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

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their 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) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the consolidated financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show disclose all material consolidated indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be disclosed under GAAP. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the consolidated financial condition of the MLP Borrower and its Subsidiaries as of the date thereof and their consolidated results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show disclose all material consolidated indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be disclosed under GAAP. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by the Borrower or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties Borrower and their 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 on Schedule 6.05 hereto or otherwise disclosed in writing to the Lenders on or prior to the Closing Date. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (and in the case of deliveries under Section 7.01(a), on the basis disclosed in the footnotes to such financial statements) the consolidated, financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a7.01(a) and 6.01(b7.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Borrower and its Subsidiaries in all material respects as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated and consolidating financial statements of the MLP Borrower and its Subsidiaries for the fiscal quarter ending March 31September 30, 2015 2010 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Borrower and its Subsidiaries in all material respects as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event Involuntary Disposition of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their 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) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subjecttherein, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness Indebtedness and other liabilities, direct or contingent, of the MLP Company and its Subsidiaries as of the date thereof, including material liabilities for taxesTaxes, material commitments and Indebtedness. (b) Indebtedness to the extent required by GAAP. The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (iA) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , (iiB) fairly present in all material respects the financial condition of the MLP Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby thereby, and (C) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including material liabilities for Taxes, material commitments and Indebtedness to the extent required by GAAP, subject, in the case of unaudited financial statementsclauses (A), (B) and (C) of this sentence, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (cb) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by any Company Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a wholeany Company Party or any Subsidiary, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their Subsidiaries, taken as a wholeany Company Party or any Subsidiary, in each case, which is not reflected in the foregoing financial statements Financial Statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders Investor on or prior to the Closing Date. (dc) 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 result in a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subjecttherein, in the case of unaudited financial statements, 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 MLP Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), 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 MLP Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by any Loan Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, 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 financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) or (b), as applicable) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtednesstherein. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP Borrower and its Subsidiaries for the fiscal quarter ending dated March 31, 2015 2011 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the MLP 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, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements December 31, 2010 to and including the Closing Date, there has been no Disposition by the Borrower or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property Property of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property Property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties Borrower and their 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) Since The financial statements delivered pursuant to Section 8.1(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 8.1(a) and (b)) and present fairly (in the date case of the Audited Financial Statementsfinancial statements delivered pursuant to Section 8.1(a), on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated and, in the case of consolidating annual financial statements delivered pursuant to Section 8.1(a), consolidating, financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of such date and for such periods. (e) Since December 31, 2010 there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); adjustments and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Funding Date, there has been no Disposition by any Loan Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, 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 Funding Date. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subjecttherein, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); , and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by any Loan Party or any Recovery Event Subsidiary of any material part party of the business or property of the Loan Parties and their respective Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their respective 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 DateDate or publicly filed under applicable securities laws. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) or (b), as applicable) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a7.01(a) and 6.01(b7.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated and consolidating financial statements of the MLP Borrower and its Subsidiaries for the fiscal quarter ending March 31, 2015 2012 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their 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) 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.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP Issuer and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein (subjecttherein, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Issuer and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Issuer and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); , and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Issuer and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by any Credit Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a wholeany Credit Party or any Subsidiary, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their Subsidiaries, taken as a wholeany Credit Party or any Subsidiary, 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 Purchasers on or prior to the Closing Date. (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP AWI 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP AWI and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be shown thereon under GAAP. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP AWI and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP AWI and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be shown thereon under GAAP. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by AWI or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property Property of the Loan Parties AWI and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties AWI and their 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 financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of AWI and its Subsidiaries as of such date and for such periods. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties Borrower and their 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 financial statements delivered pursuant to Section 7.01(a) and (b), if any, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby; 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) with respect to any financial statements delivered pursuant to Section 7.01(b), to the absence of footnotes and to normal year-end audit adjustments. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by the Borrower or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties Borrower and their 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 financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating, financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subjecttherein, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingentcontingent (to the extent required by GAAP), of the MLP Parent and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (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 contingentcontingent (to the extent required by GAAP), of the MLP Parent and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by any Note Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the Loan Note Parties and their respective Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Note Parties and their Subsidiaries, respective 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 Purchasers on or prior to the Closing DateDate or publicly filed under applicable securities laws. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) or (b), as applicable) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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, the financial condition of the MLP REIT Guarantor and its Subsidiaries (including, without limitation, the Excluded Entities) 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of the MLP REIT Guarantor and its Subsidiaries (including, without limitation, the Excluded Entities) as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show . Schedule 6.05 sets forth all material indebtedness Indebtedness and other liabilities, direct or contingent, of the MLP REIT Guarantor and its Subsidiaries (including, without limitation, the Excluded Entities), including any Non-Recourse Indebtedness with respect to any Real Properties, as of the date thereofof such financial statements, including liabilities for taxes, material commitments and Indebtedness. (cb) From During the date of the Audited Financial Statements period from December 31, 2003 to and including the Closing Date, there has been no Disposition sale, transfer or other disposition by any Recovery Event Credit Party of any material part of the business or property Property of the Loan Parties and their SubsidiariesCredit Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their SubsidiariesCredit Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (c) The financial statements delivered pursuant to Section 7.01 have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01) and present fairly (on the basis disclosed in the footnotes to such financial statements), in all material respects, the consolidated financial condition, results of operations and cash flows of the REIT Guarantor and its Subsidiaries (including, without limitation, the Excluded Entities) as of such date and for such periods. (d) Since the date of the Audited Financial StatementsDecember 31, 2003, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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, the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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, the financial condition of the MLP Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by the Company or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property Property of the Loan Parties Company and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties Company and their 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 financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Company and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Consolidated Parties and its the CyrusOne 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case to the extent required to be disclosed by GAAP. (b) The Audited Financial Statements unaudited consolidated balance sheet of the Consolidated Parties dated September 30, 2012 and the unaudited related consolidated financial statements of the MLP income or operations, shareholders’ equity and its Subsidiaries cash flows for the fiscal quarter ending March 31, 2015 ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) fairly present the financial condition of the MLP Consolidated Parties and its the CyrusOne Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end year‑end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From During the date of the Audited Financial Statements period from December 31, 2011 to and including the Closing Date, and except for the CyrusOne Reorganization, there has been no Disposition sale, transfer or other disposition by any Recovery Event Consolidated Party of any material part of the business or property Property of the Loan Parties and their SubsidiariesConsolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their SubsidiariesConsolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) Since The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated (and, in the case of the annual statements, consolidating) financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. (e) There has not occurred a material adverse change in the business, assets, properties, liabilities (actual or contingent), operations or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and IndebtednessIndebtedness in accordance with GAAP consistently applied. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and IndebtednessIndebtedness in accordance with GAAP consistently applied. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by the Borrower or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property Property of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property Property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and or has not otherwise been disclosed publicly by the Borrower or in writing to the Lenders on or prior to the Closing Date. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP consistently applied (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of such date and for such periods. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Pre-Closing 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 MLP Loan Parties 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness Indebtedness and other liabilities, direct or contingent, of the MLP Loan Parties and its their Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Pre-Closing Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Loan Parties and its their Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness Indebtedness and other liabilities, direct or contingentcontingent (to the extent required by GAAP), of the MLP Loan Parties and its their Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Pre-Closing Financial Statements and the Interim Pre-Closing Financial Statements to and including the Closing Date, there has been no Disposition by the Loan Parties and their Subsidiaries, or any Recovery Event Involuntary Disposition, of any material part of the business or property Property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their 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) Since The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 6.01(a) and 6.01(b)) and present fairly (on the date basis disclosed in the footnotes to such financial statements) in all material respects the consolidated financial condition, results of operations and cash flows of the Audited Financial StatementsLoan Parties and their respective Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since December 31, 2017, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and IndebtednessIndebtedness required to be shown thereon in accordance with GAAP. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and IndebtednessIndebtedness required to be shown thereon in accordance with GAAP. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by the Borrower or any Recovery Event Subsidiary, or any Extraordinary Receipt, of any material part of the business or property Property of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements (including the Interim Financial Statements) or in the notes thereto and or has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) The forecasts delivered pursuant to Section 5.01(c)(iii) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were 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 good faith estimate of its future financial performance during the period covered by such forecasts. The Administrative Agent, the L/C Issuer and the Lenders hereby acknowledge that forecasts and estimates of future financial performance are inherently uncertain and no assurances have been given, and no representations or warranties have been made by any Loan Party, that the results reflected in the forecasts will be achieved. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP Super 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 (subjecttherein, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Super Holdings and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Super Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); , and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Super Holdings and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Effective Date, there has been no Disposition by any Credit Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a wholeany Credit Party or any Subsidiary, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their Subsidiaries, taken as a wholeany Credit Party or any Subsidiary, 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 Purchasers on or prior to the Closing Effective Date. (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition Disposition, other than the Bayou Acquisition and the Corrpro Acquisition, by any Loan Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, 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 financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 2021 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their 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) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and IndebtednessIndebtedness in accordance with GAAP consistently applied. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and IndebtednessIndebtedness in accordance with GAAP consistently applied. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by the Company or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property Property of the Loan Parties Company and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property Property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties Company and their its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and or has not otherwise been disclosed publicly by the Company or in writing to the Lenders on or prior to the Closing Date. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP consistently applied (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Company and its Subsidiaries as of such date and for such periods. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the unaudited consolidated financial statements delivered pursuant to Sections 6.01(a) of the Company and 6.01(b) its Subsidiaries for the fiscal quarter ending September 30, 2011 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments; (ii) fairly present in all material respects the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Company and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Third Amendment Effective Date, there has been no Disposition or any Recovery Event Involuntary Disposition of any material part of the business or property of the Loan Parties Company and their its Subsidiaries, taken as a whole, and no purchase or other acquisition Acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties Company and their 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 the SEC Reports or otherwise in writing to the Lenders on or prior to the Closing Third Amendment Effective Date. (c) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated and, in the case of annual financial statements delivered pursuant to Section 7.01(a)(ii), consolidating, financial condition, results of operations and cash flows of the Company and its Subsidiaries as of the dates thereof and for the periods covered thereby. (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a7.01(a) and 6.01(b7.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, 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 MLP Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Each of (i) the Audited Financial Statements and (ii) the unaudited consolidated financial statements of the MLP Company and its Subsidiaries for the fiscal quarter ending March 31, 2015 2011 (iA) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iiB) fairly present the financial condition of the MLP Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iiiC) show all material indebtedness and other material liabilities, direct or contingent, of the MLP Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, except as set forth on Schedule 6.05, there has been no Disposition or any Recovery Event Involuntary Disposition of any material part of the business or property of the Loan Parties Company and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties Company and their 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 financial statements delivered pursuant to Section 7.01(a) and 7.01(b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and 7.01(b)) and present fairly (on the basis disclosed in the footnotes to such annual audited financial statements) the consolidated financial condition, results of operations and cash flows of the Company and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a7.01(a) and 6.01(b7.01(b) (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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) in the case of the financial statements delivered pursuant to Section 7.01(a), show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be shown on financial statements, or the notes thereto, prepared in accordance with GAAP. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP Borrower and its Subsidiaries for the fiscal quarter ending March 31October 3, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) in the case of the Audited Financial Statements, show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be shown on financial statements, or the notes thereto, prepared in accordance with GAAP. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their 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) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be shown thereon under GAAP. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be shown thereon under GAAP. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Involuntary Disposition or Disposition by Holdings or any Recovery Event Subsidiary of any material part of the business or property Property of the Loan Parties Holdings and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties Holdings and their 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 financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of such date and for such periods. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP Issuer and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein (subjecttherein, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Issuer and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) other than in respect of the Flash Interim 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 MLP Issuer and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); , and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Issuer and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, the Amendment No. 1 Closing Date, and the Combination Closing Date, there has been no Disposition by any Note Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a wholeany Note Party or any Subsidiary, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their Subsidiaries, taken as a wholeany Note Party or any Subsidiary, 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 Purchasers on or prior to the Closing Date, Amendment No. 1 Closing Date, or the Combination Closing Date, as applicable. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) or (b), as applicable) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Note Parties and their Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Pre-Closing 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 MLP Loan Parties and their Subsidiaries and the Target and its Subsidiaries 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness Indebtedness and other liabilities, direct or contingent, of the MLP Loan Parties and their Subsidiaries and the Target and its Subsidiaries Subsidiaries, as applicable, as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Pre-Closing Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Loan Parties and their Subsidiaries and the Target and its Subsidiaries Subsidiaries, as applicable, as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness Indebtedness and other liabilities, direct or contingent, of the MLP Loan Parties and their Subsidiaries and the Target and its Subsidiaries Subsidiaries, as applicable, as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Pre-Closing Financial Statements and the Interim Pre-Closing Financial Statements to and including the Closing Date, there has been no Disposition by the Loan Parties and their Subsidiaries or the Target and its Subsidiaries, or any Recovery Event Involuntary Disposition, of any material part of the business or property Property of the Loan Parties and their Subsidiaries or the Target and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their Subsidiaries and the Target 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) Since The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 6.01(a) and 6.01(b) ) and present fairly (on the date basis disclosed in the footnotes to such financial statements) in all material respects the consolidated financial condition, results of operations and cash flows of the Audited Financial StatementsLoan Parties and their Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since December 31, 2006, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect. Since December 31, 2007, there has been no event or circumstance that has had or could reasonably be expected to have a Company Material Adverse Effect (as such term is defined in the Target Merger Agreement).

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) (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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated and consolidating financial statements of the MLP Borrower and its Subsidiaries for the fiscal quarter ending March 31June 30, 2015 2017 (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 MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their 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) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a7.01(a) and 6.01(b7.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP Borrower and its Subsidiaries for the fiscal quarter ending March 31, 2015 2019 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements (as defined in this Agreement prior to the First Amendment Effective Date) to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their 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) 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.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries liabilities required to be set forth therein in accordance with GAAP as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries liabilities required to be set forth therein in accordance with GAAP as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by any Loan Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of any Loan Party or any Subsidiary material to the Loan Parties Parent and their Subsidiaries, its Subsidiaries taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties Parent and their Subsidiaries, its Subsidiaries taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and or has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and fairly present in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) 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.

Financial Statements; No Material Adverse Effect. (a1) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b2) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 2021 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c3) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their 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. (d4) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered Audited Financial Statements furnished pursuant to Sections 6.01(aSection 7.01(a) and 6.01(b) (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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and IndebtednessIndebtedness required by GAAP. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in all material respects 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 MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and IndebtednessIndebtedness required by GAAP. (c) From the date of the Audited Interim Financial Statements to and including the Closing Date, there has been no Disposition by the Borrower or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, and and, except as set forth on Schedule 6.05 hereto, no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and or has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) Since The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material respects (on the date basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Audited Financial StatementsBorrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since March 31, 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.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout The Old OpCo Audited Financial Statements and the period covered thereby, except as otherwise expressly noted therein; (ii) Old OpCo Unaudited Financial Statements fairly present in all material respects the financial condition of the MLP Old OpCo 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; (ii) . The Old PropCo Unaudited Financial Statements fairly present in all material respects the financial condition of the MLP Old PropCo and its Subsidiaries as of the date dates thereof and their results of operations for the period covered thereby (subjectin accordance with GAAP consistently applied throughout the periods covered thereby, in except as otherwise expressly noted therein. During the case of unaudited financial statementsperiod from December 31, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements 2009 to and including the Closing Date, except in connection with the Restructuring Transactions, there has been (i) no sale, transfer or other Disposition by Old OpCo or any Recovery Event of its Subsidiaries of any material part of the business or property of the Loan Parties and their Old OpCo or any of its Subsidiaries, taken as a whole, and (ii) no purchase or other acquisition by Old OpCo or any of them its Subsidiaries of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties Old OpCo and their its Subsidiaries, taken as a whole(iii) no sale, transfer or other disposition by Old PropCo or any of its Subsidiaries of any material part of the business or property of Old PropCo or any of its Subsidiaries and (iv) no purchase or other acquisition by Old PropCo or any of its Subsidiaries of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of Old PropCo and its Subsidiaries, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and or has not otherwise been disclosed in writing to the Lenders on or prior to the Closing DateDate (which shall include any order issued by the Bankruptcy Court). (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP PRA 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP PRA and its Subsidiaries as of the date thereofthereof which would be required to be disclosed by GAAP, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP PRA and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by any Loan Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the Loan Parties and their respective Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their respective 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 financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of PRA and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP GFI 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP GFI and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and IndebtednessIndebtedness in accordance with GAAP. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP GFI and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP GFI and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and IndebtednessIndebtedness in accordance with GAAP. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by GFI or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property Property of the Loan Parties GFI and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties GFI and their its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and or has not otherwise been disclosed in writing to the Lenders Administrative Agent on or prior to the Closing DateDate or disclosed in any SEC filing. (d) 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 consolidating financial condition, results of operations and cash flows of GFI and its Subsidiaries as of such date and for such periods. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subjecttherein, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); , and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by any Loan Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, 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 financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) or (b), as applicable) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and IndebtednessIndebtedness (to the extent required to be shown in accordance with GAAP). (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and IndebtednessIndebtedness (to the extent required to be shown in accordance with GAAP). (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by the Company or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property Property of the Loan Parties Company and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property Property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties Company and their its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and or has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) The financial statements delivered pursuant to Section 7.01(a) and (b), if any, have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Company and its Subsidiaries as of such date and for such periods. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) Audited Financial Statements and 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) Unaudited Financial Statements fairly present in all material respects the financial condition of the MLP Company 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 periods covered thereby, except as otherwise expressly noted therein for (subject, in the case of unaudited financial interim statements, to ) customary year-end adjustments and the absence of complete footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP and its Subsidiaries as of the date thereof and their results of operations for . During the period covered thereby (subjectfrom January 2, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements 2010 to and including the Closing Date, except as set forth on Schedule 5.05(a), there has been (i) no Disposition sale, transfer or other disposition by the Company or any Recovery Event of its Subsidiaries of any material part of the business or property of the Loan Parties and their Company or any of its Subsidiaries, taken as a whole, whole and (ii) no purchase or other acquisition by the Company or any of them its Subsidiaries of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties Company and their Subsidiaries, its Subsidiaries taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and or has not otherwise been disclosed in writing to the Lenders on or Administrative Agent prior to the Closing Date. (db) The unaudited pro forma consolidated balance sheet of the Lead Borrower and its Restricted Subsidiaries contained in the Unaudited Financial Statements (the “Pro Forma Balance Sheet”) and the unaudited pro forma statement of income of the Lead Borrower and its Restricted Subsidiaries for the four-quarter period ending as of the date of such balance sheet (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such periods, as the case may be) to the Transactions, each material acquisition by the Lead Borrower and its Restricted Subsidiaries and the Company and its Subsidiaries, respectively, consummated after the date of such financial statements and prior to the Closing Date and all other transactions that would be required to be given pro forma effect (including other adjustments consistent with the definition of “Pro Forma Adjustment” or as otherwise agreed between the Lead Borrower and the Administrative Agent). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by Holdings to be reasonable as of the time of preparation thereof, and, subject to the foregoing, present fairly in all material respects on a pro forma basis the estimated financial position of Holdings and its Restricted Subsidiaries as at the last day for which the financial statements were delivered pursuant to Section 5.05(a) and their estimated results of operations for the periods covered thereby, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of the periods covered thereby. (c) Since the date of the Audited Financial StatementsClosing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP Borrower and its Subsidiaries dated October 29, 2005 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ending March 31ended on that date, 2015 in each case as set forth in the Borrower’s Form 10Q for such fiscal quarter (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements April 30, 2005 to and including the Closing Date, there has been no Disposition by the Borrower or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property Property of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties Borrower and their 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) Since The Closing Date Projections are based upon reasonable assumptions made known to the date Lenders and upon information not known to be incorrect or misleading in any material respect. (e) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated and, in the case of consolidating annual financial statements delivered pursuant to Section 7.01(a), consolidating, financial condition, results of operations and cash flows of the Audited Financial StatementsBorrower and its Subsidiaries as of such date and for such periods. (f) Since April 30, 2005 there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition any Loan Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, 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 financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , (ii) fairly present the financial condition of the MLP 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 (subjecttherein, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness Indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements unaudited quarterly consolidated and the unaudited consolidated financial statements consolidating balance sheet of the MLP Borrower and its Subsidiaries for the fiscal quarter ending ended March 31, 2015 2010, and the related consolidated and consolidating statement of income and the statement of cash flows for such fiscal quarter (i) were prepared in accordance with GAAP (excluding footnotes) consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and subject to ordinary, good faith year end audit adjustments, (ii) fairly present the financial condition of the MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness Indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and material Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event Involuntary Disposition of any material part of the business or property of the Loan Parties Borrower and their the Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties Borrower and their the 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 Lender on or prior to the Closing Date. (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Pre-Closing 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 MLP Loan Parties 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness Indebtedness and other liabilities, direct or contingentcontingent in accordance with GAAP, of the MLP Loan Parties and its their Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Pre-Closing Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 Pro Forma 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 MLP Loan Parties and its their Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness Indebtedness and other liabilities, direct or contingentcontingent in accordance with GAAP, of the MLP Loan Parties and its their Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Pre-Closing Financial Statements and the Interim Pre-Closing Financial Statements to and including the Closing Date, there has been no Disposition by the Loan Parties and their Subsidiaries, or any Recovery Event Involuntary Disposition, of any material part of the business or property Property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their 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) Since The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 6.01(a) and 6.01(b)) and present fairly (on the date basis disclosed in the footnotes to such financial statements) in all material respects the consolidated financial condition, results of operations and cash flows of the Audited Financial StatementsLoan Parties and their respective Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since September 30, 2018, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the consolidated financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) to the extent required by GAAP, show all material indebtedness and other material liabilities, direct or contingent, of the MLP Company and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements balance sheet of the MLP Company and its Subsidiaries dated September 30, 2018, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ending March 31, 2015 ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the consolidated financial condition of the MLP Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) to the extent required by GAAP, show all material indebtedness and other material liabilities, direct or contingent, of the MLP Company and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Restatement Effective Date, there has been no Disposition by the Company or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property Property of the Loan Parties Company and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties Company and their 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 Restatement Effective Date. (d) The Restatement Effective Date Projections are based upon assumptions that were reasonable in light of the conditions existing at the time of delivery to the Administrative Agent thereof, it being understood that projections, forecasts and other forward looking information are subject to significant contingencies and uncertainties, many of which are beyond the control of the Company and that no assurance can be given that such projections and forecasts will not change or be realized. (e) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Company and its Subsidiaries as of such date and for such periods. - 92 - (f) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP PRGX 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) to the extent required under GAAP to be reflected therein, show all material indebtedness and other liabilities, direct or contingent, of the MLP PRGX and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The 2017 Audited Financial Statements and the unaudited consolidated financial statements of the MLP PRGX and its Subsidiaries for the fiscal quarter ending March 31September 30, 2015 2018 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP PRGX and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) to the extent required under GAAP to be reflected therein, show all material indebtedness and other liabilities, direct or contingent, of the MLP PRGX and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the 2017 Audited Financial Statements to and including the Closing Date, there has been no Disposition Disposition, or any Recovery Event Event, of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their 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) Since the date of the 2017 Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a7.01(a) and 6.01(b7.01(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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all . Neither the Borrower nor any Subsidiary has contingent liabilities which are material indebtedness and other liabilities, direct or contingent, of to the MLP Borrower and its Subsidiaries Subsidiaries, taken as of a whole, other than as indicated in the date thereof, financial statements (including liabilities for taxes, material commitments and Indebtednessthe footnotes thereto) furnished pursuant to Section 7.01(a) or (b). (b) The Audited Financial Statements and the unaudited interim consolidated financial statements of the MLP Borrower and its Subsidiaries for the fiscal quarter ending March 31ended September 30, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby2011, except as otherwise expressly noted therein; (ii) fairly present in all material respects the consolidated financial condition of the MLP Borrower and its Subsidiaries as of the date thereof and their the consolidated results of their operations and cash flows for the period covered thereby periods then ended in conformity with GAAP applied on a consistent basis (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all . Neither the Borrower nor any Subsidiary has contingent liabilities which are material indebtedness and other liabilities, direct or contingent, of to the MLP Borrower and its Subsidiaries Subsidiaries, taken as of a whole, other than as indicated in such financial statements (including the date thereof, including liabilities for taxes, material commitments and Indebtednessfootnotes thereto). (c) From Except as set forth on Schedule 6.05(c), from the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event Involuntary Disposition of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their 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) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a7.01(a) and 6.01(b7.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, 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 MLP Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)covered; and (iii) show all material indebtedness and other material liabilities, direct or contingent, of the MLP Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, except as set forth on Schedule 6.05, there has been no Disposition or any Recovery Event Involuntary Disposition of any material part of the business or property of the Loan Parties Company and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties Company and their 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 financial statements delivered pursuant to Section 7.01(a) and 7.01(b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and 7.01(b)) and present fairly (on the basis disclosed in the footnotes to such annual audited financial statements) the consolidated financial condition, results of operations and cash flows of the Company and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements, and each of the annual financial statements delivered pursuant to Sections Section 6.01(a) and 6.01(b) , (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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP 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. (b) The Audited Financial Statements and the most recent monthly unaudited consolidated financial statements of the MLP Borrower and its Subsidiaries delivered to the Lender on or before the Closing Date, and the most recent quarterly unaudited consolidated financial statements of the Borrower and its Subsidiaries, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the such fiscal quarter ending March 31quarter, 2015 (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 MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subjectthereby, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP 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 footnote disclosures and to normal year-end adjustments. (c) From the date As of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event (i) part (a) of any material part Schedule 5.05 sets forth all Surviving Indebtedness of the business Borrower and its Subsidiaries, and (ii) part (b) of Schedule 5.05 sets forth all other material liabilities (except for liabilities arising under the Existing Subordinated Term Loan Agreement), direct or property contingent, of the Loan Parties Borrower and their Subsidiariesits consolidated Subsidiaries as of the Closing Date, taken as a wholeincluding liabilities for taxes and material commitments, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their Subsidiaries, taken as a whole, in each case, which is extent not reflected included in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing delivered to the Lenders Lender on or prior to before the Closing Date. (d) Since the date of the Audited Financial StatementsMarch 31, 2008 there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including the liabilities for taxes, material commitments and IndebtednessIndebtedness to the extent required to be shown on financial statements, or notes thereto, prepared in accordance with GAAP. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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, the consolidated financial condition of the MLP Borrower and its Subsidiaries as of the date thereof and their consolidated results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including the liabilities for taxes, material commitments and IndebtednessIndebtedness to the extent required to be shown on financial statements, or notes thereto, prepared in accordance with GAAP. (c) From the date of the Audited Financial Statements to and including the Closing Sixth Amendment Effective Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties Borrower and their 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 DateSixth Amendment Effective Date (it being understood that disclosures made in the filings of the Borrower with the SEC shall constitute disclosure in writing to the Lenders for purposes of this Section 6.05(c)). (d) Since The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the date basis disclosed in the footnotes to such financial statements), in all material respects, the consolidated financial condition, results of operations and cash flows of the Audited Financial StatementsBorrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since November 30, 2016, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a7.01(a) and 6.01(b7.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case to the extent required by GAAP. (b) The Audited Financial Statements and the unaudited consolidated quarterly financial statements of for the MLP Borrower and its Subsidiaries for the fiscal quarter ending March ended on or about December 31, 2015 2023 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP and its Subsidiaries subject Persons as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries subject Persons as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case to the extent required by GAAP. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing annual or quarterly 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) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a7.01(a) and 6.01(b7.01(b) (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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) in the case of the financial statements delivered pursuant to Section 7.01(a), show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be shown on financial statements, or the notes thereto, prepared in accordance with GAAP. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP Borrower and its Subsidiaries for the fiscal quarter ending March 31July 2, 2015 2022 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) in the case of the Audited Financial Statements, show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be shown on financial statements, or the notes thereto, prepared in accordance with GAAP. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their 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) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP Consolidated Parties dated December 31, 2002, and its Subsidiaries the related consolidated statements of income or operations, shareholders' equity and cash flows for the fiscal quarter ending March 31, 2015 ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) fairly present the financial condition of the MLP and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From During the date of the Audited Financial Statements period from September 30, 2002, to and including the Closing Date, there has been no Disposition sale, transfer or other disposition by any Recovery Event Consolidated Party of any material part of the business or property Property of the Loan Parties and their SubsidiariesConsolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their SubsidiariesConsolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) to the extent required under GAAP, show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (in accordance with GAAP, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) to the extent required under GAAP, show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Interim Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event Involuntary Disposition of any material part of the business or property of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties Borrower and their 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, except for (i) the acquisition of Detron Corporation B.V., (ii) the sale of assets to Nokia, Inc, (iii) the acquisition of the Europe, Middle East and Africa business of Wireless Facilities, Inc. and (iv) the sale of the Brazil Subsidiary, each as described in filings with the SEC. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated and, in the case of annual financial statements delivered pursuant to Section 7.01(a), consolidating, financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by any Loan Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, 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 financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition and results of operations and consolidated cash flows of Holdings and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. CHAR1\1323615v9 (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other material liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties Borrower and their 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 financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP Issuer and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein (subjecttherein, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Issuer and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) other than in respect of the Flash Interim 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 MLP Issuer and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); , and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Issuer and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, the Amendment No. 1 Closing Date, and the Combination Closing Date, there has been no Disposition by any Note Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a wholeany Note Party or any Subsidiary, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their Subsidiaries, taken as a wholeany Note Party or any Subsidiary, 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 Purchasers on or prior to the Closing Date, Amendment No. 1 Closing Date, or the Combination Closing Date, as applicable. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) or (b), as applicable) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Note Parties and their Subsidiaries as of the dates thereof and for the periods covered thereby. US-DOCS\136735424.9153072643.5 (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and IndebtednessIndebtedness in accordance with GAAP consistently applied. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and IndebtednessIndebtedness in accordance with GAAP consistently applied. (c) From the date of the Audited Financial Statements December 30, 2012 to and including the Closing First Amendment Effective Date, there has been no Disposition by the Company or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property Property of the Loan Parties Company and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property Property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties Company and their its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements Audited Financial Statements or in the notes thereto and or has not otherwise been disclosed publicly by the Company or in writing to the Lenders on or prior to the Closing First Amendment Effective Date. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP consistently applied (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Company and its Subsidiaries as of such date and for such periods. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.. #89182136v12

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and IndebtednessIndebtedness in accordance with GAAP consistently applied. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end year‑end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and IndebtednessIndebtedness in accordance with GAAP consistently applied. (c) From the date of the Audited Financial Statements January 3, 2016 to and including the Closing Effective Date, there has been no Disposition by the Borrower or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property Property of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property Property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements Audited Financial Statements or in the notes thereto and or has not otherwise been disclosed publicly by the Borrower or in writing to the Lenders on or prior to the Closing Effective Date. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP consistently applied (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of such date and for such periods. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Parent and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); adjustments and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Parent and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Funding Date, there has been no Disposition by any Loan Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, 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 Funding Date. (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the consolidated financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) to the extent required by GAAP, show all material indebtedness and other material liabilities, direct or contingent, of the MLP Company and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements balance sheet of the MLP Company and its Subsidiaries dated March 31, 2015, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ending March 31, 2015 ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the consolidated financial condition of the MLP Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) to the extent required by GAAP, show all material indebtedness and other material liabilities, direct or contingent, of the MLP Company and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by the Company or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property Property of the Loan Parties Company and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties Company and their 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 assumptions that were reasonable in light of the conditions existing at the time of delivery thereof, it being understood that projections, forecasts and other forward looking information are subject to significant contingencies and uncertainties, many of which are beyond the control of the Company and that no assurance can be given that such projections and forecasts will be realized. (e) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Company 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, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the NDC Audited Financial Statements each (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 statements delivered pursuant condition of the Borrower and its Subsidiaries or NDC 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 and its Subsidiaries or NDC and its Subsidiaries, as applicable, as of the date thereof, including liabilities for taxes, commitments and Indebtedness, required to Sections 6.01(abe reflected therein in accordance with GAAP. (b) and 6.01(b) The Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP 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 (subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries Subsidiaries, as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared required to be reflected therein in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and IndebtednessGAAP. (c) (i) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by the Borrower or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property Property of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and or has not otherwise been disclosed in SEC reports and filings made by the Borrower and publicly available prior to the Closing Date or otherwise in writing to the Lenders on or prior to the Closing Date and (ii) from the date of the NDC Audited Financial Statements to and including the Closing Date, there has been no Disposition by NDC or any Subsidiary, or any Involuntary Disposition, of any material part of the business or Property of NDC 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 NDC and its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in SEC reports and filings made by NDC and publicly available prior to the Closing Date or otherwise in writing to the Lenders on or prior to the Closing Date. (d) 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 in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of such date and for such periods. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect (determined, during the period prior to the Closing Date, as provided in Section 5.01(d)). (f) Since the date of the Audited Financial Statements, no Internal Control Event has occurred that could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) (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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP Borrower and its Subsidiaries for the fiscal quarter ending March 31June 30, 2015 2023 (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 MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties Borrower and their 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) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subjecttherein, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); , and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing FundingSecond Amendment Effective Date, there has been no Disposition by any Loan Party or any Recovery Event Subsidiary of any material part party of the business or property of the Loan Parties and their respective Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their respective 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 DateFundingSecond Amendment Effective Date or publicly filed under applicable securities laws. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) or (b), as applicable) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the consolidated financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) to the extent required by GAAP, show all material indebtedness and other material liabilities, direct or contingent, of the MLP Company and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements balance sheet of the MLP Company and its Subsidiaries dated September 30, 2022, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ending March 31, 2015 trailing nine (9) month period ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the consolidated financial condition of the MLP Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments)adjustment; and (iii) to the extent required by GAAP, show all material indebtedness and other material liabilities, direct or contingent, of the MLP Company and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Restatement Effective Date, there has been no Disposition by the Company or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property Property of the Loan Parties Company and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties Company and their 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 Restatement Effective Date. (d) The Restatement Effective Date Projections are based upon assumptions that were reasonable in light of the conditions existing at the time of delivery to the Administrative Agent thereof, it being understood that projections, forecasts and other forward looking information are subject to significant contingencies and uncertainties, many of which are beyond the control of the Company and that no assurance can be given that such projections and forecasts will not change or be realized. (e) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Company 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, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event Involuntary Disposition of any material part of the business or property of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties Borrower and their 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 the Borrower's public filings or in writing to the Lenders on or prior to the Closing DateSchedule 6.05(c). (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subjecttherein, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); , and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Funding Date, there has been no Disposition by any Loan Party or any Recovery Event Subsidiary of any material part party of the business or property of the Loan Parties and their respective Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their respective 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 DateFunding Date or publicly filed under applicable securities laws. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) or (b), as applicable) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a7.01(a) and 6.01(b7.01(b) (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, the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated and consolidating financial statements of the MLP Borrower and its Subsidiaries for the fiscal quarter quarters ending March 31, 2015 2008, June 30, 2008 and September 30, 2008 (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, the financial condition of the MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event Involuntary Disposition of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their 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) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Funding Date, there has been no Disposition any Loan Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, 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 Funding Date. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a7.01(a) and 6.01(b7.01(b) (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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) in the case of the financial statements delivered pursuant to Section 7.01(a), show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be shown on financial statements, or the notes thereto, prepared in accordance with GAAP. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP Borrower and its Subsidiaries for the fiscal quarter ending March 31April 3, 2015 2021 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) in the case of the Audited Financial Statements, show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be shown on financial statements, or the notes thereto, prepared in accordance with GAAP. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their 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) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Company’s audited consolidated financial statements for the fiscal year ended October 31, 2016 delivered pursuant to Sections 6.01(aSection 7.01(a) and 6.01(b) of the Agreement (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the Company’s unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March ended July 31, 2015 2017 delivered pursuant to Section 7.01(b) of the Agreement (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by any Loan Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, 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 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 (as applicable)) the consolidated financial condition, results of operations and cash flows of the Company and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by any Loan Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, 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) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a7.01(a) and 6.01(b) 7.01(b) (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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) in the case of the financial statements delivered pursuant to Section 7.01(a), show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be shown on financial statements, or the notes thereto, prepared in accordance with GAAP. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP Borrower and its Subsidiaries for the fiscal quarter ending March 31June 30, 2015 2024 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) in the case of the Audited Financial Statements, show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be shown on financial statements, or the notes thereto, prepared in accordance with GAAP. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their 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) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) Acadia Audited Financial Statements and 6.01(b) the YFCS 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 MLP and its Subsidiaries Persons covered thereby 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtednesstherein. (b) The Audited Acadia Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 YFCS Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the MLP and its Subsidiaries Persons covered thereby as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Acadia Audited Financial Statements Statements, in the case of the Persons covered thereby, and the YFCS Audited Financial Statements, in the case of the Persons covered thereby, to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Loan Parties Parent and their its Subsidiaries (including YFCS and its Subsidiaries), taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties Parent and their its Subsidiaries (including YFCS and its Subsidiaries), taken as a whole, in each case, which is not reflected in the foregoing financial statements Acadia Interim Financial Statements or in the notes thereto YFCS Interim Financial Statements, as applicable, and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) Since The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material respects (on the date basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Audited Financial StatementsParent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since December 31, 2009, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the consolidated financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other material liabilities, direct or contingent, of the MLP Company and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness, to the extent required by GAAP. (b) The Audited Financial Statements and the unaudited consolidated financial statements balance sheet of the MLP Company and its Subsidiaries dated June 30, 2010 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ending March 31, 2015 ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the consolidated financial condition of the MLP Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), 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 MLP Company and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by the Company or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property Property of the Loan Parties Company and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties Company and their 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 assumptions that were reasonable in light of the conditions existing at the time of delivery thereof, it being understood that projections, forecasts and other forward looking information are subject to significant contingencies and uncertainties, many of which are beyond the control of the Company and that no assurance can be given that such projections and forecasts will be realized. (e) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Company 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, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From Except as set forth on Schedule 6.05, from the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition Disposition, by any Loan Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, 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 financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Closing Date 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 MLP 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 (subjecttherein, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); , and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Closing Date Audited Financial Statements to and including the Closing Date, there has been no Disposition by any Loan Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, 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) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition any Loan Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, 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 financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP Consolidated Parties dated March 31, 2003, and its Subsidiaries the related consolidated statements of income or operations, shareholders' equity and cash flows for the fiscal quarter ending March 31, 2015 ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) fairly present the financial condition of the MLP and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From During the date of the Audited Financial Statements period from December 31, 2002 to and including the Closing Date, there has been no Disposition sale, transfer or other disposition by any Recovery Event Consolidated Party of any material part of the business or property Property of the Loan Parties and their SubsidiariesConsolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their SubsidiariesConsolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition any Loan Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, 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 financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other material liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), 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 MLP Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Interim Financial Statements to and including the Closing Date, there has been no Disposition by the Borrower or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property Property of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties Borrower and their 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) Since The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the date basis disclosed in the footnotes to such financial statements) the consolidated and, in the case of annual financial statements delivered pursuant to Section 7.01(a), consolidating, financial condition, results of operations and cash flows of the Audited Financial StatementsBorrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since December 31, 2003 there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Each of the Audited Financial Statements (i) were was 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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereofSubsidiaries, including liabilities for taxes, material commitments and IndebtednessIndebtedness to the extent disclosure of the same (including disclosure in the notes to financial statements) would be required to be disclosed under GAAP. (b) The Audited Each of the Lehigh Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were was 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 MLP Lehigh and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)thereby; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Lehigh and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and IndebtednessIndebtedness to the extent disclosure of the same (including disclosure in the notes to financial statements) would be required to be disclosed under GAAP. (ci) From The financial reports delivered pursuant to Sections 4.01(a)(viii)(B) were prepared in accordance with GAAP consistently applied throughout the date period covered thereby, except as otherwise expressly noted therein and except, in the case of the Audited Financial Statements to interim financial statements provided therewith, no footnoted disclosures required by GAAP were provided; and including the Closing Date, there has been no Disposition or any Recovery Event of any material part (ii) each of the business or property of pro forma balance sheet and the Loan Parties and their Subsidiariespro forma income statement, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation giving effect to the consolidated Lehigh Acquisition, delivered pursuant to Section 4.01(a)(viii)(C) and (D) (I) fairly presents in all material respects the pro forma financial condition of the Loan Parties Borrower and their Subsidiariesits Subsidiaries as of the date thereof on a pro forma basis, taken and (II) shows all direct, non-contingent material indebtedness and other liabilities of the Borrower and its Subsidiaries as a wholeof the date thereof, in each caseincluding direct, which is not reflected in non-contingent liabilities for taxes, material commitments and Indebtedness, pro forma for 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 DateLehigh Acquisition. (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, known contingent material liabilities of the MLP and its Subsidiaries Consolidated Parties as of the date thereof, including material liabilities for taxesTaxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements balance sheet of the MLP and its Subsidiaries for the fiscal quarter ending Consolidated Parties dated March 31, 2015 2011, and the related unaudited consolidated statements of income or operations, partners’ capital and cash flows for the three month period ended on that date, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) fairly present the financial condition of the MLP and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. To the extent not described in the immediately preceding clause (a)(iii); and (iii) show , Schedule 9.1.5 sets forth all material indebtedness and other liabilities, direct material liabilities or contingent, known material contingent liabilities of the MLP and its Subsidiaries Consolidated Parties as of the date thereofof the applicable financial statements referenced in this clause (b), including material liabilities for taxesTaxes, material commitments and Indebtedness. (c) From During the date of the Audited Financial Statements period from December 31, 2010, to and including the Closing Date, there has been no Disposition sale, transfer or other disposition by any Recovery Event Consolidated Party of any material part of the business or property Property of the Loan Parties and their SubsidiariesConsolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their SubsidiariesConsolidated Parties, taken as a whole, in each AMENDED AND RESTATED CREDIT AGREEMENT — Page 70 case, which is not other than as reflected in the foregoing financial statements or in the notes thereto and has not or otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) The financial statements delivered pursuant to Section 10.1.1(a), (b) and (c) will be prepared in accordance with GAAP and when delivered will present fairly (except as may otherwise be permitted under Section 10.1.1(a), (b) and (c)), on the basis disclosed in the footnotes to such financial statements, if any, the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. (e) 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. (f) The forecasts delivered to Lenders were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of their future financial performance during the period covered by such forecasts. The Agent, the Issuing Bank and the Lenders hereby acknowledge that forecasts and estimates of future financial performance are inherently uncertain and no assurances have been given, and no representations or warranties have been made by any Consolidated Party, that the results reflected in the forecasts will be achieved. (g) For the avoidance of doubt, Calumet GP is not a Consolidated Party and it shall not be included in the consolidated financial statements of the Consolidated Parties to be prepared in accordance with this Agreement.

Financial Statements; No Material Adverse Effect. (a) [Reserved]; (b) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereintherein or set forth on Schedule 6.05(b); (ii) fairly present in all material respects the financial condition of the MLP 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 (subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Interim Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties Borrower and their 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) Since The financial statements delivered pursuant to Section 7.01(a) and (c) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (c)) and present fairly (on the date basis disclosed in the footnotes to such financial statements) in all material respects the consolidated and consolidating financial condition, results of operations and cash flows of (i) prior to the Amendment Effective Date, the Borrower and its Subsidiaries or the Primary Group, as applicable, and (ii) from and after the Amendment Effective Date, Holdings and its Subsidiaries or the Primary Group, as applicable, as of the Audited Financial Statementsdates thereof and for the periods covered thereby. (e) Since December 31, 2012, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a7.01(a) and 6.01(b7.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case to the extent required by GAAP. (b) The Audited Financial Statements and the unaudited consolidated quarterly financial statements of for the MLP Borrower and its Subsidiaries for the fiscal quarter ending March 31ended September 30, 2015 2017 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP and its Subsidiaries subject Persons as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries subject Persons as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case to the extent required by GAAP. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing annual or quarterly 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) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a7.01(a) and 6.01(b7.01(b) (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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) in the case of the financial statements delivered pursuant to Section 7.01(a), show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be shown on financial statements, or the notes thereto, prepared in accordance with GAAP. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP Borrower and its Subsidiaries for the fiscal quarter ending March 31September 29, 2015 2012 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) in the case of the Audited Financial Statements, show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be shown on financial statements, or the notes thereto, prepared in accordance with GAAP. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their 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) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the unaudited consolidated financial statements delivered pursuant to Sections 6.01(a) of the Company and 6.01(b) its Subsidiaries for the fiscal quarter ending September 30, 2010 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments; (ii) fairly present in all material respects the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Company and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event Involuntary Disposition of any material part of the business or property of the Loan Parties Company and their its Subsidiaries, taken as a whole, and no purchase or other acquisition Acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties Company and their 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 the SEC Reports or otherwise in writing to the Lenders on or prior to the Closing Date. (c) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated and, in the case of annual financial statements delivered pursuant to Section 7.01(a)(ii), consolidating, financial condition, results of operations and cash flows of the Company and its Subsidiaries as of the dates thereof and for the periods covered thereby. (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries dated September 30, 2015, and the unaudited related consolidated financial statements of the MLP income or operations, shareholders’ equity and its Subsidiaries cash flows for the fiscal quarter ending March 31, 2015 ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) fairly present the financial condition of the MLP and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From During the date of the Audited Financial Statements period from December 31, 2014, to and including the Closing Date, there has been no Disposition sale, transfer or other disposition by any Recovery Event Consolidated Party of any material part of the business or property Property of the Loan Parties and their SubsidiariesConsolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their SubsidiariesConsolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) 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. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Borrower and its Subsidiaries (on a consolidated basis) as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); adjustments and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Effective Date, there has been no Disposition by any Loan Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the any Loan Parties and their Subsidiaries, taken as a wholeParty or any Subsidiary, 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 Effective Date. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) or (b), as applicable) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP IFRS 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 MLP Issuer and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein (subjecttherein, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Issuer and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP IFRS 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 MLP Issuer and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); , and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Issuer and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by any Note Party or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a wholeany Note Party or any Subsidiary, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their Subsidiaries, taken as a wholeany Note Party or any Subsidiary, 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 Purchasers on or prior to the Closing Date. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with IFRS (except as may otherwise be permitted under Section 7.01(a) or (b), as applicable) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Issuer and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) 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. (i) The Preliminary Audited Financial Statements fairly present in all material respects the financial condition of the Issuer and its Subsidiaries as of the date hereof and their results of operations for the period covered thereby and show all material indebtedness and other liabilities, direct or contingent, of the Issuer and its Subsidiaries as of the date hereof, including material liabilities for taxes, material commitments and Indebtedness, and (ii) the Responsible Officers of the Note Parties reasonably expect that (x) the final, audited version of the Preliminary Audited Financial Statements to be delivered pursuant to Section 7.01(a) will not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and (y) there will be no material changes to the indebtedness or liabilities of the Issuer and its Subsidiaries reflected on the Preliminary Audited Financial Statements.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections Section 6.01(a) and 6.01(b) (b) (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP Borrower and its Subsidiaries on a consolidated (and, as applicable, consolidating) basis as of the date dates thereof and their results of operations and cash flows for the period periods covered thereby (and such consolidating financial statements are fairly stated in accordance with GAAP consistently applied throughout all material respects when considered in relation to the period covered therebyconsolidated financial statements), except as otherwise expressly noted therein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date dates thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 Interim 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 the financial condition of the MLP Borrower and its Subsidiaries on a consolidated (and, as applicable, consolidating) basis as of the date dates thereof and their results of operations and cash flows for the period periods covered thereby (and such consolidating financial statements are fairly stated in all material respects when considered in relation to the consolidated financial statements), subject, in the case of unaudited financial statementsthe Interim Financial Statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date dates thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties Borrower and their 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) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The audited financial statements delivered pursuant to Sections 6.01(aof the Borrower and its Subsidiaries referenced in Section 4.01(e) (for the avoidance of doubt, not including the financial statements of Tanzanite and 6.01(bits Subsidiaries) and, as applicable after delivery thereof, Section 4.02(g) (for the avoidance of doubt, not including the financial statements of Tanzanite and its Subsidiaries) , (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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries Subsidiaries, on a consolidated basis, as of the date thereof, including liabilities for taxes, material commitments and IndebtednessIndebtedness to the extent required to be shown under GAAP. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP Borrower and its Subsidiaries referenced in Section 4.01(e) (for the fiscal quarter ending March 31avoidance of doubt, 2015 not including the financial statements of Tanzanite and its Subsidiaries) and, as applicable after delivery thereof, Section 4.02(g) (for the avoidance of doubt, not including the financial statements of Tanzanite and its Subsidiaries) (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 MLP Borrower and its Subsidiaries Subsidiaries, as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing DateSince December 31, there has been no Disposition or any Recovery Event of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their 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) Since the date of the Audited Financial Statements2014, 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 pro forma financial statements referenced in Section 4.02

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, known contingent material liabilities of the MLP and its Subsidiaries Consolidated Parties as of the date thereof, including material liabilities for taxesTaxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements balance sheet of the MLP and its Subsidiaries for the fiscal quarter ending Consolidated Parties dated March 31, 2015 2011, and the related unaudited consolidated statements of income or operations, partners’ capital and cash flows for the three month period ended on that date, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) fairly present the financial condition of the MLP and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. To the extent not described in the immediately preceding clause (a)(iii); and (iii) show , Schedule 9.1.5 sets forth all material indebtedness and other liabilities, direct material liabilities or contingent, known material contingent liabilities of the MLP and its Subsidiaries Consolidated Parties as of the date thereofof the applicable financial statements referenced in this clause (b), including material liabilities for taxesTaxes, material commitments and Indebtedness. (c) From During the date of the Audited Financial Statements period from December 31, 2010, to and including the Closing Date, there has been no Disposition sale, transfer or other disposition by any Recovery Event Consolidated Party of any material part of the business or property Property of the Loan Parties and their SubsidiariesConsolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their SubsidiariesConsolidated Parties, taken as a whole, in each case, which is not other than as reflected in the foregoing financial statements or in the notes thereto and has not or otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) The financial statements delivered pursuant to Section 10.1.1(a), (b) and (c) will be prepared in accordance with GAAP and when delivered will present fairly (except as may otherwise be permitted under Section 10.1.1(a), (b) and (c)), on the basis disclosed in the footnotes to such financial statements, if any, the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. (e) 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. (f) The forecasts delivered to Lenders were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of their future financial performance during the period covered by such forecasts. The Agent, the Issuing Bank and the Lenders hereby acknowledge that forecasts and estimates of future financial performance are inherently uncertain and no assurances have been given, and no representations or warranties have been made by any Consolidated Party, that the results reflected in the forecasts will be achieved. (g) For the avoidance of doubt, Calumet GP is not a Consolidated Party and it shall not be included in the consolidated financial statements of the Consolidated Parties to be prepared in accordance with this Agreement.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by the Borrower or any Recovery Event Subsidiary, or any Involuntary Disposition, of any material part of the business or property Property of the Loan Parties Borrower and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties Borrower and their 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 financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) Since the date of the Audited Financial Statements, Statements there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a7.01(a) and 6.01(b7.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the consolidated financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) as and to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the consolidated financial condition of the MLP 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 unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)thereby; and (iii) as and to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event Involuntary Disposition of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their 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) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant referred to in Sections 6.01(a) 5.01 and 6.01(b) 7.01 (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 MLP Parent 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 (subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); adjustments for the unaudited financial statements. Set forth on Schedule 6.05 hereto is a complete and (iii) show correct list of all material indebtedness credit agreements, indentures, purchase agreements, obligations in respect of letters of credit, guarantees, joint venture agreements, and other liabilities, direct instruments in effect or contingent, of the MLP and its Subsidiaries to be in effect as of the date thereofClosing Date providing for, including liabilities for taxesevidencing, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements securing or otherwise relating to any Indebtedness of the MLP Company or any of its Subsidiaries, and all material obligations of the Company or any of its Subsidiaries to issuers of material surety or appeal bonds issued for the fiscal quarter ending March 31, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition account of the MLP and its Subsidiaries Company or any such Subsidiary as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part and correctly sets forth the names of the business debtor and creditor with respect to the Indebtedness obligations outstanding or to be outstanding and the property subject to any Lien securing such Indebtedness obligation as of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and Closing Date. The Company has not otherwise been disclosed in writing heretofore delivered to the Lenders a complete and correct copy of all such material credit agreements, indentures, purchase agreements, contracts, letters of credit, guarantees, joint venture agreements, or other instruments, including any modifications or supplements thereto, as in effect on or prior to the Closing Date. (db) Since the date of the Audited Financial StatementsDecember 31, 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. (c) [Reserved.] (d) The consolidated forecasted balance sheet and statements of income and cash flows of the Loan Parties and their Subsidiaries delivered pursuant to Section 5.01(b)(ii) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing and known to the Company at the time of delivery of such forecasts, and, based on such assumptions, represented, at the time of delivery, the Loan Parties’ best estimate of its future financial performance.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the MLP and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries dated September 30, 2012, and the unaudited related consolidated financial statements of the MLP income or operations, shareholders’ equity and its Subsidiaries cash flows for the fiscal quarter ending March 31, 2015 ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) fairly present the financial condition of the MLP and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From During the date of the Audited Financial Statements period from December 31, 2011, to and including the Closing Date, there has been no Disposition sale, transfer or other disposition by any Recovery Event Consolidated Party of any material part of the business or property Property of the Loan Parties and their SubsidiariesConsolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their SubsidiariesConsolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) 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. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) (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, the financial condition of the MLP 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the MLP Borrower and its Subsidiaries for the fiscal quarter ending March 31September 30, 2015 2013 (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, the financial condition of the MLP Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the MLP Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required by GAAP. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their 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) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) 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 MLP McAfee 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 (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments)therein; and (iii) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of the MLP McAfee and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Audited Interim Financial Statements and the unaudited consolidated financial statements of the MLP and its Subsidiaries for the fiscal quarter ending March 31, 2015 (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 MLP McAfee and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (thereby, subject, in the case of unaudited financial statementsclauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments); and (iii) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of the MLP McAfee and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition or any Recovery Event Involuntary Disposition of any material part of the business or property of the Loan Parties McAfee and their its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties McAfee and their its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or in a subsequent filing with the SEC prior to the Closing Date and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated and, in the case of annual financial statements delivered pursuant to Section 7.01(a), consolidating, financial condition, results of operations and cash flows of McAfee and its Subsidiaries as of the dates thereof and for the periods covered thereby. (e) 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 (it being understood that any litigation settlement that has been disclosed by McAfee in its SEC filings during calendar year 2008 prior to the Closing Date will not be considered to have had a Material Adverse Effect).