) [Intentionally Omitted]. (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. (ed) The consolidated and consolidating forecasted balance sheetsheets, statements of income and cash flows of the Domestic Borrower and its Subsidiaries delivered pursuant to Section 4.01 and or Section 6.01(d6.01(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, the Domestic Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Principal Borrower and its Subsidiaries the Certain Government Properties (wholly owned by HRPT Properties Trust), as the case may be, as of the date thereof and their results of operations operations, in the case of the Certain Government Properties, 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 Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statements. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries Borrowers have no Indebtedness 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 adjustmentshereof. (c) [Intentionally Omitted]. (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. (d) Each delivery hereunder by any Borrower of any financial statements, compliance certificates or other calculations involving pro forma determinations or calculations fairly presents the pro forma financial condition of such Borrower and/or its Subsidiaries (as applicable) as at the date set forth thereon. (e) The consolidated and consolidating forecasted balance sheetsheets, statements of income and cash flows of the Principal Borrower and its Subsidiaries delivered pursuant to Section 4.01 and or Section 6.01(d) 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, the Principal Borrower’s best estimate of its future financial condition and performance. (f) The financial statements delivered pursuant to Section 6.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 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 Consolidated Parties as of such date and for such periods.

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 financial condition of the Borrower Parent 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 Borrower Parent and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for Taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet sheets of the Borrower Parent and its Subsidiaries delivered in connection with Section 6.01(b)dated September 30, 2010, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower Parent 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, 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 and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for Taxes, material commitments and Indebtedness. (c) [Intentionally Omitted]. (d) 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. (e) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual Financial Statements of the Borrower 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 present, in all material respects 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 (iiiC) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP and (D) were accompanied by a reconciliation that explains or otherwise shows in reasonable detail the differences between the information relating to be included in such Audited Financial Statementsthe Borrower and its Subsidiaries, on the one hand, and the information relating to the Borrower and its Restricted Subsidiaries on a standalone basis, on the other hand. (b) The unaudited consolidated balance sheet Quarterly Financial Statements of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof Subsidiaries: (iA) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, subject only to normal year-end audit adjustments and the absence of footnotes, except as otherwise expressly noted therein, and (iiB) fairly present 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, subject, in the case of clauses (i) thereby and (ii), C) were accompanied by a reconciliation that explains or otherwise shows in reasonable detail the differences between the information relating to the absence of footnotes Borrower and its Subsidiaries, on the one hand, and the information relating to normal year-end audit adjustmentsthe Borrower and its Restricted Subsidiaries on a standalone basis, on the other hand. (c) [Intentionally Omitted]. (d) Since the date of the Audited Financial StatementsSeptember 30, 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. (e) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Lead 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 Material Indebtedness and other liabilities, direct or contingent, of the Lead Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated Consolidated balance sheet of the Lead Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated January 5, 2008, and the related consolidated Consolidated statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Lead Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all Material Indebtedness and other liabilities, direct or contingent, of the Loan Parties and their Consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Material Indebtedness. (c) [Intentionally Omitted]. (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. (ed) The consolidated Consolidated forecasted balance sheet, sheet and statements of income and cash flows of the Lead Borrower and its Subsidiaries delivered pursuant to Section Sections 4.01 and Section 6.01(d) or 6.01 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, the Borrower’s Loan Parties’ best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries Consolidated Group 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 Borrower and its Subsidiaries Consolidated Group as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated and consolidating pro forma balance sheet sheets of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)Consolidated Group dated as of October 31, 2021, and the related consolidated and consolidating pro forma statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter portion of the fiscal year then ended (the “Pro Forma Financial Statements”), certified by the chief financial officer or treasurer of Borrower, copies of which have been furnished to Administrative Agent and each Lender, fairly present in all material respects the consolidated and consolidating pro forma financial condition of the Consolidated Group as of such date and the consolidated and consolidating pro forma results of operations of Consolidated Group for the period ended on the date thereof (i) were prepared such date, all in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments). (c) [Intentionally Omitted]. (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. (ed) The consolidated and consolidating forecasted balance sheet, sheet and statements of income and cash flows of the Borrower and its Subsidiaries Consolidated Group delivered pursuant to Section 4.01 and Section 6.01(d9.01(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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower Noodles 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 Borrower Noodles and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statements. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(c), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal month ended on the date thereof (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 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. (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. (e) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout and the period covered thereby, except as otherwise expressly noted therein; (ii) Quarterly Financial Statements fairly present in all material respects (with respect to each of clause (i) of the definition of “Annual Financial Statements” and the Quarterly Financial Statements) the financial condition of Convey Health Solutions, Inc. and its Subsidiaries and (with respect to clause (ii) of the definition of “Annual Financial Statements”) the financial condition of the Borrower Company (or its predecessor company) and its Subsidiaries Subsidiaries, in each case, as of the date date(s) thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, (i) except as otherwise expressly noted therein; therein and (iiiii) show subject, in the case of the Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (b) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and presents fairly in all material indebtedness and other liabilities, direct or contingent, respects on a pro forma basis the estimated financial position of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statements. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (d2) 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. (e3) The forecasts of consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to Section 4.01 and Section 6.01(d) were the Administrative Agent prior to the Closing Date, when taken as a whole, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing believed to be reasonable at the time of delivery of such forecasts, made and represented, at the time the forecasts are delivered, it being understood that: (a) no forecasts are to be viewed as facts, (b) all forecasts are subject to significant uncertainties and contingencies, many of deliverywhich are beyond the control of the Loan Parties or the Investor, (c) no assurance can be given that any particular forecasts will be realized, the Borrower’s best estimate of its future financial condition and (d) actual results may differ and performancesuch differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower 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 Material Indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its Subsidiaries on a Consolidated basis as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated Consolidated balance sheet of the Borrower Parent and its Subsidiaries delivered in connection with Section 6.01(b)dated March 28, 2009, and the related consolidated Consolidated and consolidating statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the Fiscal Quarter ended on the that date thereof (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 Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all Material Indebtedness and other liabilities, direct or contingent, of the Loan Parties and their Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Material Indebtedness. (c) [Intentionally Omitted]. (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 would reasonably be expected to have a Material Adverse Effect. (d) No Internal Control Event exists or has occurred that has resulted in or would reasonably be expected to result in a misstatement in any material respect, in any financial information delivered or to be delivered to the Administrative Agent or the Lenders, of (i) covenant compliance calculations provided hereunder or (ii) the assets, liabilities, financial condition or results of operations of the Parent and its Subsidiaries on a Consolidated basis. (e) The consolidated Consolidated forecasted balance sheet, sheet and statements of income and cash flows of the Borrower Parent and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d6.01(e) 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, the Borrower’s Loan Parties’ best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the 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 all material indebtedness and other material liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date thereof thereof, including liabilities for Taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP, other than those that are required by GAAP not material to be included in such Audited Financial Statementsthe Borrower and its Subsidiaries as a whole or are reflected on Borrower’s most recent filings with the SEC. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries most recently delivered in connection with to the Administrative Agent and the Lenders pursuant to Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebyGAAP, 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 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. (c) [Intentionally Omitted]. (d) 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. (e) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the 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 all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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. (ec) The consolidated balance sheets of the Borrower and its Subsidiaries as at March 31, 2021, and the related consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the three months then ended, certified by the principal accounting officer or treasurer of the Borrower, copies of which have been furnished to the Lenders, fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date and the consolidated results of operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP (subject to the absence of footnotes and normal year-end audit adjustments). Schedule 5.05 sets forth all material indebtedness and operating leases of the Borrower and its Subsidiaries as of the date set forth thereon. (d) The consolidated forecasted balance sheetsheets, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 6.01 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in the opinion of the Borrower in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its their future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its consolidated Subsidiaries as of the date thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with financial statements delivered, if any, pursuant to Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its consolidated Subsidiaries as of the date thereof and their results of operations for the period periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (d) Since the date of the Audited Financial StatementsJuly 2, 2006, 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. (d) The consolidated pro forma balance sheet of the Borrower and its Subsidiaries as at December 3, 2006, copies of which have been furnished to the Arrangers, fairly present in all material respects the consolidated pro forma financial condition of the Borrower and its consolidated Subsidiaries as at such date (except in each case for the effects of fair value adjustments to the acquired tangible and intangible assets and liabilities required by purchase accounting principles, if required to be applied). (e) The consolidated forecasted balance sheet, sheet and statements of income and cash flows of the Borrower Holdings and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) the Arrangers prior to the date hereof were prepared in good faith on the basis of the estimates, information and assumptions stated therein, which assumptions were fair in light believed by management of the conditions existing Holdings to be reasonable at the time of delivery of made, it being recognized by the Arrangers that such forecasts, financial information as it relates to future events is not to be viewed as fact and represented, at that actual results during the time of delivery, period or periods covered by such financial information may differ from the Borrower’s best estimate of its future financial condition and performanceprojected results set forth therein by a material amount.

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 financial condition of the Borrower Borrower’s Predecessor 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 Borrower Borrower’s Predecessor and its Subsidiaries as of the date thereof thereof, including liabilities for taxes, material commitments and Indebtedness that are would be required by GAAP to be included disclosed in such Audited Financial Statementsconsolidated financial statements of the Borrower’s Predecessor or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited consolidated pro forma combined balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)for the three fiscal quarter period ending September 30, 2012 and the related consolidated pro forma combined statements of income or operations, shareholderspartners’ equity capital, retained earnings and cash flows for the Fiscal Quarter three fiscal quarter period ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d6.01(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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements Borrower has heretofore furnished to the Lenders the Borrower’s (i) consolidated balance sheets and related statements of income, shareholders’ deficit and cash flows of the Borrower and its consolidated Subsidiaries as of the end of and for each fiscal year of the Borrower in the three-fiscal year period ended on December 31, 2010, audited by and accompanied by the opinion of PricewaterhouseCoopers LLP and (ii) unaudited consolidated balance sheets and related statements of income, shareholders’ deficit and cash flows of the Borrower and its consolidated Subsidiaries as of and for each subsequent fiscal quarter ended at least forty-five (45) days prior to the Closing Date. Such financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods. Such financial statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower therein 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 Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statements. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii)quarterly financial statements, to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (db) Since the date of the Audited Financial StatementsDecember 31, 2010, there has not been no any change, development or event or circumstancethat, either individually or in the aggregate, that has had or could would reasonably be expected to have have, a Material Adverse Effect. (ec) The forecasts of consolidated forecasted balance sheet, statements of income statement and cash flows flow statement of the Borrower and its Subsidiaries delivered pursuant for each fiscal year of the Borrower ending after the Closing Date through the fiscal year ending December 31, 2015, copies of which have been furnished to Section 4.01 the Administrative Agent and Section 6.01(d) were the Lenders prior to the Closing Date, have been prepared in good faith on based upon reasonable assumptions at the basis of the assumptions stated therein, which assumptions were fair time made in light of the conditions existing at the time of delivery of such forecasts, it being understood that such forecasts, as to future events, are not to be viewed as facts, that actual results during the period or periods covered by any such forecasts may differ significantly from the forecasted results and represented, at the time that such differences may be material and that such forecasts are not a guarantee of delivery, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the 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 (iii) show all material indebtedness and other material liabilities, direct or contingent, of the Borrower and its Subsidiaries Subsidiaries, on a consolidated basis, as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and material Indebtedness. (b) The unaudited consolidated balance sheet sheets of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated June 30, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (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 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-year end audit adjustments. (c) [Intentionally Omitted]. (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. (ed) The consolidated and consolidating forecasted balance sheet, sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d6.01(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, the Borrower’s best what Borrower believed to be a reasonable estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower 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 Material Indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its Subsidiaries on a Consolidated basis as of the date thereof that are required by thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, in accordance with GAAP to be included in such Audited Financial Statementsconsistently applied through the covered period. (b) The unaudited consolidated Consolidated balance sheet of the Borrower Parent and its Subsidiaries delivered in connection with Section 6.01(b)dated November 1, 2008, and the related consolidated Consolidated and consolidating statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the Fiscal Quarter ended on the that date thereof (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 Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. As of the Closing Date, Schedule 5.05 sets forth all Material Indebtedness and other liabilities, direct or contingent, of the Loan Parties and their Subsidiaries on a Consolidated basis as of the date of such financial statements, including liabilities for taxes, material commitments and Material Indebtedness, in each case, in accordance with GAAP consistently applied through the covered period. (c) [Intentionally Omitted]. (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. (d) To the best knowledge of the Lead Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, in any financial information delivered or to be delivered to the Administrative Agent or the Lenders, of (i) covenant compliance calculations provided hereunder or (ii) the assets, liabilities, financial condition or results of operations of the Parent and its Subsidiaries on a Consolidated basis. (e) The consolidated Consolidated forecasted balance sheet, sheet and statements of income and cash flows of the Borrower Parent and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d6.01(e) 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, the Borrower’s Loan Parties’ best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the consolidated financial condition of the Borrower 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 Borrower Company and its Subsidiaries as of the date thereof that are thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required by GAAP to be included reflected thereon (or described in such Audited Financial Statementsthe footnotes thereto) in accordance with GAAP. (b) The unaudited condensed consolidated and consolidating balance sheet sheets of the Borrower Company and its Subsidiaries delivered in connection with Section 6.01(b)dated June 30, 2009, and the related condensed consolidated and consolidating statements of income or operations, shareholders’ equity operations and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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. (ed) The consolidated and consolidating forecasted balance sheet, sheet and statements of income and cash flows of the Borrower Company and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d6.01(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, the BorrowerCompany’s best reasonable good faith estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower 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) to the extent required by GAAP, show all material indebtedness Material Indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower Parent and its Subsidiaries Subsidiaries, as applicable, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (d) Since the date of the Audited Financial StatementsDecember 31, 2018, 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. (ed) The consolidated Consolidated forecasted balance sheet, sheets and statements of income and cash flows of the Borrower and its Subsidiaries ▇▇▇▇▇ Group delivered pursuant to Section 4.01 and Section 6.01(d6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best Loan Parties’ good faith estimate of its future financial condition performance (it being understood that such forecasted financial information is subject to significant uncertainties and performancecontingencies, many of which are beyond the control of the Loan Parties, that no assurance is given that any particular forecasts will be realized, that actual results may differ and that such differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower 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 (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Holdings and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)for the fiscal quarter ended September 30, 2006, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter portion of the fiscal year ended on the that date thereof (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 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(b) sets forth as of the Closing Date all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted balance sheetExcept as set forth on Schedule 5.05(d), statements as of income and cash flows the Closing Date none of Holdings, the Borrower and its the Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s best estimate of its future financial condition and performancehave any Off-Balance Sheet Liabilities.

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 financial condition of the predecessor 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 all material indebtedness and other liabilities, direct or contingent, of the predecessor of the Borrower and its Subsidiaries as of the date thereof thereof, including liabilities for taxes, material commitments and Indebtedness that are would be required by GAAP to be included disclosed in such Audited Financial StatementsConsolidated financial statements of Borrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited consolidated balance sheet pro forma Consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered in connection with Section 6.01(b)as of March 31, 2007 after giving effect to the Formation Transactions, and the related consolidated pro forma Consolidated statements of income or operationsoperation, shareholders’ changes in division equity and cash flows for such period of the Fiscal Quarter ended on predecessor business of the date thereof Borrower and its Subsidiaries, including the notes thereto (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 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. As of the Closing Date, all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness, are disclosed in the Initial Financial Statements. (c) [Intentionally Omitted]. (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. (e) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its consolidated 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 Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statements.. 116 Syniverse Credit Agreement (b) The unaudited consolidated balance sheet financial statements of the Borrower and its consolidated Restricted Subsidiaries most recently delivered in connection with pursuant to Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof such fiscal quarters (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 Restricted Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]After giving effect to the Refinancing, as of the Closing Date, Holdings does not have any material Indebtedness or other liabilities, direct or contingent, other than the Senior Notes and the Indebtedness being Incurred in connection with the Transaction. (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. (e) The consolidated forecasted balance sheetsheets, statements of income and statements of cash flows of the Borrower and its Restricted Subsidiaries delivered to the Lenders pursuant to Section 4.01 and Section 6.01(d6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair believed by the management of the Borrower to be reasonable in light of the conditions existing at the time of delivery of such forecasts, ; it being understood that such assumptions may not prove to be correct and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition that actual results may vary from such forecasts and performancethat such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries Predecessor 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 Borrower and its Subsidiaries Predecessor as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet sheets of the Borrower Empire State Building Associates L.L.C. and its Subsidiaries delivered in connection with Section 6.01(b)Empire State Building Company L.L.C. as of June 30, 2013 and the related consolidated statements of income or operationsincome, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof flows, (i) were prepared in accordance with GAAP consistently applied throughout accurately reflect all material adjustments necessary to give effect to the period covered thereby, except as otherwise expressly noted therein, transactions contemplated under Section 4.01(b) and (ii) present fairly present the pro forma consolidated financial condition position of the Borrower and its Subsidiaries Empire State Realty Trust, Inc. as of the date thereof and their results (iii) show all material indebtedness and other liabilities, direct or contingent, of operations Empire State Building Associates L.L.C. and Empire State Building Company L.L.C. as of the date thereof, including liabilities for the period covered therebyTaxes, subject, in the case of clauses (i) material commitments and (ii), to the absence of footnotes and to normal year-end audit adjustmentsIndebtedness. (c) [Intentionally Omitted]. (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.. 125 (ed) The consolidated forecasted balance sheet, statements statement of income and cash flows of the Borrower and its Subsidiaries Consolidated Group delivered pursuant to Section 4.01 and Section 6.01(d6.01(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, the BorrowerParent’s best estimate of its future financial condition and performance; provided, such forecasts are not to be viewed as facts and that actual results during the period or periods covered by such forecasts may differ from such forecasts and that the differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the U.S. 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 Debt and other liabilities, direct or contingent, of the U.S. Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for Taxes and Contingent Obligations. (b) The unaudited consolidated balance sheet of the U.S. Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated June 30, 2020, and the related unaudited consolidated statements of income or operationsincome, shareholderscash flows, and stockholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the U.S. Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of certain footnotes and to normal year-end audit adjustments. Such unaudited consolidated balance sheet (including the notes thereto) sets forth all material Debt and other liabilities, direct or contingent, of the U.S. Borrower and its Subsidiaries as of the date of such financial statements, including liabilities for Taxes and Contingent Obligations. (c) [Intentionally Omitted]. (d) 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. (d) [Reserved]. (e) The consolidated forecasted balance sheet, statements of income and cash flows of the U.S. Borrower and its Subsidiaries delivered which have been furnished by the U.S. Borrower to the Agent and each Lender (pursuant to Section 4.01 and 6.1, Section 6.01(d10.1.1(d) or otherwise) 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, the U.S. Borrower’s best estimate of its future financial condition and performance.. 122

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements Parent Guarantor has heretofore furnished to the Lenders its consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Parent (ior its predecessor) and its consolidated Subsidiaries as of the end of and for each fiscal year in the three-fiscal year period ended December 31, 2010, audited by and accompanied by the opinion of PricewaterhouseCoopers llp. Such financial statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower therein 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 Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statements. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii)quarterly financial statements, to the absence of footnotes and to normal year-end audit adjustments. For the purpose of this clause (a), Parent Guarantor shall be deemed to have furnished such financial statements to the Lenders if such financial statements have been filed with the SEC on form 10-K. (b) [Reserved]. (c) [Intentionally Omitted]. (d) Since the date of the Audited Financial StatementsDecember 31, 2010, there has been no material adverse change in, or event or circumstancecondition, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, assets, condition (financial or otherwise) or operating results of operations of the Parent Guarantor and its Restricted Subsidiaries, taken as a whole. (ed) The forecasts of consolidated forecasted balance sheet, statements of income statement and cash flows flow statement of the Borrower Parent Guarantor and its Subsidiaries delivered pursuant for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to Section 4.01 and Section 6.01(d) were the Administrative Agent prior to the Closing Date, have been prepared in good faith on based upon reasonable assumptions at the basis of the assumptions stated therein, which assumptions were fair time made in light of the conditions existing at the time of delivery of such forecasts, it being understood that (i) such forecasts, as to future events, are not to be viewed as facts, that actual results during the period or periods covered by any such forecasts may differ significantly from the forecasted results and represented, at the time that such differences may be material and that such forecasts are not a guarantee of delivery, the Borrower’s best estimate financial performance and (ii) no representation is made with respect to information of its future financial condition and performancea general economic or general industry nature.

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 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 all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are thereof, including liabilities for taxes, material commitments and Indebtedness, as and to the extent required by GAAP to be included reported in such Audited Financial Statementsconnection with GAAP. (b) The unaudited quarterly consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated September 30, 2011, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter period ended on the that date thereof (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 Subsidiaries) as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries not disclosed on the financial statements referred to in this subsection (b), including liabilities for taxes, material commitments and indebtedness. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted balance sheet, sheet and statements of income and cash flows of the Borrower and its Subsidiaries previously delivered pursuant to Section 4.01 and Section 6.01(d) the Administrative Agent were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair believed to be reasonable in light of the conditions known to be existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best good faith and reasonable estimate of its future financial condition performance. The aforementioned forecast is not a guaranty of future performance, and performanceactual results may differ from those in the forecast. (e) Neither the Borrower nor any other Loan Party has any Off-Balance Sheet Liabilities.

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 financial condition of the Borrower Parent 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 (iii) show all material indebtedness the Material Indebtedness and other material liabilities, direct or contingent, of the Borrower Parent and its Subsidiaries as of the date thereof that are thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required by GAAP to be included in such Audited Financial StatementsGAAP. (b) The unaudited consolidated Consolidated balance sheet of the Borrower Parent and its Subsidiaries delivered in connection with Section 6.01(b)dated November 30, 2008, and the related consolidated Consolidated statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the Fiscal Quarter Month ended on the that date thereof (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 Parent 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 material liabilities, direct or contingent, of the Parent and their Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Material Indebtedness, but excluding liabilities under operating leases. (c) [Intentionally Omitted]. (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. (d) To the best knowledge of the Lead Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, in any financial information delivered or to be delivered to the Administrative Agent or the Lenders, of (i) covenant compliance calculations provided hereunder or (ii) the assets, liabilities, financial condition or results of operations of the Parent and its Subsidiaries on a Consolidated basis. (e) The consolidated forecasted Consolidated balance sheetsheet of the Parent and its Subsidiaries as at September 30, 2008, and the related Consolidated statements of income and cash flows of the Borrower Parent and its Subsidiaries for the nine months then ended, certified by the chief financial officer of the Lead Borrower, copies of which have been furnished to each Lender, fairly present in all material respects the Consolidated financial condition of the Parent and its Subsidiaries as at such date and the Consolidated results of operations of the Parent and its Subsidiaries for the period ended on such date, all in accordance with GAAP. (f) The Consolidated forecasted balance sheet and statements of income and cash flows of the Parent and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s Loan Parties’ best estimate of its future financial condition performance (it being understood that actual results may vary from such forecasts and performancethat such variations may be significant).

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 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 all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsdisclosed under GAAP, including material liabilities for taxes, commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated June 30, 2008, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (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, the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.5 sets forth all material indebtedness and other liabilities, direct or contingent, of Borrower and its consolidated Subsidiaries as of the date of such financial statements, including material liabilities for taxes, commitments and Indebtedness. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted balance sheetsheets, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and 4.1 or Section 6.01(d) 6.1 were prepared in good faith on the basis of the assumptions stated therein, which assumptions Borrower believed were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performanceperformance (it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond Borrower’s control, and that no assurance can be given that projections will be realized).

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 Borrower and its 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 Indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsaccordance with GAAP, including liabilities for Taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet sheets of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated March 31, 2017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the consolidated financial condition of the Borrower and its Subsidiaries as of the date thereof and their consolidated 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. (c) [Intentionally Omitted]. Since the date of the most recent financial statements furnished pursuant to Section 6.01(a) (d) Since or, until the date of the initial delivery of financial statements pursuant to such Section, 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. (ed) The consolidated forecasted balance sheet, sheet and statements of income and cash flows of the Borrower and its Restricted Subsidiaries and of the Unrestricted Subsidiaries, as applicable, delivered pursuant to Section 4.01 and or Section 6.01(d6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair reasonable in light of the conditions existing at the time of delivery of such forecastswhen made, and represented, at the time of delivery, the Borrower’s good faith best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower 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 in all material respects 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 that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied in all material respects throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower (or Parent, as applicable) and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (d) Since the date of each 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. (ed) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower Parent and its Subsidiaries delivered pursuant to Section 4.01 and or Section 6.01(d) 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, the BorrowerParent’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Lead 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 Material Indebtedness and other liabilities, direct or contingent, of the Lead Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated Consolidated balance sheet of the Lead Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated August 1, 2009, and the related consolidated Consolidated statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Lead Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all Material Indebtedness and other liabilities, direct or contingent, of the Loan Parties and their Consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Material Indebtedness. (c) [Intentionally Omitted]. (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. (ed) The consolidated Consolidated forecasted balance sheet, sheet and statements of income and cash flows of the Lead Borrower and its Subsidiaries delivered pursuant to Section 4.01 4.01(f) and Section 6.01(d) 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, the Borrower’s best Loan Parties’ reasonable estimate of its future financial condition performance (it being understood that such forecasted financial information is subject to significant uncertainties and performancecontingencies, many of which are beyond the control of the Loan Parties, that no assurance is given that any particular forecasts will be realized, that results may differ and that such differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Lead 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 Material Indebtedness and other material liabilities, direct or contingent, of the Lead Borrower and its Subsidiaries as of the date thereof that are required by thereof, including liabilities for taxes, material commitments and Indebtedness, in accordance with GAAP to be included in such Audited Financial Statementsconsistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated Consolidated and consolidating balance sheet of the Lead Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated April 28, 2012, and the related consolidated Consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Lead Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all Material Indebtedness. (c) [Intentionally Omitted]. (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. (d) To the best knowledge of the Lead Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect (i) in any financial information delivered or to be delivered to the Lender, (ii) of the Borrowing Base, (iii) of covenant compliance calculations provided hereunder or (iv) of the assets, liabilities, financial condition or results of operations of the Lead Borrower and its Subsidiaries on a Consolidated basis. (e) The consolidated Consolidated and consolidating forecasted balance sheet, sheet and statements of income and cash flows of the Lead Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d6.01(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, the Borrower’s Loan Parties’ best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the 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 all material indebtedness Material Indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated Consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)(other than the Subsidiaries acquired pursuant to the Effective Date Acquisition) dated June 30, 2014, and the related consolidated Consolidated statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the Fiscal Quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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. (d) To the best knowledge of the Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, (i) in any financial information delivered or to be delivered to the Agent or the Lenders, (ii) of covenant compliance calculations provided hereunder or (iv) of the assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries on a Consolidated basis. (e) The consolidated Consolidated forecasted balance sheet, sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s Loan Parties’ best estimate of its future financial condition performance, it being recognized by the Lenders that projections as to future events are not to be viewed as facts and performancethat actual results during the period or periods covered by the projections may differ from the projected results included in such projections.

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 Borrower Holdco 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 Borrower Holdco and its Subsidiaries as of the date thereof that are thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required by GAAP to be included reflected thereon (or described in such Audited Financial Statementsthe footnotes thereto) in accordance with GAAP. (b) The unaudited condensed consolidated and consolidating balance sheet sheets of the Borrower Holdco and its Subsidiaries delivered in connection with Section 6.01(b)dated June 30, 2009, and the related condensed consolidated and consolidating statements of income or operations, shareholders’ equity operations and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower Holdco and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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. (ed) The consolidated and consolidating forecasted balance sheet, sheet and statements of income and cash flows of the Borrower Holdco and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d6.01(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, the BorrowerHoldco’s best reasonable good faith estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower 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 (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Holdings and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated Consolidated balance sheet sheets of the Borrower Premier, Inc. and its direct and indirect Subsidiaries delivered in connection with Section 6.01(b)on a Consolidated basis dated September 30, 2018 and the related consolidated Consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (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 Holdings and its direct and indirect 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, as of the Closing Date, all material indebtedness and other liabilities, direct or contingent, of Holdings and its Consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) [Intentionally Omitted]. Except as disclosed in the filings made by Premier, Inc. with the SEC prior to the Closing Date (d) Since but excluding any risk factors, forward-looking disclosures and any other disclosures that are cautionary, predictive or forward-looking in nature other than any specific, historic factual information contained therein), since the date of the Audited Financial Statements, there has been no event or circumstancecircumstance that has occurred, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (ed) The consolidated forecasted balance sheetthree-year projections of Premier, statements of income and cash flows of the Borrower Inc. and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) were the Lenders on or prior to the Closing Date have been 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, the Borrower’s best estimate of its future financial condition and performancebased upon reasonable assumptions.

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 financial condition of the predecessor 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 all material indebtedness and other liabilities, direct or contingent, of the predecessor of the Borrower and its Subsidiaries as of the date thereof thereof, including liabilities for taxes, material commitments and Indebtedness that are would be required by GAAP to be included disclosed in such Audited Financial StatementsConsolidated financial statements of Borrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited consolidated balance sheet pro forma Consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered in connection with Section 6.01(b)as of September 30, 2007, and the related consolidated pro forma Consolidated statements of income or operationsoperation, shareholders’ changes in division equity and cash flows for such period of the Fiscal Quarter ended on predecessor business of the date thereof Borrower and its Subsidiaries, including the notes thereto (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 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. As of the Closing Date, all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness, are disclosed in the Initial Financial Statements. (c) [Intentionally Omitted]. (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. (e) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the 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 all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are which would be required by GAAP to be included in such Audited Financial Statementsdisclosed by GAAP, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet sheets of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated December 31, 2010, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (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 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. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted balance sheetsheets, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section or 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best reasonable estimate of its future financial condition and performanceperformance (it being recognized by the Administrative Agent and the Lenders that such projections as to future events are not viewed as facts and that actual results during the period or periods covered thereby may differ from projected results and such differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Lead 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 Material Indebtedness and other liabilities, direct or contingent, of the Lead Borrower and its Subsidiaries as of the date thereof that thereof, including liabilities for taxes, material commitments and Indebtedness which are required by GAAP to be included in such Audited Financial Statementsa balance sheet under GAAP. (b) The unaudited consolidated Consolidated balance sheet of the Lead Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated October 29, 2011, and the related consolidated Consolidated statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the Fiscal Quarter ended on the that date thereof (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 Lead Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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. (d) To the knowledge of the Lead Borrower after reasonable internal inquiry, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, (i) in any financial information delivered or to be delivered to the Agent or the Lenders, (ii) of the Borrowing Base, (iii) of covenant compliance calculations provided hereunder or (iv) of the assets, liabilities, financial condition or results of operations of the Lead Borrower and its Subsidiaries on a Consolidated basis. (e) The consolidated Consolidated forecasted balance sheet, sheet and statements of income and cash flows of the Lead Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions the Lead Borrower reasonably believes in its good faith business judgment were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Lead Borrower’s best estimate of its and its Subsidiaries’ future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iiA) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries Parent as of the date dates thereof and their Parent’s results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; except, in the case of the Unaudited Financial Statements, changes resulting from customary year-end adjustments consistent with past practice and the absence of footnotes and (iiiB) show all material indebtedness Indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries Loan Parties as of the date thereof hereof that are required by GAAP to be included reflected on a balance sheet prepared in accordance with GAAP, except for such Audited Indebtedness and other liabilities incurred since the date of the Unaudited Financial StatementsStatements in the ordinary course of business. (b) Since December 31, 2017, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (c) The Projections furnished to the Administrative Agent prior to the Closing Date are based on good faith estimates and assumptions made by the management of Borrower; provided, the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections and that the differences may be material; provided further, as of the Closing Date, management of Borrower believed that the Projections were reasonable and attainable. (i) The audited consolidated financial statements of the Loan Parties most recently delivered pursuant to Section 6.01(c) and (ii) the unaudited consolidated balance sheet and consolidating financial statements of the Borrower Loan Parties most recently delivered pursuant to Section 6.01(a) and its Subsidiaries delivered in connection with Section 6.01(b(b), and the related consolidated and consolidating statements of income (if any) or operations, shareholdersoperations and Shareholders’ equity and cash flows Equity for the Fiscal Quarter ended on the date thereof such periods (iA) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iiB) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries Loan Parties as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii)unaudited financial statements, to the absence of footnotes and to normal customary year-end audit adjustments. (c) [Intentionally Omitted]. (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 Effectadjustments consistent with past practice. (e) The consolidated forecasted monthly expenses, balance sheet, sheets and statements of income and cash flows of (if any) the Borrower and its Subsidiaries Loan Parties delivered to the Lenders pursuant to Section 4.01 and Section 6.01(d6.01(f) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair reasonable in light of the conditions existing at the time of delivery of such forecasts, ; it being understood that actual results may vary from such forecasts and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performancethat such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements of the Parent (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in all material respects accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Interim Financial Statements of the Parent (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments. (c) 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 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 . (iiid) show all material indebtedness and other liabilities, direct or contingent, The Interim Financial Statements of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statements. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (de) 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. (ef) The consolidated forecasted balance sheet, statements of income and cash flows or operations of the Borrower Parent and its Subsidiaries delivered pursuant to Section 4.01 and 4.01(g) or Section 6.01(d) 6.01(e), as applicable, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse 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 financial condition of the Borrower Partnership 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) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of the Borrower Partnership and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower Partnership and its Subsidiaries delivered in connection with Section 6.01(b)dated December 31, 2010, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (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 Partnership and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted balance sheet, statements of income and cash flows budgets of the Borrower Partnership and its Subsidiaries for 2011 delivered pursuant to Section 4.01 and Section 6.01(d) the Existing Credit Agreement 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, the BorrowerPartnership’s best estimate of its and its Subsidiaries future financial condition and performance, it being recognized by the Lenders that such forecasts are not to be viewed as facts and that actual results during the period or periods covered by any such forecasts may differ from the projected results contained therein and such differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; 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 for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statements. (b) The unaudited condensed consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b), and the related condensed consolidated statements of income or operations, shareholders’ equity operations and cash flows for the Fiscal Quarter ended on the date thereof most recent fiscal quarter 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 financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted balance sheetsheets, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and or Section 6.01(d6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of based on the current conditions existing and facts known to the Borrower at the time of delivery of such forecasts, forecasts and represented, at the time of delivery, reflect the Borrower’s best good faith estimate of its future financial condition and performance. Notwithstanding the foregoing, it is understood that such forecasted balance sheets are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that no assurance can be given that such forecasts will be realized.

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 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 all material indebtedness Material Indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that thereof, including liabilities for taxes, material commitments and Indebtedness which are required by GAAP to be included in such Audited Financial Statementsa balance sheet under GAAP. (b) The unaudited consolidated Consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated October 29, 2011, and the related consolidated Consolidated statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the Fiscal Quarter ended on the that date thereof (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 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. (c) [Intentionally Omitted]. (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. (d) To the knowledge of the Borrower after reasonable internal inquiry, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, (i) in any financial information delivered or to be delivered to the Agent or the Lenders, (ii) of the Borrowing Base, (iii) of covenant compliance calculations provided hereunder or (iv) of the assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries on a Consolidated basis. (e) The consolidated Consolidated forecasted balance sheet, sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions the Borrower reasonably believes in its good faith judgment were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its and its Subsidiaries’ future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower 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) to the extent required by GAAP show all material indebtedness Material Debt and other liabilities, direct or contingent, of the Borrower Company and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for material Taxes, material commitments and Debt. (b) The unaudited consolidated balance sheet sheets of the Borrower Company and its Subsidiaries delivered and the unaudited consolidating balance sheets of the Borrowers, in connection with Section 6.01(b)each case, dated March 31, 2018 and the related consolidated and consolidating, as applicable, statements of income or operations, shareholderspartners’ equity capital and cash flows for the Fiscal Quarter ended on each completed quarter since the date thereof of the most recent Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]The pro forma consolidated financial statements of the Company and its Subsidiaries and the forecasts of balance sheets, income statements and cash flow statements described in Section 6.1(n) were prepared in good faith based on assumptions that are believed by the Borrowers to be reasonable as of the Closing Date (it being understood that such forecasted financial information is subject to significant uncertainties and contingencies, many of which are beyond the control of the Obligors, that no assurance is given that any particular forecasts will be realized, that actual results may differ and that such differences may be material). (d) Since the date of the Audited Financial StatementsDecember 31, 2017, 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. (e) The consolidated forecasted balance sheetNo Obligor nor any Subsidiary has, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) were prepared in good faith on the basis of Closing Date after giving effect to the assumptions stated thereinTransactions, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of deliveryany Material Debt (including Disqualified Capital Stock) except for this Agreement, the Borrower’s best estimate of its future financial condition and performanceSenior Notes under the Senior Notes Indenture, the Secured Notes under the Secured Notes Indenture or as shown on Schedule 9.1.5.

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 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 all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet sheets of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated September 30, 2013, and the related consolidated statements of income or operations, shareholdersstockholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (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 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. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted balance sheetdrilling budget, statements capital expenditure budget, forecast of income production and forecast of cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d7.01(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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower 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 show, to the extent required by GAAP, all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated and consolidating balance sheet sheets of the Borrower Parent and its Subsidiaries delivered in connection with Section 6.01(b)dated November 28, 2020, the related consolidated statement of income or operations for the fiscal quarter ended on that date, and the related consolidated statements of income or operations, shareholders’ equity operations and cash flows for the Fiscal Quarter portion of the Borrowers’ fiscal year ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments, and (iii) show, to the extent required by 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 Indebtedness. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted balance sheet, sheets and statements of income or operations and cash flows of the Borrower Parent and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d6.01(c) were prepared in good faith on the basis of assumptions the assumptions stated therein, which assumptions were fair in light Borrowers and their Subsidiaries believed to be reasonable when made (it being understood that projections and forecasts are not a guarantee of financial performance and actual results may vary materially from the conditions existing at the time of delivery of such projections and forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout audited consolidated balance sheet of Borrower and its Subsidiaries, and the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition related audited consolidated statement of the income of 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 fiscal year ended December 31, 2020 and 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 and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statements. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)Subsidiaries, and the related consolidated statements statement of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on September 30, 2021 copies of which have been furnished to Lender prior to the date thereof (i) were prepared Fourth Amendment Effective Date, present fairly in all material respects in accordance with GAAP consistently applied throughout generally accepted accounting principles the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the consolidated financial condition position of the Borrower and its Subsidiaries as at the respective dates of such balance sheets and the consolidated results of the date thereof operations of Borrower and their results of operations its Subsidiaries for the period respective periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and subject to normal year-end audit adjustmentsadjustments and the absence of footnotes. The foregoing historical financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, subject to normal year-end audit adjustments and the absence of footnotes. (cb) [Intentionally Omitted]. (d) Since the date On and as of the Audited Financial StatementsFourth Amendment Effective Date and after giving effect to all Indebtedness (including the Loans) being issued, there has been no event incurred or circumstanceassumed by Borrower in connection therewith, either individually (i) the sum of the assets, at a fair valuation, of Borrower and its Subsidiaries, taken as a whole, will exceed its debts, (ii) Borrower and its Subsidiaries taken as a whole have not incurred and do not intend to incur, debts beyond Borrower’s and its Subsidiaries’ ability, taken as a whole, to pay such debts as such debts mature, and (iii) Borrower and its Subsidiaries, taken as a whole, will have sufficient capital with which to conduct their business. For purposes of this Section 7.05(b), “debt” means any liability on a claim, and “claim” means (a) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (b) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the aggregatelight of all the facts and circumstances existing at such time, represents the amount that has had or could would reasonably be expected to have a Material Adverse Effectbecome an actual or matured liability. (e) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s best estimate of its future financial condition and performance.

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; (ii) fairly present in all material respects the financial condition of the Borrower and its 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 show, in accordance with and as required by GAAP, all material indebtedness and other material liabilities, direct or contingent, of the Borrower and its Restricted Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including material liabilities for taxes, material commitments and material Indebtedness. (b) The unaudited pro forma financial statements delivered by the Borrower pursuant to Section 4.01(d) have, in each case, been prepared in good faith by the Borrower, based on the assumptions stated therein (which assumptions are believed by the Borrower on the Closing Date to be reasonable in light of current conditions and facts then known to the Borrower), are based on the information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, and present fairly in all material respects the pro forma consolidated balance sheet financial position and results of operations of the Borrower and its Restricted Subsidiaries delivered in connection with Section 6.01(b)as of such date and for such periods, and assuming that the related consolidated statements Transactions had occurred on such date or as of income or operationsthe beginning of such period, shareholders’ equity and cash flows for as the Fiscal Quarter ended on the date thereof case may be. (ic) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the The forecasts of financial condition performance of the Borrower and its Restricted Subsidiaries as of delivered by the date thereof Borrower pursuant to Section 4.01(d) have, in each case, been prepared in good faith by the Borrower and their results of operations for based on assumptions believed by the period covered thereby, subject, Borrower to be reasonable at the time such forecasts were provided (and on the Closing Date in the case of clauses (i) and (ii), forecasts provided prior to the absence of footnotes Closing Date) (it being recognized, however, that projections as to future events are not to be viewed as facts and to normal year-end audit adjustments. (cthat actual results during the period(s) [Intentionally Omitted]covered by such projections may differ from the projected results and that such differences may be material and that the Loan Parties make no representation that such projections will be realized). (d) Since the date of the Audited Financial StatementsDecember 31, 2015, 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 consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual Financial Statements Statements: (iA) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iiB) fairly present present, in all material respects 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 (iiiC) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof thereof, including liabilities for taxes, material commitments and Indebtedness and (D) were accompanied by consolidating information that are required by GAAP explains in reasonable detail the differences between the information relating to be included in such Audited Financial StatementsBorrower and its Subsidiaries, on the one hand, and the information relating to Borrower and its Restricted Subsidiaries on a standalone basis, on the other hand. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof Quarterly Financial Statements: (iA) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, subject only to normal year-end audit adjustments and the absence of footnotes, except as otherwise expressly noted therein, and (iiB) fairly present 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, subject, in the case of clauses (i) thereby and (ii)C) were accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Borrower and its Subsidiaries, on the one hand, and the information relating to Borrower and its Restricted Subsidiaries on a standalone basis, on the absence of footnotes and to normal year-end audit adjustmentsother hand. (c) [Intentionally Omitted]. (d) Since the date of the Audited Financial StatementsSeptember 30, 2018, 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 consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the 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 all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statements. (b) The unaudited consolidated balance sheet sheets of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated September 30, 2012, and the related consolidated statements of income or operations, shareholders’ ' equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (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 for the period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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. (d) The consolidated pro forma balance sheets of the Borrower and its Subsidiaries as at December 31, 2012, and the related consolidated pro forma statements of income and cash flows of the Borrower and its Subsidiaries for the twelve months then ended, certified by the chief financial officer or treasurer of the Borrower, copies of which have been furnished to each Lender, fairly present in all material respects the consolidated pro forma financial condition of the Borrower and its Subsidiaries as at such date and the consolidated pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The consolidated forecasted balance sheetsheets, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and or Section 6.01(d6.01(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, the Borrower’s 's best estimate of its future financial condition and performance; it being understood that actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the 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 predecessor business of the Borrower and its Subsidiaries as of the date thereof thereof, including liabilities for taxes, material commitments and Indebtedness that are would be required by GAAP to be included disclosed in such Audited Financial StatementsConsolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited consolidated balance sheet Consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered in connection with Section 6.01(b)as of March 31, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof 2018 (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 Borrower and its Consolidated Subsidiaries as of the date thereof and their Consolidated 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. As of the Closing Date, all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness that are required to be disclosed in accordance with GAAP, are disclosed in the Initial Financial Statements. (c) [Intentionally Omitted]. (d) Since the date of the Audited Financial StatementsDecember 31, 2017, 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 consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the 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 all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet financial statements of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated September 30, 2006, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (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 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 adjustmentsadjustments and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted balance sheet, sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and 4.01(f) or Section 6.01(d6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair and believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the respective financial condition of of, as applicable, (A) the Lead 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 (iiiB) show all material indebtedness and other liabilities, direct or contingent, of the Borrower CSK and its Subsidiaries as of the date thereof that are required by 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 (subject, however, with respect to be included the audit report for CSK’s financial statements for its fiscal year ended February 3, 2008, those certain qualifications contained in such Audited Financial Statementsthe opinion of PricewaterhouseCoopers LLC dated April 17, 2008). (b) The unaudited consolidated Consolidated balance sheet of each of (i) the Lead Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated March 31, 2008 and (ii) CSK and its Subsidiaries dated May 4, 2008 and the related consolidated Consolidated statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the Fiscal Quarter applicable fiscal quarter ended on the that date thereof (iA) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iiB) fairly present in all material respects the financial condition of the Lead Borrower and its Subsidiaries and CSK and its Subsidiaries, as applicable, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii)each case, to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (d) 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. (ed) The consolidated Consolidated forecasted balance sheet, sheet and statements of income and cash flows of the Lead Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s best Loan Parties’ reasonable estimate of its future financial condition performance (it being understood that such forecasted financial information is subject to significant uncertainties and performancecontingencies, many of which are beyond the control of the Loan Parties, that no assurance is given that any particular forecasts will be realized, that actual results may differ and that such differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2015, and each audited balance sheet of the Borrower and its Subsidiaries subsequently delivered under Section 6.01(a), and the related consolidated statements of operations, stockholders’ equity, and cash flows for such fiscal year, were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations and cash flows 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 Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (bii) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)for the most recent fiscal quarter ended, and the related consolidated statements of income or operations, shareholderschanges in stockholders’ equity equity, and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebysuch fiscal quarter, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition position, results of operations cash flows of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered therebyin accordance with GAAP, subject, in the case of clauses (i) and (ii), to the absence of footnotes and subject only to normal year-end audit adjustmentsadjustments and the absence of footnotes. (c) [Intentionally Omitted]. (db) 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 EffectEffect other than those affecting the oil field service industry generally. (ec) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and or Section 6.01(d) ), as applicable, 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, the Borrower’s best estimate of its future financial condition and performance, recognizing that there are industry-wide risks normally associated with the types of business conducted by the Borrower and its Subsidiaries and that the Borrower 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 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 all material indebtedness and other liabilities, direct or contingent, CHAR1\1907976v8 of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The most recent unaudited consolidated balance sheet sheets of the Borrower and its Subsidiaries delivered in connection with pursuant to Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the date thereof of such 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 the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted balance sheet, statements of income and cash flows financial plan of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d6.01(c) were was 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 forecastsfinancial plan, and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Lead 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) to the extent required by GAAP, show all material indebtedness Material Indebtedness and other liabilities, direct or contingent, of the Lead Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Lead Borrower and its Subsidiaries Subsidiaries, as applicable, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (d) Since the date of the Audited Financial StatementsRestatement Effective 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. (ed) The consolidated Consolidated forecasted balance sheet, sheets and statements of income and cash flows of the Borrower and its Subsidiaries Albertson’s Group delivered pursuant to Section 4.01 and Section 6.01(d6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best Loan Parties’ good faith estimate of its future financial condition performance (it being understood that such forecasted financial information is subject to significant uncertainties and performancecontingencies, many of which are beyond the control of the Loan Parties, that no assurance is given that any particular forecasts will be realized, that actual results may differ and that such differences may be material).

Financial Statements; No Material Adverse Effect. (a) 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 6.01(a): (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; thereby and (ii) fairly present in all material respects the 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, . The Audited Financial Statements of the Borrower Target and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statements. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (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 Target 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. (b) The Unaudited Financial Statements of the Parent Borrower and its Subsidiaries or, subjectwith respect to the making of this representation and warranty after the Closing Date, in the case unaudited consolidated financial statements of clauses the Parent Borrower and its Subsidiaries as of the end of the most recent fiscal quarter for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01(b): (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby and (ii)) fairly present in all material respects the financial condition of the Parent Borrower and its Subsidiaries as of the date thereof and their results of the operations for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (d) Since the date of the Audited Financial StatementsMarch 31, 2022, 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 consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the 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 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 Borrower and its Subsidiaries Subsidiaries, on a consolidated basis, as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and material Indebtedness. (b) The unaudited consolidated balance sheet sheets of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated December 31, 2015, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (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 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. (c) [Intentionally Omitted]. (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. (ed) The consolidated and consolidating forecasted balance sheet, sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d6.01(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, the Borrower’s best what Borrower believed to be a reasonable estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Parent, the Borrower and its their Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent, the Borrower and its their Subsidiaries as of the date thereof that are thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP to be included in such Audited Financial Statementsshown therein. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated March 31, 2007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter-ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to condensed footnotes, the absence use of footnotes GAAP for interim financial statements and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Parent, the Borrower and their consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness, in each case only to the extent each such indebtedness or each such liability exceeds $20,000,000. (c) [Intentionally Omitted]. (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. (e) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower 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 Borrower Company and its Subsidiaries as of the date thereof that are which would be required by GAAP to be included in such Audited Financial Statementsdisclosed by GAAP, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet sheets of the Borrower Company and its Subsidiaries delivered in connection with Section 6.01(b)dated June 30, 2009, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (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 Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted balance sheet, sheet and statements of income and cash flows of the Borrower Company and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the BorrowerCompany’s best good faith estimate of its future financial condition and performanceperformance (it being recognized by the Agent and the Lenders that such projections as to future events are not viewed as facts and that actual results during the period or periods covered thereby may differ from projected results).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower Parent 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 (iii) show all material indebtedness and other material liabilities, direct or contingent, of the Borrower Parent and its Subsidiaries Subsidiaries, on a consolidated basis, as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and material Indebtedness. (b) The unaudited consolidated balance sheet sheets of the Borrower Parent and its Subsidiaries delivered in connection with Section 6.01(b)dated December 31, 2017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the date thereof that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower Parent and its Subsidiaries 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. (c) [Intentionally Omitted]. (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. (ed) The consolidated and consolidating forecasted balance sheet, sheet and statements of income and cash flows of the Borrower Parent and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d6.01(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, the Borrower’s best what Parent believed to be a reasonable estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements pro forma balance sheet of GLDD on a Consolidated Basis (ithe "Pro Forma Balance Sheet") were furnished to Agent on the Closing Date reflects the consummation of the transactions contemplated under this Agreement (collectively, the "Transactions") and is accurate, complete and correct and fairly reflects the financial condition of GLDD on a Consolidated Basis as of the Closing Date after giving effect to the Transactions, and has been prepared in accordance with GAAP GAAP, consistently applied throughout the period covered therebyapplied. The Pro Forma Balance Sheet has been certified as accurate, except as otherwise expressly noted therein; (ii) fairly present complete and correct in all material respects by a Responsible Officer of Borrowing Agent. All financial statements referred to in this subsection 5.5(a), including the financial condition of the Borrower related schedules and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby notes thereto, have been prepared in accordance with GAAP consistently applied throughout the period covered therebyGAAP, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to may be included disclosed in such Audited Financial Statementsfinancial statements. (b) The unaudited consolidated twelve (12) month cash flow and balance sheet projections of GLDD on a Consolidated Basis, copies of which are annexed hereto as Exhibit 5.5(b) (the "Projections") were approved by a Responsible Officer of GLDD, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect Borrowers' judgment based on present circumstances of the Borrower most likely set of conditions and its Subsidiaries delivered in connection with Section 6.01(b)course of action for the projected period (it being recognized by Agent and the Lenders that such projected financial information is not to be viewed as fact and is subject to significant uncertainties and contingencies many of which are beyond the Borrowers’ control, that no assurance can be given that any particular financial projections will be realized, and that actual results may vary materially from such projected financial information). The cash flow Projections together with the related consolidated statements of income or operations, shareholders’ equity and cash flows for Pro Forma Balance Sheet are referred to as the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments"Pro Forma Financial Statements". (c) [Intentionally Omitted]The consolidated balance sheets of GLDD and its Subsidiaries, and such other Persons described therein, as of April 30, 2022, and the related statements of income, changes in stockholder's equity, and changes in cash flow for the period ended on such date, all accompanied by reports thereon containing opinions without qualification by independent certified public accountants, copies of which have been delivered to Agent, have been prepared in accordance with GAAP, consistently applied (except for changes in application to which such accountants concur) and present fairly the financial position of GLDD and its Subsidiaries at such date and the results of their operations for such period. (d) Since the date of the Audited Financial StatementsDecember 31, 2021, there has been no event not occurred any event, condition or circumstancestate of facts which has resulted in, either individually or in the aggregate, that has had or could reasonably be expected to have result in, a Material Adverse Effect. (e) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebyStatements, except as otherwise expressly noted therein; (ii) reported on by and accompanied by an unqualified report from an independent certified public accounting firm of national reputation, present fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as of at December 31, 2010 and December 31, 2011, as applicable, and the date thereof and their consolidated results of its operations and its consolidated cash flows 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 Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsrespective fiscal years then ended. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)at September 30, 2012, and the related unaudited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter period ended on such date, present fairly in all material respects the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the consolidated financial condition of the Borrower and its Subsidiaries as of at such date, and the date thereof and their consolidated results of its operations and its consolidated cash flows for the quarterly period covered thereby, subject, in the case of clauses then ended (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments). (c) [Intentionally Omitted]All such financial statements described in subsections (a) and (b) of this Section, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the applicable accounting firm and disclosed therein). As of the Closing Date, the Borrower and its Subsidiaries do not have any material Guarantees, contingent liabilities and liabilities for taxes (except for any such tax liabilities to taxing authorities outside of the United States which are not, in the aggregate, material to the Borrower and its Subsidiaries taken as a whole) or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the unaudited consolidated balance sheet of the Borrower and its Subsidiaries at September 30, 2012, and the related unaudited consolidated statements of income and cash flows for the period ended on such date, and which should be so reflected in accordance with GAAP. During the period from December 31, 2011 to and including the Closing Date, there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property, except as reflected in the financial statements described in subsections (a) and (b) of this Section which were delivered prior to the Closing Date. (d) 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. (e) The consolidated forecasted balance sheet, statements of income and cash flows Projections of the Borrower and its Subsidiaries delivered pursuant consolidated Subsidiaries, copies of which have heretofore been furnished to Section 4.01 and Section 6.01(d) were the Lenders, have been prepared in good faith on under the basis direction of a Responsible Officer of the Borrower having responsibility for financial matters, and in accordance with GAAP based upon good faith estimates and assumptions stated therein, which assumptions were fair believed by management of the Borrower to be reasonable at the time made. The Borrower has no reason to believe that as of the date of delivery thereof such Projections are materially misleading in any material respect in light of the conditions existing at circumstances under which made, or omit to state any material fact which would render them misleading in any material respect, it being recognized by the time of delivery of Lenders that such forecasts, financial information as it relates to future events is not to be viewed as fact and represented, at that actual results during the time of delivery, period or periods covered by such financial information may differ from the Borrower’s best estimate of its future financial condition and performanceprojected results set forth therein by a material amount.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements Statements, and 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 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 all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required by GAAP to be included in such Audited Financial Statementsshown therein. (b) The most recent quarterly and monthly unaudited consolidated balance sheet financial statements of the Borrower and its Subsidiaries for the fiscal year 2007 delivered to the Administrative Agent on or before the Closing Date, and the most recent quarterly unaudited consolidated financial statements of the Borrower and its Subsidiaries delivered in connection with pursuant to Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the date thereof that date, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required by GAAP to be shown therein, subject, in the case of clauses (i) and (ii), to the absence of footnotes footnote disclosures and to normal year-end audit adjustments. (c) [Intentionally Omitted]As of the Closing Date, (i) parts (a) and (b) of Schedule 5.05 set forth all Existing Indebtedness and all Surviving Indebtedness, respectively, of each Loan Party and its Subsidiaries, and (ii) part (c) of Schedule 5.05 sets forth all other material liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the Closing Date, including liabilities for taxes and material commitments, to the extent not included in the financial statements delivered to the Administrative Agent on or before the Closing Date. (d) Since the date of the Audited Financial StatementsMarch 31, 2007 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. (e) The consolidated forecasted pro forma balance sheet, sheet of the Borrower and its Subsidiaries and the related consolidated pro forma statements of income and cash flows of the Borrower and its Subsidiaries delivered to the Administrative Agent on or before the Closing Date, certified by the chief executive officer, chief financial officer or an executive vice president of the Borrower, fairly present in all material respects the consolidated pro forma financial condition of the Borrower and its Subsidiaries as at such date and the consolidated pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. As of the Closing Date, the Borrower and its Subsidiaries have no liabilities (absolute or contingent) except for (i) liabilities reflected on such pro forma balance sheet and (ii) liabilities which would not reasonably be expected to have a Material Adverse Effect. (f) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Borrower and its Subsidiaries delivered to the Lenders on or before the Closing Date or pursuant to Section 4.01 and Section 6.01(d) 6.01 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair believed by the Borrower to be reasonable in light of the conditions existing at the time of delivery of such forecastsforecasts and at the Closing Date, and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition performance; it being understood and performanceagreed that (A) any financial or business projections furnished by the Borrower are subject to significant uncertainties and contingencies, which may be beyond the control of the Borrower, (B) no assurance is given by the Borrower that the results or forecast in any such projections will be realized and (C) the actual results may differ from the forecast results set forth in such projections and such differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , (ii) fairly present in all material respects the 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 all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet financial statements of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated March 31, 2004, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (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 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 material liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted balance sheet, sheet and statements of income and cash flows of the Borrower and its Subsidiaries and the consolidating forecasted balance sheet and statements of income and cash flows of each Unrestricted Subsidiary delivered pursuant to Section 4.01 and Section 6.01(d6.01(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, the Borrower’s best estimate of its goals for its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the 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 all material indebtedness and other material liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and material Indebtedness. (b) The In respect of any unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b), after the Closing Date and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the date thereof such date, such 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 the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentsadjustments and (iii) show all material indebtedness and other material liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and material Indebtedness. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted balance sheet, statements of income and cash flows financial information of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d6.01 (i) were prepared in good faith on accordance with GAAP consistently applied throughout the basis period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the assumptions stated therein, which assumptions were fair in light Borrower and its Subsidiaries as of the conditions existing at date thereof and their results of operations for the time 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 delivery the Borrower and its Subsidiaries as of such forecaststhe date thereof, including liabilities for taxes, material commitments and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performancematerial Indebtedness.

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 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 all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in thereof, including liabilities for taxes, material commitments and Indebtedness. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such Audited Financial Statements, including liabilities for taxes, material commitments and Indebtedness. (b) The most recent unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity operations and cash flows for the Fiscal Quarter ended on the date thereof 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 financial condition (including the shareholders’ equity) of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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. (e) The consolidated forecasted balance sheet, sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d6.01(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, the Borrower’s best estimate reasonable estimates of its future financial condition and performanceperformance (it being understood that projected financial information is subject to significant uncertainties and contingencies, which may be beyond the Borrower’s control, no representation is made by the Borrower that such projections will be realized, the account results may differ from the projections or other forward looking information and such differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the consolidated financial condition of the Borrower Holdco 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 Borrower Holdco and its Subsidiaries as of the date thereof that are thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required by GAAP to be included reflected thereon (or described in such Audited Financial Statementsthe footnotes thereto) in accordance with GAAP. (b) The unaudited condensed consolidated and consolidating balance sheet sheets of the Borrower Holdco and its Subsidiaries delivered in connection with Section 6.01(b)dated September 30, 2018, and the related condensed consolidated and consolidating statements of income or operations, shareholders’ equity operations and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower Holdco and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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. (ed) The consolidated and consolidating forecasted balance sheet, sheet and statements of income and cash flows of the Borrower Holdco and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d6.01(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, the BorrowerHoldco’s best reasonable good faith estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (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 reflect or disclose all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated March 31, 2007 and the related consolidated statements of income or operations, shareholders’ ' equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be disclosed in accordance with GAAP and not set forth on the unaudited consolidated balance sheet described in the previous sentence. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted balance sheet, sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d6.01(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, the Borrower’s 's best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the 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 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 and its Consolidated Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated September 30, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted balance sheet, sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d6.01(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, the Borrower’s best estimate of its future financial condition and performance. (i) The unaudited pro forma condensed consolidated balance sheet of the Borrower, after giving effect to the Mergers and certain transactions directly associated with the Mergers as if all such transactions had occurred on September 30, 2013 and (ii) the related unaudited pro forma condensed consolidated statements of operations of the Borrower, after giving effect to the Mergers and certain transactions directly associated with the Mergers as if all such transactions had occurred (x) on January 1, 2012 for the year ended December 31, 2012, and (y) on September 30, 2013 for the nine month period then ended, in each case, certified by the chief financial officer or treasurer of the Borrower, copies of which have been furnished to each Lender, fairly present the pro forma financial condition of the Borrower and its Subsidiaries as at such date and the pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, in each case giving effect to the transactions to occur on the Closing Date (including, without limitation, all Credit Extensions to occur on the Closing Date), all in accordance with GAAP. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries not included in such financial statements, including liabilities for taxes, material commitments and Indebtedness.

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 financial condition of the Borrower 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) to the extent required by GAAP show all material indebtedness Material Debt and other liabilities, direct or contingent, of the Borrower Company and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for material Taxes, material commitments and Debt. (b) The unaudited consolidated balance sheet sheets of the Borrower Company and its Subsidiaries delivered and the unaudited consolidating balance sheets of the Borrowers, in connection with Section 6.01(b)each case, dated March 31, 2018 and the related consolidated and consolidating, as applicable, statements of income or operations, shareholderspartners’ equity capital and cash flows for the Fiscal Quarter ended on each completed quarter since the date thereof of the most recent Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii)) and, to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]The pro forma consolidated financial statements of the Company and its Subsidiaries and the forecasts of balance sheets, income statements and cash flow statements described in Section 6.1(n) were prepared in good faith based on assumptions that are believed by the Borrowers to be reasonable as of the Closing Date (it being understood that such forecasted financial information is subject to significant uncertainties and contingencies, many of which are beyond the control of the Obligors, that no assurance is given that any particular forecasts will be realized, that actual results may differ and that such differences may be material). (d) Since the date of the Audited Financial StatementsDecember 31, 2017, 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. (e) The consolidated forecasted balance sheetNo Obligor nor any Subsidiary has, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) were prepared in good faith on the basis of Closing Date after giving effect to the assumptions stated thereinTransactions, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of deliveryany Material Debt (including Disqualified Capital Stock) except for this Agreement, the Borrower’s best estimate of its future financial condition and performanceSenior Notes under the Senior Notes Indenture, the Secured Notes under the Secured Notes Indenture or as shown on Schedule 9.1.5.

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 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 all material indebtedness and other material liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date thereof thereof, including liabilities for Taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP, other than those that are required by GAAP not material to be included in such Audited Financial Statementsthe Borrower and its Subsidiaries as a whole or are reflected on Borrower’s most recent filings with the SEC. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries most recently delivered in connection with to the Administrative Agent and the Lenders pursuant to Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebyGAAP, 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 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.. 109 US-DOCS\146702970.▇▇▇▇▇▇▇▇▇▇.7 (c) [Intentionally Omitted]. (d) 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. (e) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Specified U.S. Borrower 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statements. (b) The unaudited consolidated balance sheet of the Specified U.S. Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated October 2, 2010, and the related consolidated statements of income or operations, shareholders’ equity stockholder's investment and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout through the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Specified U.S. Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (d) Since the date of the Audited Financial StatementsOctober 2, 2010, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have result in a Material Adverse Effect. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Specified U.S. Borrower and its Subsidiaries for, and as of the end of, each fiscal year commencing after December 31, 2010 and ending on or prior to December 31, 2015 made available to the Administrative Agent prior to the Closing Date were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonably believed by the Specified U.S. Borrower to have been reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that actual results may vary from such forecasts and that such variations may be material. (e) The consolidated forecasted balance sheetsheets, statements of income and cash flows of the Specified U.S. Borrower and its Subsidiaries delivered pursuant to Section 4.01 and of the Existing Credit Agreement or Section 6.01(d6.01(e) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair reasonably believed by the Specified U.S. Borrower to have been reasonable in light of the conditions existing at the time of delivery of such forecasts, ; it being understood that actual results may vary from such forecasts and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performancethat such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the 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 all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)for the fiscal quarter most recently ended prior to the Closing Date for which financial statements are available, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted balance sheet, sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) the Administrative Agent prior to the Closing Date 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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower Parent and its Subsidiaries or ThermaClime and its Subsidiaries, as applicable, as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its Subsidiaries or ThermaClime and its Subsidiaries, as applicable, as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated and consolidating financial statements consisting of a consolidating and consolidated balance sheet of the Borrower each of Parent and its Subsidiaries delivered and ThermaClime and its Subsidiaries, in connection with Section 6.01(b)each case dated as of June 30, 2007, and the related consolidated and consolidating statements of income or operations, consolidated statements of shareholders’ equity and consolidated statements of cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower Parent and its Subsidiaries or ThermaClime and its Subsidiaries, as applicable, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other material liabilities, direct or contingent, of Borrowers as of the date of such financial statements, including liabilities for taxes and Indebtedness. (c) [Intentionally Omitted]. (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. (ed) The consolidated and consolidating forecasted balance sheetsheets, statements of income and consolidated cash flows of the Borrower each of Parent and its Subsidiaries and ThermaClime and its Subsidiaries, in each case delivered pursuant to Section 4.01 and or Section 6.01(d6.01(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, the BorrowerParent’s or ThermaClime’s, as applicable, best good faith estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (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 NYDOCS03/1043960.1460 noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such thereof, including liabilities for taxes, material commitments and Indebtedness. From the date of the Audited Financial StatementsStatements through the Effective Date and the Closing Date, as the case may be, the Borrower and its consolidated Subsidiaries have not incurred any additional material indebtedness or other liabilities, direct or contingent, including liabilities for taxes, material commitments and Indebtedness, except for such indebtedness and liabilities reflected on Schedule 7.03, Inter-Company Indebtedness and other indebtedness and liabilities incurred in the ordinary course of business. (b) The unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated April 2, 2016, and the related consolidated statements of income or operations, shareholders’ equity and cash flows flows, and consolidating statements of income or operations for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted balance sheet, statements of income and cash flows Schedule 7.03 sets forth all Indebtedness owed by the Borrower to any Subsidiary as of the Effective Date (other than Indebtedness owed by the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) were prepared Avnet Receivables Corporation in good faith on connection with 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, the Borrower’s best estimate of its future financial condition and performanceExisting Securitization Facility).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; 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 for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statements. (b) The unaudited condensed consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated April 4, 2010, and the related condensed consolidated statements of income or operations, shareholders’ invested equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (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 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. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted balance sheetsheets, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and or Section 6.01(d6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of based on the current conditions existing and facts known to the Borrower at the time of delivery of such forecasts, forecasts and represented, at the time of delivery, reflect the Borrower’s best good faith estimate of its future financial condition and performance. Notwithstanding the foregoing, it is understood that such forecasted balance sheets are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries and that no assurance can be given that such forecasts will be realized.

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 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) except as disclosed in Schedule 5.05, show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower Holdings and its Subsidiaries delivered in connection with Section 6.01(b)dated September 30, 2012, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (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 Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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. (ed) The consolidated forecasted pro forma balance sheetsheet of Holdings and its Subsidiaries as at September 30, 2012, and the related consolidated pro forma statements of income and cash flows of the Borrower and its Subsidiaries for the 6 months then ended, certified by the chief financial officer or treasurer of the Borrower, copies of which have been furnished to each Lender, fairly present the consolidated pro forma financial condition of Holdings and its Subsidiaries 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 Transaction, all in accordance with GAAP. (e) The consolidated forecasted balance sheet, and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01 and or Section 6.01(d6.01(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, the Borrower’s best estimate of its future financial condition and performance.

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 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) except for Indebtedness pursuant to any Assumption Agreement, show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Each unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)Subsidiaries, and the related consolidated statements of income or operations, shareholders’ equity and cash flows which were delivered pursuant to Section 6.01(b) for the Fiscal Quarter fiscal quarter ended on immediately prior to the date thereof of such delivery: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii) in this subsection (b), to the absence of footnotes and to normal year-end audit adjustments; and (iii) except for Indebtedness pursuant to any Assumption Agreement, show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) [Intentionally Omitted]. (d) Since As of the Closing Date, 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) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d) 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, the Borrower’s best estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower Parent 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 (iii) show all material indebtedness and other material liabilities, direct or contingent, of the Borrower Parent and its Subsidiaries Subsidiaries, on a consolidated basis, as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and material Indebtedness. (b) The unaudited consolidated balance sheet sheets of the Borrower Parent and its Subsidiaries delivered in connection with Section 6.01(b)dated March 31, 2022, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (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 Parent and its Subsidiaries 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. (c) [Intentionally Omitted]. (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. (ed) The consolidated and consolidating forecasted balance sheet, sheet and statements of income and cash flows of the Borrower Parent and its Subsidiaries delivered pursuant to Section 4.01 and Section 6.01(d6.01(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, the Borrower’s best what Parent believed to be a reasonable estimate of its future financial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; 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 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 Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statements. (b) The unaudited consolidated balance sheet sheets of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated September 30, 2012, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (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 for the period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments. (c) [Intentionally Omitted]. (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. (d) The consolidated pro forma balance sheets of the Borrower and its Subsidiaries as at December 31, 2012, and the related consolidated pro forma statements of income and cash flows of the Borrower and its Subsidiaries for the twelve months then ended, certified by the chief financial officer or treasurer of the Borrower, copies of which have been furnished to each Lender, fairly present in all material respects the consolidated pro forma financial condition of the Borrower and its Subsidiaries as at such date and the consolidated pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The consolidated forecasted balance sheetsheets, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 and or Section 6.01(d6.01(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, the Borrower’s best estimate of its future financial condition and performance; it being understood that actual results may vary from such forecasts and that such variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Domestic 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 Domestic Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statementsthereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated and consolidating balance sheet sheets of the Domestic Borrower and its Subsidiaries delivered in connection with Section 6.01(b)dated March 31, 2020, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter fiscal quarter ended on the that date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Domestic Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end year‑end audit adjustments. (c) [Intentionally Omitted]. (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. (ed) The consolidated and consolidating forecasted balance sheetsheets, statements of income and cash flows of the Domestic Borrower and its Subsidiaries delivered pursuant to Section 4.01 and or Section 6.01(d6.01(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, the Domestic Borrower’s best estimate of its future financial condition and performance.