The balance sheet and the related statements of income and of cash flows of the Parent Borrower for fiscal year ​ audited by Ernst & Young, L.L.P. present fairly, in all material respects, the financial condition of the Parent Borrower and its Subsidiaries on a consolidated basis as of such date and results of their operations on a consolidated basis for the period then ended. The balance sheet and the related statements of income and of cash flows of the Parent Borrower for fiscal quarter ended ​ present fairly, in all material respects, the financial condition of the Parent Borrower and its Subsidiaries on a consolidated basis as of such date and results of their operations on a consolidated basis for the period then ended, subject to the absence of footnotes and to normal year-end audit adjustments. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein).

The unaudited consolidated balance sheet of the Principal Borrower and its Subsidiaries dated ​, and the related consolidated statements of income or operations, shareholders’ equity and of cash flows offor the Parent Borrower for fiscal year ​ audited by Ernst & Young, L.L.P.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 fairly, in all material respects,respects the financial condition of the ParentPrincipal Borrower and its Subsidiaries on a consolidated basis as of suchthe date thereof and their results of their operations on a consolidated basis for the period then ended. The balance sheetcovered thereby, subject, in the case of [clauses (i) and the related statements of income and of cash flows of the Parent Borrower for fiscal quarter ended ​ present fairly, in all material respects, the financial condition of the Parent Borrower and its Subsidiaries on a consolidated basis as of such date and results of their operations on a consolidated basis for the period then ended, subject(ii)])], to the absence of footnotes and to normal year-end audit adjustments. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein).

The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated ​, and the related consolidated statements of income or operations, shareholders’ equity and of cash flows offor the Parent Borrower for fiscal year ​ audited by Ernst & Young, L.L.P.quarter ended on that date # were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, # fairly present fairly, in all material respects, the consolidated financial condition of the Parent Borrower and its Subsidiaries on a consolidated basis as of suchthe date thereof and their results of their operations on a consolidated basis for the period then ended. The balance sheetcovered thereby and the related statements of income and of cash flows of the Parent Borrower for fiscal quarter ended ​ present fairly, in# show all material respects, the financial conditionindebtedness and other liabilities and other liabilities, direct or contingent, of the Parent Borrower and its Subsidiaries on a consolidated basis as of suchthe date thereof that are required to be disclosed therein in accordance with GAAP, subject, in the case of [clauses (i) and results of their operations on a consolidated basis for the period then ended, subject(ii)])], to the absence of footnotes and to normal year-end audit adjustments. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein).

The audited consolidated balance sheet of Borrower and its Subsidiaries, and the related audited consolidated statements of income and ofincome, cash flows and retained earnings of the Parent Borrower for fiscal year ​ audited by Ernst & Young, L.L.P. present fairly, in all material respects, the financial condition of the Parent Borrower and its Subsidiaries on a consolidated basis as of such date and results of their operations on a consolidated basis for the period then ended. The balance sheet and the related statements of income and of cash flows of the Parent Borrower for fiscal quarteryear ended ​, copies of which have been furnished to Lender prior to the Effective Date, present fairly,fairly in all material respects,respects the consolidated financial conditionposition of the Parent Borrower and its Subsidiaries on a consolidated basis asat the respective dates of such datebalance sheets and the consolidated results of theirthe operations on a consolidated basisof Borrower for the period then ended, subject to the absence of footnotes and to normal year-end audit adjustments. All suchrespective periods covered thereby. The foregoing historical financial statements, including the related schedules and notes thereto,statements have been prepared in accordance with GAAP appliedgenerally accepted accounting principles consistently throughout the periods involved (except as disclosed therein).applied.

SECTION # Financial Information. (a) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of ​ and the related consolidated statements of incomeincome, shareholders’ equity and of cash flows offor the Parent Borrower for fiscal year ​ auditedFiscal Year then ended, reported on by Ernst & Young, L.L.P. present fairly, in all material respects,LLP, copies of which have been delivered to the Bank, and the unaudited but reviewed consolidated financial conditionstatements of the Parent Borrower and its Consolidated Subsidiaries on afor the interim period ended ​, fairly present, in conformity with GAAP, the consolidated basisfinancial position of the Borrower and its Consolidated Subsidiaries as of such datedates and their consolidated results of their operations on a consolidated basis for the period then ended. The balance sheet and the related statements of income and of cash flows of the Parent Borrower for fiscal quarter ended ​ present fairly, in all material respects, the financial condition of the Parent Borrower and its Subsidiaries on a consolidated basis as of such date and results of their operations on a consolidated basis for the period then ended, subject to the absence of footnotes and to normal year-end audit adjustments. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein).stated.

The unaudited consolidated balance sheetsheets of the Borrower and its Subsidiaries dated ​ and ​, and the related consolidated statements of income or operations, shareholders’ equity and of cash flows offor the Parent Borrower for fiscal year ​ audited by Ernst & Young, L.L.P.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 fairly, in all material respects, the financial condition of the Parent Borrower and its Subsidiaries on a consolidated basis as of such date and results of their operations on a consolidated basis for the period then ended. The balance sheet and the related statements of income and of cash flows of the Parent Borrower for fiscal quarter ended ​ present fairly,Subsidiaries, in all material respects, the financial conditionas of the Parent Borrowerdate thereof and its Subsidiaries on a consolidated basis as of such date andtheir results of their operations on a consolidated basis for the period then ended, subjectcovered thereby, subject, in the case of [clauses (i) and (ii)])], to the absence of footnotes and to normal year-end audit adjustments. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein).

The unaudited consolidated balance sheetsheets of the Borrower and its Subsidiaries dated ​ and ​, and the related consolidated statements of income or operations, shareholders' equity and of cash flows offor the Parent Borrower for fiscal year ​ audited by Ernst & Young, L.L.P.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 fairly, in all material respects, the financial condition of the Parent Borrower and its Subsidiaries on a consolidated basis as of such date and results of their operations on a consolidated basis for the period then ended. The balance sheet and the related statements of income and of cash flows of the Parent Borrower for fiscal quarter ended ​ present fairly,Subsidiaries, in all material respects, the financial conditionas of the Parent Borrowerdate thereof and its Subsidiaries on a consolidated basis as of such date andtheir results of their operations on a consolidated basis for the period then ended, subjectcovered thereby, subject, in the case of [clauses (i) and (ii)])], to the absence of footnotes and to normal year-end audit adjustments. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein).

The Company has heretofore furnished to each of the Lenders unaudited condensed consolidated balance sheetsheets of the Company and its Subsidiaries as at ​, the related unaudited condensed consolidated statements of income and condensed consolidated statement of cash flows of the Parent BorrowerCompany and its Subsidiaries for the fiscal quarter ended on said date, and consolidated balance sheets of the Company and its Subsidiaries as at ​ and the related consolidated statements of income and consolidated statement of cash flows of the Company and its Subsidiaries for the fiscal year ended ​ audited by, together with the opinion of Ernst & Young, L.L.P.Young LLP covering said consolidated balance sheet and statements for the fiscal year ended ​. All such financial statements present fairly, in all material respects, the consolidated financial conditionposition of the Parent BorrowerCompany and its Subsidiaries on aas at said respective dates and the consolidated basis as of such date and results of their operations on a consolidated basisand their cash flows for the period then ended. The balance sheet and the related statements of income and of cash flows of the Parent Borrower for fiscal quarter ended ​ present fairly, inrespective periods so presented are all material respects, the financial condition of the Parent Borrower and its Subsidiaries on a consolidated basis as of such date and results of their operations on a consolidated basis for the period then ended, subject to the absence of footnotes and to normal year-end audit adjustments. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein).GAAP. Since ​ there has been no Material Adverse Change.

The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated ​, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and of cash flows offor the Parent Borrower for fiscal year ​ audited by Ernst & Young, L.L.P.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 fairly, in all material respects, the financial condition of the Parent Borrower and its Subsidiaries on a consolidated basis as of suchthe date thereof and their results of their operations on a consolidated basis for the period then ended. The balance sheetcovered thereby, subject, in the case of [clauses (i) and the related statements of income and of cash flows of the Parent Borrower for fiscal quarter ended ​ present fairly, in all material respects, the financial condition of the Parent Borrower and its Subsidiaries on a consolidated basis as of such date and results of their operations on a consolidated basis for the period then ended, subject(ii)])], to the absence of footnotes and to normal year-end audit adjustments. All[Schedule 5.05] sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements, including the related schedulesliabilities for taxes, material commitments and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein).Indebtedness.

(a) The audited consolidated balance sheets of the Borrower and its Restricted Subsidiaries as at ​, 2016 and 2017, and the related consolidated statements of income, stockholder’s equity and cash flows for the fiscal years ended ​, 2016 and 2017, reported on by and accompanied by reports thereon of PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries as at such dates, and the consolidated results of operations and consolidated cash flows of the Borrower and its Subsidiaries for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at ​, ​, and ​, and the related consolidated statements of income and of cash flows offor the Parent Borrower forrespective fiscal year ​ audited by Ernst & Young, L.L.P.quarters then ended, present fairly,fairly in all material respects,respects the consolidated financial conditionposition of the Parent Borrower and its Subsidiaries on aas at such date, and the consolidated basis as of such date and results of theirits operations on aand its consolidated basiscash flows for the periodrespective fiscal quarters then ended. The balance sheet and the related statements of income and of cash flows of the Parent Borrower for fiscal quarter ended ​ present fairly, in all material respects, the financial condition of the Parent Borrower and its Subsidiaries on a consolidated basis as of such date and results of their operations on a consolidated basis for the period then ended, subject to the absence of footnotes and to normal year-end audit adjustments. All such financial statements, including the related schedules and any notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein)therein, and, in the case of the unaudited financial statements, subject to normal period-end adjustments and the absence of footnotes).