Common use of Financial Statements and Condition Clause in Contracts

Financial Statements and Condition. The Borrower’s audited consolidated financial statements as of December 31, 2018, and the Borrower’s unaudited quarterly financial statements as of December 31, 2018 (or, in each case, as of the date of the most recently delivered financial statements), as heretofore furnished to the Bank, have been prepared in accordance with GAAP on a consistent basis (except, in the case of the unaudited quarterly financial statements, for the absence of footnotes and for year-end audit adjustments) and fairly present in all material respects the financial condition of the Borrower and its Subsidiaries, taken as a consolidated enterprise, as at such dates and the results of their operations for the period then ended. As of the dates of such initial consolidated financial statements, neither the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long term lease obligation which is not reflected in such consolidated financial statements or in the notes thereto other than its obligations related to its acquisition on or about January 1, 2019 of State Bank Financial Corporation. The Borrower’s regulatory reports, including without limitation FRY-9C, and FRY-9LP reports, as heretofore furnished to the Bank, fairly present the financial condition of the Borrower and its Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. As of the dates of such reports, neither the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such FRY-9C, and FRY-9LP reports other than its obligations related to its acquisition of State Bank Financial Corporation. Since December 31, 2018, there has been no Material Adverse Occurrence.

Financial Statements and Condition. (a) The Borrower’s audited consolidated financial statements balance sheets of Borrower as of December 31the Fiscal Year ended September 30, 20182009, and the Borrower’s unaudited quarterly financial related statements as of December 31operation, 2018 stockholders equity and cash flows (orincluding supporting footnote disclosures) for the Fiscal Years then ended, in each casewith the opinion of EFP Xxxxxxxxx, as of the date of the most recently delivered financial statements), as all heretofore furnished to the BankLender, have been prepared in accordance with GAAP on a consistent basis (exceptconsistently applied throughout the periods indicated, in the case of the unaudited quarterly financial statements, for the absence of footnotes are all true and for year-end audit adjustments) and fairly present correct in all material respects and present fairly the financial condition of IEC and IECW&C at the Borrower and its Subsidiaries, taken as a consolidated enterprise, as at such dates date of said financial statements and the results of their operations for the period Fiscal Year then ended. As The internally prepared balance sheet of GTC for the dates of such initial consolidated financial statementsFiscal Year-to-date and October, neither the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long term lease obligation which is not reflected in such consolidated financial statements or in the notes thereto other than its obligations related to its acquisition on or about January 1, 2019 of State Bank Financial Corporation. The Borrower’s regulatory reports, including without limitation FRY-9C2009 Fiscal Month end, and FRY-9LP reportsthe related statements of operation, as stockholders equity and cash flows for the periods then ended, all heretofore furnished to the BankLender, have been prepared in accordance with GAAP (absent footnote disclosures and customary year end adjustments) consistently applied throughout the periods indicated, are all true and correct in all material respects and present fairly present the financial condition of GTC at the Borrower and its Subsidiaries as at such dates date of said financial statements and the results of their GTC operations and changes in financial position for the respective periods fiscal period then endedending. As The internally prepared balance sheet for the Credit Parties as of the dates October, 2009 Fiscal Month end is true and correct in all material respects and fairly represents the information therein applicable to the Closing Date Borrowing Base Certificate of the Credit Parties. The financial statements described in this Section 9.6 are collectively called the “Financial Statements”. The Credit Parties as of such reports, neither the Borrower nor dates did not have any Subsidiary had any material obligationsignificant liabilities, contingent liabilityor otherwise, liability including liabilities for taxes or any unusual forward or long-term lease obligation commitments which is were not reflected disclosed by or reserved against in such FRY-9Cthe Financial Statements, and FRY-9LP reports other than its obligations related to its acquisition at the present time there are no material unrealized or anticipated losses from any unfavorable commitments of State Bank Financial Corporation. Since December 31, 2018, there has been no Material Adverse Occurrencethe Credit Parties.

Financial Statements and Condition. (a) The Borrower’s audited consolidated financial statements balance sheets of Borrower as of December 31the Fiscal Year ended September 30, 20182009, and the Borrower’s unaudited quarterly financial related statements as of December 31operation, 2018 stockholders equity and cash flows (orincluding supporting footnote disclosures) for the Fiscal Years then ended, in each casewith the opinion of EFP Xxxxxxxxx, as of the date of the most recently delivered financial statements), as all heretofore furnished to the BankLender, have been prepared in accordance with GAAP on a consistent basis (exceptconsistently applied throughout the periods indicated, in the case of the unaudited quarterly financial statements, for the absence of footnotes are all true and for year-end audit adjustments) and fairly present correct in all material respects and present fairly the financial condition of IEC and IECW&C at the Borrower and its Subsidiaries, taken as a consolidated enterprise, as at such dates date of said financial statements and the results of their operations for the period Fiscal Year then ended. As The internally prepared balance sheet of GTC for the dates of such initial consolidated financial statementsFiscal Year-to-date and October, neither the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long term lease obligation which is not reflected in such consolidated financial statements or in the notes thereto other than its obligations related to its acquisition on or about January 1, 2019 of State Bank Financial Corporation. The Borrower’s regulatory reports, including without limitation FRY-9C2009 Fiscal Month end, and FRY-9LP reportsthe related statements of operation, as stockholders equity and cash flows for the periods then ended, all heretofore furnished to the BankLender, have been prepared in accordance with GAAP (absent footnote disclosures and customary year-end adjustments) consistently applied throughout the periods indicated, are all true and correct in all material respects and present fairly present the financial condition of GTC at the Borrower and its Subsidiaries as at such dates date of said financial statements and the results of their GTC operations and changes in financial position for the respective periods fiscal period then endedending. As The internally prepared balance sheet for the Credit Parties as of the dates June 25, 2010 Fiscal Month end is true and correct in all material respects and fairly represents the information therein applicable to the Borrowing Base Certificate of the Credit Parties delivered to the Lender on July 9, 2010. The financial statements described in this Section 10.6 are collectively called the “Financial Statements”. The Credit Parties as of such reports, neither the Borrower nor dates did not have any Subsidiary had any material obligationsignificant liabilities, contingent liabilityor otherwise, liability including liabilities for taxes or any unusual forward or long-term lease obligation commitments which is were not reflected disclosed by or reserved against in such FRY-9Cthe Financial Statements, and FRY-9LP reports other than its obligations related to its acquisition at the present time there are no material unrealized or anticipated losses from any unfavorable commitments of State Bank Financial Corporation. Since December 31, 2018, there has been no Material Adverse Occurrencethe Credit Parties.

Financial Statements and Condition. (a) The Borrower’s Borrower has heretofore furnished to each of the Banks audited consolidated financial statements Consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of December 31, 20181996 and unaudited condensed Consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the Borrower’s unaudited quarterly financial statements as of December 31, 2018 related audited (or, in each case, as of the date of the most recently delivered financial statements), as heretofore furnished to the Bank, have been prepared in accordance with GAAP on a consistent basis (except, in the case of the fiscal period ended June 30, 1997, unaudited quarterly condensed) Consolidated statements of income, Consolidated statements of stockholders' equity and Consolidated statements of cash flows for each of the fiscal periods then ended, together with related notes and supplemental information. The audited consolidated balance sheet, statement of income, statement of stockholders' equity and statement of cash flows are referred to herein as the "Audited Financial Statements." The unaudited condensed consolidated balance sheet, statement of income, statement of stockholders' equity and statement of cash flows are referred to herein as the "Unaudited Financial Statements." The Audited Financial Statements and the notes thereto were prepared in accordance with generally accepted accounting principles consistently applied, and present fairly the Consolidated financial statements, for the absence position and results of footnotes operations and for year-end audit adjustments) and fairly present in all material respects the financial condition cash flows of the Borrower and its Subsidiaries, taken Consolidated Subsidiaries as a consolidated enterprise, as at such dates and the results of their operations for the period then ended. As of the dates of such initial consolidated financial statements, neither and for the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long term lease obligation which is not reflected in such consolidated financial statements or in the notes thereto other than its obligations related to its acquisition on or about January 1, 2019 of State Bank Financial Corporation. The Borrower’s regulatory reports, including without limitation FRY-9Cperiods indicated, and FRY-9LP reports, as heretofore furnished to the Bank, fairly present the financial condition such balance sheets and related notes show all known direct liabilities and all known contingent liabilities of a material nature of the Borrower and its Consolidated Subsidiaries as at of such dates which are required to be included in such financial statements and the notes thereto in accordance with generally accepted accounting principles. The Unaudited Financial Statements reflect all adjustments (consisting only of normal accounting adjustments) which in the opinion of management of the Borrower are necessary for a fair presentation of the financial position, results of their operations and changes in financial position cash flows of the Borrower for the respective periods then ended. As of the dates of such reports, neither the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such FRY-9C, and FRY-9LP reports other than its obligations related to its acquisition of State Bank Financial Corporation. Since December 31, 2018, there has been no Material Adverse Occurrenceperiod presented.

Financial Statements and Condition. The Borrower’s 's audited consolidated financial balance sheet and statements of earnings, changes in common stockholders' equity and cash flows as of and for the fiscal year ended December 31, 2018, and the Borrower’s unaudited quarterly financial statements as of December 31, 2018 (or, in each case, as of the date of the most recently delivered financial statements), as 2003 heretofore furnished to the Bank, have been Lenders were prepared in accordance with GAAP on a consistent basis consistently applied throughout the periods involved (except, except as may be indicated in the case notes thereto regarding the adoption of the unaudited quarterly financial statements, for the absence of footnotes and for year-end audit adjustmentsnew accounting policies) and present fairly present in all material respects the consolidated financial condition position of the Borrower and its SubsidiariesSubsidiaries at the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. The Borrower's unaudited balance sheet and statements of earnings and cash flows as of and for the fiscal quarter ended March 31, taken as 2004 heretofore furnished to the Lenders were prepared in accordance with GAAP consistently applied throughout the periods involved and in a manner consistent with that employed in the Borrower's audited consolidated enterprisefinancial statements for the fiscal year ended December 31, 2003. The Borrower's unaudited interim financial statements as at such March 31, 2004 do not contain any footnote disclosures and are subject to normal recurring year-end adjustments, but otherwise present fairly in all material respects the consolidated financial condition and consolidated results of operations of the Borrower and its Subsidiaries as of the dates and the results of their operations for the period then endedperiods indicated therein except as otherwise set forth therein. As of the dates of such initial consolidated financial statements, neither the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long term lease obligation which is not reflected in such consolidated financial statements or in the notes thereto other than its obligations related to its acquisition on or about January 1, 2019 of State Bank Financial Corporation. The Borrower’s regulatory reports, including without limitation FRY-9C, and FRY-9LP reports, as heretofore furnished to the Bank, fairly present the financial condition of the Borrower and its Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. As of the dates of such reports, neither the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such FRY-9C, and FRY-9LP reports other than its obligations related to its acquisition of State Bank Financial Corporationfinancial statements or in the notes thereto. Since December 31, 20182003, there has been no Material Adverse Occurrencematerial adverse change in the business, operations, property, assets or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole.

Financial Statements and Condition. The Borrower’s Borrower has ---------------------------------- furnished to each Lender copies of the audited consolidated financial statements as of December 31, 2018, and the Borrower’s unaudited quarterly financial statements as of December 31, 2018 (or, in each case, as of the date of the most recently delivered financial statements), as heretofore furnished to the Bank, have been prepared in accordance with GAAP on a consistent basis (except, in the case of the unaudited quarterly financial statements, for the absence of footnotes and for year-end audit adjustments) and fairly present in all material respects the financial condition balance sheet of the Borrower and its Subsidiaries, taken as a consolidated enterprise, Subsidiaries as at June 30, 1998, and the related consolidated statements of income, retained earnings and cash flow for the fiscal year ending on such date, with the opinion thereon of Ernst & Young LLP, and the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 1999, and the related consolidated statements of income, retained earnings and cash flow of the Borrower and its consolidated Subsidiaries for the fiscal quarter ending on such date. All such financial statements (including in each case related schedules and notes) are complete and correct and present fairly, in accordance with GAAP consistently applied throughout the periods involved, in all material respects, the consolidated financial position of the Borrower and its consolidated Subsidiaries as at their respective dates and the results of their operations and the cash flow for such periods (subject, as to interim statements, to changes resulting from audits and normal year-end adjustments). Except as disclosed (i) in the Borrower's Annual Report on Form 10K for the period then ended. As of the dates of such initial consolidated financial statementsyear ended June 30, neither 1998, (ii) in any other report filed by the Borrower nor with the Securities and Exchange Commission after June 30, 1998 but prior to the Fifth Amendment Date, (iii) in any Subsidiary had any press release issued by the Borrower after June 30, 1998 but prior to the Fifth Amendment Date or (iv) in writing to the Agent by the Borrower prior to the Fifth Amendment Date, since June 30, 1998, there has been no material obligation, contingent liability, liability for taxes or long term lease obligation which is not reflected in such consolidated financial statements or adverse change in the notes thereto other than its obligations related to its acquisition on financial condition, operations, or about January 1, 2019 of State Bank Financial Corporation. The Borrower’s regulatory reports, including without limitation FRY-9C, and FRY-9LP reports, as heretofore furnished to the Bank, fairly present the financial condition business of the Borrower and its consolidated Subsidiaries taken as at such dates a whole. After giving effect to the transactions contemplated by the Transaction Documents (as defined in the Omnibus Agreement), each of the Borrower and the results of their operations and changes in financial position for the respective periods then ended. As of the dates of such reports, neither the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which Restricted Subsidiaries is not reflected in such FRY-9C, and FRY-9LP reports other than its obligations related to its acquisition of State Bank Financial Corporation. Since December 31, 2018, there has been no Material Adverse OccurrenceSolvent.