Financial Statements. Sellers have made available to Purchaser complete and correct copies of # the audited combined and consolidated balance sheets of RAHI as of December 31, 2016 and December 31, 2015, and the related combined and consolidated statements of operations, comprehensive income, cash flows and changes in equity for each of the two (2) years in the periods ended December 31, 2016 and December 31, 2015 (the “Audited Financial Statements”) and # the unaudited consolidated balance sheet of the Business of the Target Entities except RAIH for the one-month period ended as of January 31, 2018 (the “Latest Balance Sheet”), and the related unaudited consolidated statements of income for the one-month period ended as of January 31, 2018 (the “Unaudited Financial Statements”; and together with the Audited Financial Statements, the “Financial Statements”), true and complete copies of which are set forth in [Schedule 4.4]. The Financial Statements, in all material respects, # have been prepared from, are in accordance with, and accurately reflect the books and records of the applicable Target Entities (except as may be indicated in the notes thereto), # fairly present the combined financial position and combined results of operations and cash flows of the Business of the applicable Target Entities as of the respective dates or for the respective time periods set forth therein and # have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of the Unaudited Financial Statements, for normal and recurring year-end adjustments).

​ will furnish (or make available via the IntraLinks website or the Securities and Exchange Commission EDGAR website) the following to the Agent and each Bank (if not provided via IntraLinks, in duplicate if so requested):

The financial statements and supporting schedules included in the Company’s periodic filings filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 10-K for the years ended September 30, 2016 and 2015 are complete and correct in all material respects and present fairly in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates specified (subject to normal year-end audit adjustments in the case of unaudited interim financial statements) and the consolidated results of their operations for the periods specified (subject to normal year-end audit adjustments in the case of unaudited interim financial statements); such financial statements, including the related schedules and notes thereto, were prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) on a consistent basis during the periods involved, except as indicated therein or in the notes thereto. None of the Company nor any of the Subsidiaries has any material liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due) known to the Company, other than: # liabilities disclosed in any report filed by the Company under the Exchange Act including Form 10-K, Forms 10-Q and Forms 8-K filed prior to the date of this Agreement (collectively, the “Exchange Act Reports”), # liabilities which have arisen after the date of the last Exchange Act Report in the ordinary course of business, # liabilities set forth on [Schedule 3.7], and # liabilities which would not have, in aggregate, a Material Adverse Effect.

Financial Statements. The consolidated financial statements of the Company and the related notes thereto included in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the 1933 Act and the related rules and regulations of the Commission; present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; and have been prepared in conformity with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as noted therein); and

Financial Statements. The Agent shall have received balance sheets with respect to each Property and each Guarantor for the most recent Fiscal Year and calendar quarter and statements of income and statements of cash flows with respect to each Property and each Guarantor for the most recent Fiscal Year and calendar quarter, each in form and substance satisfactory to the Agent.

Financial Statements. The # consolidated balance sheets, and related statements of income, cash flow and shareholder’s equity, of ​ and its Subsidiaries (“Titan’s Financial Statements”) and # the consolidated balance sheet and related statements of income and cash flow of ​ and its Domestic Subsidiaries (excluding its Foreign Subsidiaries) (the “Borrowers’ Financial Statements”) that have been and are hereafter delivered to Agent, are prepared in accordance with GAAP, and fairly present the financial positions and results of operations of Titan and its Subsidiaries or the Borrowers and their Domestic Subsidiaries (excluding their Foreign Subsidiaries), as the case may be, at the dates and for the periods indicated, subject, in the case of the unaudited statements, to the absence of footnotes and to normal year-end adjustments. All projections delivered from time to time to Agent have been prepared in good faith, based on reasonable assumptions in light of the circumstances at such time. Lenders acknowledge that such projections are subject to a number of risks and uncertainties which are beyond Borrowers’ control and that there is no assurance that such projections will, in fact, transpire. Since December 31, 2015, there has been no change in the condition, financial or otherwise, of any Borrower or its Domestic Subsidiaries that could reasonably be expected to have a Material Adverse Effect. No financial statement delivered to Agent at any time contains any untrue statement of a material fact, nor fails to disclose any material fact necessary to make such statement not materially misleading.

Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

Financial Statements. The October 2, 2016 audited annual consolidated financial statements of ​ and its Subsidiaries and the January 1, 2017 quarterly consolidated financial statements of ​ and its Subsidiaries, each heretofore delivered to the Lenders, were prepared in accordance with generally accepted accounting principles in effect in the United States of America on the date such statements were prepared and fairly present the consolidated financial condition and operations of ​ and its Subsidiaries at such date and the consolidated results of their operations for the period then ended (subject to year-end audit adjustments and the absence of footnotes in the case of the quarterly financial statements).

Historical Financial Statements. ​ and the Administrative Agent shall have received the Historical Financial Statements.

Company Financial Statements. The financial statements of the Company included in the Company’s Reports (including the related notes, where applicable), which have been made available to the ​ # have been prepared from, and are in accordance with, the books and records of the Company; # fairly present in all material respects the results of operations, cash flows, changes in stockholders’ equity and financial position of the Company and its consolidated Subsidiaries, for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), as applicable; # complied as to form, as of their respective dates of filing in all material respects with applicable accounting and banking requirements as applicable, with respect thereto; and # have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company does not have any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) required to be reflected on or reserved against in a balance sheet prepared in accordance with GAAP, except for those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company contained in the Company’s Reports for the Company’s most recently completed quarterly or annual fiscal period, as applicable, and for liabilities incurred in the ordinary course of business consistent with past practice or in connection with this Agreement and the transactions contemplated hereby.