The audited consolidated balance sheet of Borrower and its Subsidiaries, and the related audited consolidated statements of income, cash flows and retained earnings of Borrower and its Subsidiaries for the fiscal year ended ​, copies of which have been furnished to Lender prior to the Effective Date, present fairly in all material respects the consolidated financial position of Borrower and its Subsidiaries at the respective dates of such balance sheets and the consolidated results of the operations of Borrower for the respective periods covered thereby. The foregoing historical financial statements have been prepared in accordance with generally accepted accounting principles consistently applied.

The auditedunaudited consolidated balance sheetsheets of the Borrower and its Subsidiaries dated ​ and ​, and the related consolidated statements of income or operations, shareholders' equity and cash flows for the fiscal quarter ended on that date # were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and # fairly present the financial condition of the Borrower and its Subsidiaries, and the related audited consolidated statements of income, cash flows and retained earnings of Borrower and its Subsidiaries for the fiscal year ended ​, copies of which have been furnished to Lender prior to the Effective Date, present fairly in all material respectsrespects, as of the consolidated financial position of Borrowerdate thereof and its Subsidiaries at the respective dates of such balance sheets and the consolidatedtheir results of the operations of Borrower for the respective periodsperiod covered thereby. The foregoing historical financial statements have been preparedthereby, subject, in accordance with generally accepted accounting principles consistently applied.the case of [clauses (i) and (ii)])], to the absence of footnotes and to normal year-end audit adjustments.

The audited consolidated balance sheet of the Borrower and its Subsidiaries,as of ​ and the related audited consolidated statements of income, shareholders’ equity and cash flows and retained earnings of Borrower and its Subsidiaries for the fiscal yearFiscal Year then ended, reported on by Grant Thornton LLP, copies of which have been delivered to the Administrative Agent for delivery to each of the Lenders, and the unaudited consolidated financial statements of the Borrower for the interim period ended ​, copies of which have been furnisheddelivered to Lender prior toeach of the Effective Date, presentLenders, fairly present, in all material respectsconformity with GAAP, the consolidated financial position of the Borrower and its Consolidated Subsidiaries at the respective datesas of such balance sheetsdates and thetheir consolidated results of the operations of Borrowerand cash flows for the respectivesuch periods covered thereby. The foregoing historical financial statements have been prepared in accordance with generally accepted accounting principles consistently applied.stated.

The auditedunaudited consolidated balance sheetsheets of the Borrower and its Subsidiaries dated ​ and ​, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date # were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and # fairly present the financial condition of the Borrower and its Subsidiaries, and the related audited consolidated statements of income, cash flows and retained earnings of Borrower and its Subsidiaries for the fiscal year ended ​, copies of which have been furnished to Lender prior to the Effective Date, present fairly in all material respectsrespects, as of the consolidated financial position of Borrowerdate thereof and its Subsidiaries at the respective dates of such balance sheets and the consolidatedtheir results of the operations of Borrower for the respective periodsperiod covered thereby. The foregoing historical financial statements have been preparedthereby, subject, in accordance with generally accepted accounting principles consistently applied.the case of [clauses (i) and (ii)])], to the absence of footnotes and to normal year-end audit adjustments.

The auditedBorrower has heretofore furnished to the Lenders its consolidated balance sheet of Borrower and its Subsidiaries, and the related audited consolidated statements of income, stockholders equity and cash flows and retained earningsas of Borrower and its Subsidiaries for the fiscal year ended ​, copies of which have been furnished to Lender prior toreported on by the Effective Date,Accounting Firm. Such financial statements present fairlyfairly, in all material respectsrespects, the consolidated financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries at the respective datesas of such balance sheetsdates and the consolidated results of the operations of Borrower for the respectivesuch periods covered thereby. The foregoing historical financial statements have been prepared in accordance with generally accepted accounting principles consistently applied.GAAP.

The audited consolidated balance sheet of the Borrower and its Subsidiaries,as of December 31, 20152020 and the related audited consolidated statements of income, shareholders’ equity and cash flows and retained earnings of Borrower and its Subsidiaries for the fiscal year ended ​,Fiscal Year then ended, reported on by Grant Thornton LLP, copies of which have been furnished to Lender priordelivered to the Effective Date, presentAdministrative Agent for delivery to each of the Lenders, and the unaudited consolidated financial statements of the Borrower for the interim periodperiods ended SeptemberMarch 31, 2021 and June 30, 20162021, copies of which have been delivered to each of the Lenders, fairly present, in all material respectsconformity with GAAP, the consolidated financial position of the Borrower and its Consolidated Subsidiaries at the respective datesas of such balance sheetsdates and thetheir consolidated results of the operations of Borrowerand cash flows for the respectivesuch periods covered thereby. The foregoing historical financial statements have been prepared in accordance with generally accepted accounting principles consistently applied.stated.

The audited consolidatedConsolidated balance sheet of the Borrower and its Subsidiaries,Subsidiaries as at ​, and the related audited consolidatedConsolidated statements of income,income and cash flows and retained earnings of the Borrower and its Subsidiaries for the fiscal year ended ​,then ended, accompanied by an opinion of PricewaterhouseCoopers LLP, independent public accountants, copies of which have been furnished to Lender prior toeach Lender, fairly present the Effective Date, present fairly in all material respectsConsolidated financial condition of the consolidated financial position of Borrower and its Subsidiaries as at the respective dates of such balance sheetsdate and the consolidatedConsolidated results of the operations of the Borrower and its Subsidiaries for the respective periods covered thereby. The foregoing historical financial statements have been preparedperiod ended on such date, all in accordance with generally accepted accounting principles consistently applied. Except for the Disclosed Matters, no Material Adverse Change has occurred and is continuing since ​.

#The audited consolidated balance sheetsheets of the Borrower and its Subsidiaries,Restricted Subsidiaries as at ​, 2016 and 2017, and the related audited consolidated statements of income, stockholder’s equity and cash flows and retained earnings of Borrower and its Subsidiaries for the fiscal yearyears ended ​, copies2016 and 2017, reported on by and accompanied by reports thereon of which have been furnished to Lender prior to the Effective Date,PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries as at the respective dates of such balance sheetsdates, and the consolidated results of operations and consolidated cash flows of the operations of Borrower and its Subsidiaries for the respective periods covered thereby.fiscal years then ended. The foregoing historicalunaudited consolidated balance sheet of the Borrower and its Subsidiaries as at ​, ​, and ​, and the related consolidated statements of income and of cash flows for the respective fiscal quarters then ended, present fairly in all material respects the consolidated financial statementsposition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and any notes thereto, have been prepared in accordance with generally accepted accounting principlesGAAP applied consistently applied.throughout the periods involved (except as disclosed therein, and, in the case of the unaudited financial statements, subject to normal period-end adjustments and the absence of footnotes).

The auditedunaudited consolidated balance sheet of Borrower and its Subsidiaries, and the related audited consolidated statements of income, cash flows and retained earnings of Borrower and its Subsidiaries dated ​, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal yearquarter ended ​, copies of which have been furnished to Lender prior toon that date # were prepared in accordance with GAAP consistently applied throughout the Effective Date,period covered thereby, except as otherwise expressly noted therein, # fairly present fairly in all material respects the consolidated financial positioncondition of the Borrower and its Subsidiaries atas of the respective dates of such balance sheetsdate thereof and the consolidatedtheir results of the operations of Borrower for the respective periodsperiod covered thereby. The foregoing historical financial statements have been preparedthereby and # show all material indebtedness and other liabilities and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required to be disclosed therein in accordance with generally accepted accounting principles consistently applied.GAAP, subject, in the case of [clauses (i) and (ii)])], to the absence of footnotes and to normal year-end audit adjustments.

Section # Financial Reports. As of the Closing Date, the consolidated balance sheet of the Borrower and its Subsidiaries,Subsidiaries as at ​, and the related audited consolidated statements of income, retained earnings and cash flows and retained earnings of the Borrower and its Subsidiaries for the fiscal year endedthen ended, and accompanying notes thereto, which financial statements are accompanied by the audit report of BDO USA, LLP, independent public accountants, and the unaudited interim consolidated balance sheet of the Borrower and its Subsidiaries as at ​, copiesand the related consolidated statements of which have beenincome, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, heretofore furnished to Lender prior to the Effective Date,Administrative Agent and the Lenders, fairly present fairly in all material respects the consolidated financial positioncondition of the Borrower and its Subsidiaries as at the respectivesaid dates of such balance sheets and the consolidated results of thetheir operations of Borrowerand cash flows for the respective periods covered thereby. The foregoing historicalthen ended in conformity with GAAP applied on a consistent basis. Neither the Borrower nor any of its Restricted Subsidiaries has contingent liabilities which are material to it other than as indicated on such financial statements have been prepared in accordanceor, with generally accepted accounting principles consistently applied.respect to future periods, on the financial statements furnished pursuant to [Section 8.05].