Common use of Financial Matters Clause in Contracts

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Parent and its Subsidiaries as of December 31, 2002, 2001 and 2000, in each case with the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of Ernst & Young LLP thereon, (ii) the unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the last day of the third fiscal quarter of fiscal year 2003, and the related statements of income, cash flows and stockholders’ equity for the nine-month period then ended, (iii) the unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the last day of the tenth fiscal month of fiscal year 2003, and the related statements of income and cash flows for the ten-month period then ended, and (iv) the unaudited consolidated balance sheet of the BGS Business as of the last day of each of the third fiscal quarter and tenth fiscal month of fiscal year 2003, and the related statement of income for the periods then ended, furnished to the Borrower by OrthoLogic. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments and, in the case of the BGS Business financial statements, on the assumption that the BGS Business was a separate business entity reportable in accordance with GAAP) and present fairly in all material respects the financial condition of the Parent and its Subsidiaries (on a consolidated basis) or the BGS Business, as the case may be, as of the respective dates thereof and the results of operations of the Parent and its Subsidiaries (on a consolidated basis) or the BGS Business, as the case may be, for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Parent and its Subsidiaries or (to the extent being assumed by the Borrower in the BGS Acquisition) the BGS Business of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected.

Financial Matters. (a) The Borrower Company has heretofore furnished to the Administrative Agent Lenders copies of (i) the audited consolidated balance sheets of the Parent Company and its Subsidiaries as of December 3128, 2002, December 29, 2001 and December 30, 2000, in each case with the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of Ernst & Young LLP or Xxxxxx Xxxxxxxx LLP (as the case may be) thereon, (ii) the audited consolidated balance sheets of Mettis and its Subsidiaries as of March 31, 2003 and March 31, 2002 and the audited combined balance sheets of Mettis and its Subsidiaries as of March 31, 2001, in each case with the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of PricewaterhouseCoopers LLP thereon, (iii) the unaudited consolidated balance sheet of the Parent Company and its Subsidiaries as of the last day of the third fourth fiscal quarter month of fiscal year 2003, and the related statements of income, cash flows and stockholders’ equity for the ninefour-month period then ended, (iii) the unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the last day of the tenth fiscal month of fiscal year 2003, and the related statements of income and cash flows for the ten-month period then ended, ended and (iv) the unaudited consolidated balance sheet of the BGS Business monthly financial statements prepared for Xxxxxxxx Precision Components Limited, Jet Engineering Inc. and Ultrexx, Inc. as of the last day of each of the third fiscal quarter May 2, 2003 and tenth fiscal month of fiscal year 2003, and the related statement of income for the periods one-month period then ended, ended furnished to the Borrower Company by OrthoLogicMettis Group Limited. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments andadjustments, and provided that (y) the monthly financial statements for Xxxxxxxx Precision Components Limited, Jet Engineering Inc. and Ultrexx, Inc. referred to in the case of the BGS Business financial statements, on the assumption that the BGS Business was a separate business entity reportable clause (iv) above have been prepared in accordance with UK GAAP) and (z) the audited financial statements of Mettis and its Subsidiaries referred to in clause (ii) above have been prepared in accordance with United States GAAP (i.e., GAAP determined without regard to the proviso in the definition of such term) and present fairly in all material respects the consolidated financial condition of the Parent Company and its Subsidiaries (on a consolidated basis) or the BGS BusinessMettis and its Subsidiaries, as the case may be, as of the respective dates thereof and the consolidated results of operations of the Parent Company and its Subsidiaries (on a consolidated basis) or the BGS BusinessMettis and its Subsidiaries, as the case may be, for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Parent Company and its Subsidiaries or (to the extent being assumed by the Borrower in the BGS Acquisition) the BGS Business Mettis and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected.

Financial Matters. (a) The Borrower has heretofore furnished to the ----------------- Administrative Agent copies of (i) the audited consolidated balance sheets of the Parent and its Subsidiaries as of December 31, 20021996, 2001 June 30, 1997, and 2000December 31, in each case with 1997, and the related statements of income, operations and shareholders' equity and cash flows and stockholders’ equity for the fiscal years then endedperiod from August 15, 1996 to December 31, 1996, the six months ended June 30, 1997, and the year ended December 31, 1997, together with the opinion of Ernst & Young LLP thereon, (ii) the unaudited audited consolidated balance sheet sheets of the Parent Holdings and its Subsidiaries as of December 31, 1996 and June 30, 1997, and the last day related consolidated statements of operations, members' equity and cash flows for the three months ended December 31, 1996 and the six months ended June 30, 1997, together with the opinion of Ernst & Young LLP thereon, (iii) the unaudited balance sheets of the third fiscal quarter Borrower as of fiscal year 2003September 30, 1997 and December 31, 1997, and the related statements of income, operations and shareholders' equity and cash flows and stockholders’ equity for the nine-month period then endednine months ended September 30, 1997 and the year ended December 31, 1997, and (iiiiv) the unaudited consolidated audited balance sheet sheets of the Parent and its Subsidiaries Predecessor as of the last day of the tenth fiscal month of fiscal year 2003November 30, 1995 and September 30, 1996, and the related statements of income operations and divisional equity and cash flows for the ten-month period then ended, and (iv) the unaudited consolidated balance sheet of the BGS Business as of the last day of each of the third fiscal quarter and tenth fiscal month of fiscal year 2003two years in the period ended November 30, 1995 and the related statement ten months ended September 30, 1996, together with the opinion of income for the periods then ended, furnished to the Borrower by OrthoLogicErnst & Young LLP thereon. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments and, in the case of the BGS Business financial statements, on the assumption that the BGS Business was a separate business entity reportable in accordance with GAAP) Generally Accepted Accounting Principles and present fairly in all material respects the financial condition of the Parent and its Subsidiaries (on a consolidated basis) Parent, Holdings or the BGS BusinessPredecessor, as the case may bebe (and with respect to Holdings, on a consolidated basis), as of the respective dates thereof and the results of operations and cash flows of the Parent and its Subsidiaries (on a consolidated basis) Parent, Holdings or the BGS BusinessPredecessor, as the case may bebe (and with respect to Holdings, on a consolidated basis), for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Parent and its Subsidiaries or (to the extent being assumed by the Borrower in the BGS Acquisition) the BGS Business any Credit Party of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) ). There has been no Material Adverse Change since December 31, 1997, and there exists no event, condition or state of facts that are required could reasonably be expected to result in accordance with GAAP to be reflected in such financial statements and that are not so reflecteda Material Adverse Change.

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Parent Borrower and its Subsidiaries as of December 31, 20021998, 2001 1997, and 20001996, in each case with and the related statements of income, cash flows and stockholders’ ' equity for the fiscal years then ended, together with the opinion of Ernst & Young PriceWaterhouseCoopers LLP thereon, and (ii) the unaudited consolidated balance sheet sheets of the Parent Borrower and its Subsidiaries as of the last day of the third fiscal quarter of fiscal year 2003March 31, 1999 and June 30, 1999, and the related statements of income, cash flows and stockholders’ ' equity for the ninethree- and six-month period then ended, (iii) the unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the last day of the tenth fiscal month of fiscal year 2003, and the related statements of income and cash flows for the ten-month period then ended, and (iv) the unaudited consolidated balance sheet of the BGS Business as of the last day of each of the third fiscal quarter and tenth fiscal month of fiscal year 2003, and the related statement of income for the periods then ended, furnished to the Borrower by OrthoLogic. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments and, in the case of the BGS Business financial statements, on the assumption that the BGS Business was a separate business entity reportable in accordance with GAAPadjustments) and present fairly in all material respects the financial condition of the Parent Borrower and its Subsidiaries (on a consolidated basis) or the BGS Business, as the case may be, basis as of the respective dates thereof and the consolidated results of operations of the Parent Borrower and its Subsidiaries (on a consolidated basis) or the BGS Business, as the case may be, for the respective periods then ended. Except as fully reflected in (x) the most recent financial statements referred to above and the notes thereto, (y) the financial statements previously delivered pursuant to SECTION 5.1 of the Old Credit Agreement or this Agreement, or (z) any Form 8-K filed by the Borrower with the Securities and Exchange Commission and previously delivered by the Borrower to the Lenders, there are were, as of the date of the most recent financial statements described in the immediately foregoing clause (x) or (y) or, if later, the date of the most recently delivered Form 8-K, no material liabilities or obligations with respect to the Parent and Borrower or any of its Subsidiaries or (to the extent being assumed by the Borrower in the BGS Acquisition) the BGS Business of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required that, individually or in accordance with GAAP the aggregate, could reasonably be expected to have a Material Adverse Effect, and since the date thereof neither the Borrower nor any Subsidiary has incurred any liabilities or obligations that, individually or in the aggregate, could reasonably be reflected in such financial statements and that are not so reflectedexpected to have a Material Adverse Effect.

Financial Matters. (a) The Borrower has prepared, and has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Parent Borrower and its Subsidiaries as of December 31, 20022017 and 2018, 2001 and 2000, in each case with the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of Ernst & Young KPMG LLP thereon, and (ii) the unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries as of the last day of the third fiscal quarter of fiscal year 2003September 30, 2019, and the related statements of income, cash flows and stockholders’ equity for the nine-month period then ended, (iii) the unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the last day of the tenth fiscal month of fiscal year 2003, and the related statements of income and cash flows for the ten-month period then ended, and (iv) the unaudited consolidated balance sheet of the BGS Business as of the last day of each of the third fiscal quarter and tenth fiscal month of fiscal year 2003, and the related statement of income for the periods then ended, furnished to the Borrower by OrthoLogic. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments and, in the case of the BGS Business financial statements, on the assumption that the BGS Business was a separate business entity reportable in accordance with GAAPadjustments) and present fairly in all material respects the financial condition of the Parent Borrower and its Subsidiaries (on a consolidated basis) or the BGS Business, as the case may be, basis as of the respective dates thereof and the consolidated results of operations of the Parent Borrower and its Subsidiaries (on a consolidated basis) or the BGS Business, as the case may be, for the respective periods then ended. Except as fully reflected in (x) the most recent financial statements referred to above and the notes thereto, (y) the financial statements previously delivered pursuant to Section 5.1, or (z) any Form 8-K filed by the Borrower with the SEC and previously delivered by the Borrower to the Administrative Agent, there are were, as of the date of the most recent financial statements described in the immediately foregoing clause (x) or (y) or, if later, the date of the most recently delivered Form 8-K, no material liabilities or obligations with respect to the Parent and Borrower or any of its Subsidiaries or (to the extent being assumed by the Borrower in the BGS Acquisition) the BGS Business of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that that, individually or in the aggregate, are required reasonably likely to have a Material Adverse Effect, and since the date thereof neither the Borrower nor any Subsidiary has incurred any liabilities or obligations that, individually or in accordance with GAAP the aggregate, are reasonably likely to be reflected in such financial statements and that are not so reflectedhave a Material Adverse Effect.

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent Agent, the Syndication Agents and the Documentation Agents copies of (i) the audited consolidated balance sheets of the Parent Borrower and its Subsidiaries as of December 3128, 2002, December 29, 2001 and December 30, 2000, in each case with the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of Ernst & Young LLP or Xxxxxx Xxxxxxxx LLP (as the case may be) thereon, (ii) the audited consolidated balance sheets of Mettis and its Subsidiaries as of March 31, 2003 and March 31, 2002 and the audited combined balance sheets of Mettis and its Subsidiaries as of March 31, 2001, in each case with the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of PricewaterhouseCoopers LLP thereon, (iii) the unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries as of the last day of the third fourth fiscal quarter month of fiscal year 2003, and the related statements of income, cash flows and stockholders’ equity for the ninefour-month period then ended, (iii) the unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the last day of the tenth fiscal month of fiscal year 2003, and the related statements of income and cash flows for the ten-month period then ended, ended and (iv) the unaudited consolidated balance sheet of the BGS Business monthly financial statements prepared for Xxxxxxxx Precision Components Limited, Jet Engineering Inc. and Ultrexx, Inc. as of the last day of each of the third fiscal quarter May 2, 2003 and tenth fiscal month of fiscal year 2003, and the related statement of income for the periods one-month period then ended, ended furnished to the Borrower by OrthoLogicMettis Group Limited. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments andadjustments, and provided that (y) the monthly financial statements for Xxxxxxxx Precision Components Limited, Jet Engineering Inc. and Ultrexx, Inc. referred to in the case of the BGS Business financial statements, on the assumption that the BGS Business was a separate business entity reportable clause (iv) above have been prepared in accordance with GAAPUK GAAP and (z) the audited financial statements of Mettis and its Subsidiaries referred to in clause (ii) above have been prepared in accordance with United States GAAP (i.e., GAAP determined without regard to the proviso in the definition of such term) and present fairly in all material respects the consolidated financial condition of the Parent Borrower and its Subsidiaries (on a consolidated basis) or the BGS BusinessMettis and its Subsidiaries, as the case may be, as of the respective dates thereof and the consolidated results of operations of the Parent Borrower and its Subsidiaries (on a consolidated basis) or the BGS BusinessMettis and its Subsidiaries, as the case may be, for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Parent Borrower and its Subsidiaries or (to the extent being assumed by the Borrower in the BGS Acquisition) the BGS Business Mettis and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected.

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent Lender copies of (i) the audited consolidated balance sheets of the Parent Borrower and its Subsidiaries as of December 31, 20021991, 2001 and 2000, in each case with the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of Ernst & Young LLP thereon, (ii) the unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the last day of the third fiscal quarter of fiscal year 20031992, and the related statements of income, cash flows and stockholders’ equity for the nine-month period then ended, (iii) the unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the last day of the tenth fiscal month of fiscal year 20031993, and the related statements of income and cash flows for the ten-month period fiscal years then ended, and (ivii) the unaudited consolidated balance sheet of the BGS Business Borrower and its Subsidiaries as of the last day of each of the third fiscal quarter and tenth fiscal month of fiscal year 2003September 30, 1994, and the related statement statements of income and cash flows for the periods nine-month period then endedended (collectively, furnished to the Borrower by OrthoLogic"Historical Financial Statements"). Such financial statements The Historical Financial Statements have been prepared in accordance with GAAP Generally Accepted Accounting Principles (subject, with respect to the unaudited financial statementsHistorical Financial Statements, to the absence of notes required by GAAP Generally Accepted Accounting Principles and to normal year-end adjustments and, in the case of the BGS Business financial statements, on the assumption that the BGS Business was a separate business entity reportable in accordance with GAAPaudit adjustments) and present fairly in all material respects the financial condition position of the Parent Borrower and its Subsidiaries (on a consolidated basis) or the BGS Business, as the case may be, basis as of the respective dates thereof and the consolidated results of operations of the Parent Borrower and its Subsidiaries (on a consolidated basis) or the BGS Business, as the case may be, for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above Historical Financial Statements and the notes thereto, as of the Closing Date there are will be no material liabilities or obligations with respect to the Parent and Borrower or any of its Subsidiaries or (to the extent being assumed by the Borrower in the BGS Acquisition) the BGS Business of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) ). Since the date of the most recent audited Historical Financial Statements, there has been no Material Adverse Change, and, to the knowledge of the Borrower, no Material Adverse Change is threatened or reasonably likely to occur (it being understood that are required in accordance with GAAP the other transactions contemplated by the Loan Documents do not, as such, constitute a Material Adverse Change). The Borrower has not directly or indirectly declared, ordered, paid, made or set apart any amounts or property for any dividend, share acquisition or other distribution, or agreed to be reflected in such financial statements and that are not so reflecteddo so.

Financial Matters. (a) The Borrower has heretofore furnished to Schedule 3.5(a) of the Administrative Agent copies of Seller Disclosure Schedule sets forth (i) a consolidated unaudited balance sheet of L&W and its Subsidiaries dated as of June 30, 2016 (such balance sheet, including the applicable notes, principles and other descriptions referenced on such Schedule 3.5(a), the “Most Recent Balance Sheet”) and the related consolidated unaudited statement of operations for the six months then-ended, and (ii) the consolidated audited consolidated balance sheets of the Parent L&W and its Subsidiaries dated as of December 31, 20022015 and as of December 31, 2001 2014 and 2000, in each case with the related consolidated audited statements of incomeoperations, cash flows and stockholders’ equity changes in net parent investment for each of the fiscal three years then endedin the period ended December 31, together with 2015 (collectively, the opinion of Ernst & Young LLP thereon, documents referred to in the immediately preceding clauses (i) and (ii) ), the unaudited consolidated balance sheet of “Business Financial Statements”). The Business was not conducted on a stand-alone basis during the Parent and its Subsidiaries as of periods indicated in the last day of the third fiscal quarter of fiscal year 2003Business Financial Statements, and the related statements of income, cash flows and stockholders’ equity Business Financial Statements were prepared solely for the nine-month period then ended, purpose of this Agreement. The Business Financial Statements (iiiA) the unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the last day of the tenth fiscal month of fiscal year 2003, and the related statements of income and cash flows for the ten-month period then ended, and (iv) the unaudited consolidated balance sheet of the BGS Business as of the last day of each of the third fiscal quarter and tenth fiscal month of fiscal year 2003, and the related statement of income for the periods then ended, furnished to the Borrower by OrthoLogic. Such financial statements have been prepared in accordance with GAAP (subjectGAAP, with respect to except that the unaudited financial statementsstatements for the six-month period ended June 30, to the absence of notes required by GAAP and 2016 are subject to normal year-end adjustments andand include all adjustments which are, in the case opinion of management, necessary to a fair statement of the BGS results for the interim period presented, and (B) do not contain all of the footnotes or other presentation items otherwise required by GAAP. The Business financial statementsFinancial Statements present fairly, on the assumption that the BGS Business was a separate business entity reportable in accordance with GAAP) and present fairly in all material respects respects, the financial condition position of the Parent and its Subsidiaries (on a consolidated basis) or the BGS Business, as the case may be, as of the respective dates thereof Acquired Companies and the results of their operations of the Parent and its Subsidiaries (on a consolidated basis) or the BGS Business, as the case may be, for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Parent and its Subsidiaries or (to the extent being assumed by the Borrower in the BGS Acquisition) the BGS Business of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required cash flows in accordance with GAAP as of the dates and for the periods indicated; provided, that the Business Financial Statements include allocations of expenses from the Seller which may not be reflective of the actual level of costs which would have been incurred had the Acquired Companies operated as a separate entity apart from the Seller. Since the date of the Most Recent Balance Sheet, there has not been any event that has had, or would reasonably be expected to be reflected in such financial statements and that are not so reflectedresult in, a Material Adverse Effect.

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Parent Borrower and its Subsidiaries as of December 31, 20021998, 2001 1997, and 20001996, in each case with and the related statements of income, cash flows and stockholders’ ' equity for the fiscal years then ended, together with the opinion of Ernst & Young PriceWaterhouseCoopers LLP thereon, and (ii) the unaudited consolidated balance sheet sheets of the Parent Borrower and its Subsidiaries as of the last day of the third fiscal quarter of fiscal year 2003March 31, 1999 and June 30, 1999, and the related statements of income, cash flows and stockholders’ ' equity for the ninethree- and six-month period then ended, (iii) the unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the last day of the tenth fiscal month of fiscal year 2003, and the related statements of income and cash flows for the ten-month period then ended, and (iv) the unaudited consolidated balance sheet of the BGS Business as of the last day of each of the third fiscal quarter and tenth fiscal month of fiscal year 2003, and the related statement of income for the periods then ended, furnished to the Borrower by OrthoLogic. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments and, in the case of the BGS Business financial statements, on the assumption that the BGS Business was a separate business entity reportable in accordance with GAAPadjustments) and present fairly in all material respects the financial condition of the Parent Borrower and its Subsidiaries (on a consolidated basis) or the BGS Business, as the case may be, basis as of the respective dates thereof and the consolidated results of operations of the Parent Borrower and its Subsidiaries (on a consolidated basis) or the BGS Business, as the case may be, for the respective periods then ended. Except as fully reflected in (x) the most recent financial statements referred to above and the notes thereto, (y) the financial statements previously delivered pursuant to Section 5.1 of the Old Credit Agreement or this Agreement, or (z) any Form 8-K filed by the Borrower with the Securities and Exchange Commission and previously delivered by the Borrower to the Lenders, there are were, as of the date of the most recent financial statements described in the immediately foregoing clause (x) or (y) or, if later, the date of the most recently delivered Form 8-K, no material liabilities or obligations with respect to the Parent and Borrower or any of its Subsidiaries or (to the extent being assumed by the Borrower in the BGS Acquisition) the BGS Business of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required that, individually or in accordance with GAAP the aggregate, could reasonably be expected to have a Material Adverse Effect, and since the date thereof neither the Borrower nor any Subsidiary has incurred any liabilities or obligations that, individually or in the aggregate, could reasonably be reflected in such financial statements and that are not so reflectedexpected to have a Material Adverse Effect.

Financial Matters. (a) The Borrower has heretofore furnished to the ----------------- Administrative Agent copies of (i) the audited consolidated balance sheets of the Parent and its Subsidiaries as of December 31, 20021996 and June 30, 2001 1997, and 2000, in each case with the related statements of income, operations and shareholders' equity and cash flows and stockholders’ equity for the fiscal years then endedperiod from August 15, 1996 to December 31, 1996 and the six months ended June 30, 1997, together with the opinion of Ernst & Young LLP thereon, (ii) the unaudited audited consolidated balance sheet sheets of the Parent Holdings and its Subsidiaries as of December 31, 1996 and June 30, 1997, and the last day related consolidated statements of operations, members' equity and cash flows for the three months ended December 31, 1996 and the six months ended June 30, 1997, together with the opinion of Ernst & Young LLP thereon, and (iii) the audited balance sheets of the third fiscal quarter Predecessor as of fiscal year 2003November 30, 1995 and September 30, 1996, and the related statements of income, cash flows operations and stockholders’ divisional equity for the nine-month period then ended, (iii) the unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the last day of the tenth fiscal month of fiscal year 2003, and the related statements of income and cash flows for the ten-month period then ended, and (iv) the unaudited consolidated balance sheet of the BGS Business as of the last day of each of the third fiscal quarter and tenth fiscal month of fiscal year 2003two years in the period ended November 30, 1995 and the related statement ten months ended September 30, 1996, together with the opinion of income for the periods then ended, furnished to the Borrower by OrthoLogicErnst & Young LLP thereon. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments and, in the case of the BGS Business financial statements, on the assumption that the BGS Business was a separate business entity reportable in accordance with GAAP) Generally Accepted Accounting Principles and present fairly in all material respects the financial condition of the Parent and its Subsidiaries (on a consolidated basis) Parent, Holdings or the BGS BusinessPredecessor, as the case may bebe (and with respect to Holdings, on a consolidated basis), as of the respective dates thereof and the results of operations and cash flows of the Parent and its Subsidiaries (on a consolidated basis) Parent, Holdings or the BGS BusinessPredecessor, as the case may bebe (and with respect to Holdings, on a consolidated basis), for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Parent and its Subsidiaries or (to the extent being assumed by the Borrower in the BGS Acquisition) the BGS Business any Credit Party of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) ). There has been no Material Adverse Change since June 30, 1997, and there exists no event, condition or state of facts that are required could reasonably be expected to result in accordance with GAAP to be reflected in such financial statements and that are not so reflecteda Material Adverse Change.

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Parent and its Subsidiaries as of December 31, 2002, 2001 and 2000, in each case with the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of Ernst & Young LLP thereon, (ii) the unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries as of the last day of the third fiscal quarter of fiscal year 2003of the Borrower ended on September 30, 2000, and the related consolidated statements of income, shareholders' equity and cash flows of the Borrower and stockholders’ equity its Subsidiaries for such fiscal year, with reports thereon by Ernst & Young LLP: (i) are complete, accurate and fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and for the nine-month period then endedcovered thereby; (ii) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as set forth in the notes thereto; and (iii) except as specifically disclosed in Schedule 4.05, show all material indebtedness and other liabilities, direct or contingent, of the unaudited Borrower and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and long-term leases. (b) The consolidated balance sheet of the Parent IBP and its Subsidiaries as of the last day of the tenth fiscal month of fiscal year 2003of IBP ended on December 25, 1999, and the related statements of income and cash flows for the ten-month period then ended, and (iv) the unaudited consolidated balance sheet of the BGS Business as of the last day of each of the third fiscal quarter and tenth fiscal month of fiscal year 2003IBP ended on September 23, 2000, and the related statement consolidated statements of income earnings, changes in stockholders' equity and comprehensive income, and of cash flows of IBP and its Subsidiaries for the periods then endedsuch fiscal year and quarter, furnished to the Borrower by OrthoLogic. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments andwith, in the case of the BGS Business financial statementssaid fiscal year, reports thereon by PriceWaterhouseCoopers LLP: (i) except as disclosed on the assumption that the BGS Business was a separate business entity reportable in accordance with GAAP) Schedule 4.05, are complete, accurate and fairly present fairly in all material respects the financial condition of the Parent IBP and its Subsidiaries (on a consolidated basis) or the BGS Business, as the case may be, as of the respective dates thereof and the results of operations of the Parent and its Subsidiaries (on a consolidated basis) or the BGS Business, as the case may be, for the respective periods then ended. Except covered thereby; (ii) except as fully reflected in the most recent financial statements referred to above and the notes theretodisclosed on Schedule 4.05, there are no material liabilities or obligations with respect to the Parent and its Subsidiaries or (to the extent being assumed by the Borrower in the BGS Acquisition) the BGS Business of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as set forth in the notes thereto; and (iii) except as specifically disclosed in Schedule 4.05, show all material indebtedness and other liabilities, direct or contingent, of IBP and its consolidated Subsidiaries as of the dates thereof, including liabilities for taxes, material commitments and long-term leases. (c) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of March 31, 2001, prepared giving effect to the Transactions as if the Transactions had occurred on such date and included in the model delivered by the Borrower to the Banks prior to the date hereof. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on assumptions believed by the Borrower to be reflected in such financial statements and that are not so reflected.reasonable, (ii) is based on the best information available to the Borrower 128

Financial Matters. (a) The Borrower has heretofore furnished to Financial Statements. Included in Schedule 4.6 are the Administrative Agent copies consolidated financial statements of Polycom (collectively, the “Polycom Financial Statements”) consisting of (i) the consolidated audited financial statements (including the consolidated balance sheets and statements of operations, stockholders’ equity (deficit), comprehensive income (loss) and cash flow) of Polycom as of and for the Parent fiscal years ended December 31, 2017, December 31, 2016 and its Subsidiaries December 31, 2015 (the balance sheet as of December 31, 20022017, 2001 the “Polycom Recent Audited Balance Sheet”) and 2000, in each case with the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of Ernst & Young LLP thereon, (ii) the a consolidated unaudited consolidated balance sheet of the Parent and its Subsidiaries Polycom, as of February 28, 2018 (the last day of the third fiscal quarter of fiscal year 2003, “Polycom Recent Balance Sheet”) and the related consolidated unaudited statements of income, cash flows and stockholders’ equity for the nine-month period then ended, (iii) the unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the last day of the tenth fiscal month of fiscal year 2003, and the related statements of income operations and cash flows for the ten-month period two (2) months then ended, . The Polycom Financial Statements (A) are prepared from and (iv) the unaudited consolidated balance sheet of the BGS Business as of the last day of each of the third fiscal quarter and tenth fiscal month of fiscal year 2003, and the related statement of income for the periods then ended, furnished to the Borrower by OrthoLogic. Such consistent with such financial statements as have been prepared and used by the Polycom Companies in the ordinary course of measuring and reporting the Polycom Companies’ operating results, financial condition and/or cash flow; (B) are prepared in accordance with GAAP (subjectGAAP, as applied on a consistent basis, and with respect to the books and records of the Polycom Companies; provided, however, that the consolidated unaudited financial statements, to the absence of notes required by GAAP and statements are subject to normal year-end adjustments and(which if made would not, individually or in the case of the BGS Business financial statementsaggregate, on the assumption that the BGS Business was a separate business entity reportable in accordance with GAAPbe material to Polycom) and present to final adjustments related to the purchase of Obihai Technology, Inc. (which if made would not, individually or in the aggregate, be material to Polycom) and do not contain all footnotes required under GAAP, which if presented would not provide, individually or in the aggregate, additional material information; and (C) fairly present, in all material respects respects, the assets, Liabilities, financial condition position, results of operations and cash flows of the Parent and its Subsidiaries (on a consolidated basis) or the BGS Business, as the case may be, Polycom Companies as of the dates and for the periods indicated. None of Polycom, its Subsidiaries, nor any of their respective dates thereof independent registered public accounting firms has indicated to Polycom, and to the results Knowledge of operations Polycom, neither Polycom nor any of the Parent and its Subsidiaries has been made aware of (on i) any fraud, whether or not material, that involves any of Polycom’s or its Subsidiaries’ management or other employees or other Persons who have a consolidated basis) role in the preparation of financial statements or the BGS Business, as the case may be, for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Parent internal accounting controls utilized by Polycom and its Subsidiaries or (to ii) any claim or allegation regarding the extent being assumed by the Borrower in the BGS Acquisition) the BGS Business of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflectedforegoing.

Financial Matters. (a) The Borrower Issuer has heretofore furnished delivered to the Administrative Agent Investor copies of (i) the audited consolidated balance sheets of the Parent Issuer and its Subsidiaries as of December 31September 30, 2002, 2001 and 2000, in each case with 1999 and 1998, and the related statements of income, cash flows and stockholders’ ' equity for the fiscal years then ended, together with the opinion of Deloitte & Touche LLP thereon, (ii) the audited consolidated balance sheets of the Acquired Business as of December 31, 2000 and 1999, and the related statements of income, cash flows and net parent investment for the fiscal years then ended, together with the opinion of Ernst & Young LLP thereon, (ii) the unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the last day of the third fiscal quarter of fiscal year 2003, and the related statements of income, cash flows and stockholders’ equity for the nine-month period then ended, (iii) the unaudited consolidated balance sheet of the Parent Issuer and its Subsidiaries as of the last day of the tenth fiscal month of fiscal year 2003March 31, 2001 and the related statements of income and cash flows for the tensix-month period then ended, and (iv) the unaudited consolidated balance sheet of the BGS Business Issuer and its Subsidiaries as of the last day of each of the third fiscal quarter and tenth fiscal month of fiscal year 2003April 30, 2001 and the related statement of income for the periods seven-month period then ended, furnished to and (v) the Borrower by OrthoLogicunaudited consolidated balance sheet of the Acquired Business as of March 31, 2001 and the related statement of income for the three-month period then ended, and (vi) the unaudited consolidated balance sheet of the Acquired Business as of April 30, 2001and the related statement of income for the four-month period then ended (collectively, the "FINANCIAL STATEMENTS"). Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments and, in the case of the BGS Business financial statements, on the assumption that the BGS Business was a separate business entity reportable in accordance with GAAPadjustments) and present fairly in all material respects the financial condition of the Parent Issuer and its Subsidiaries (on a consolidated basis) or the BGS Business, as the case may be, basis as of the respective dates thereof and the consolidated results of operations of the Parent Issuer and its Subsidiaries (on a consolidated basis) or the BGS Business, as the case may be, for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes theretothereto and except as contemplated in the Transaction Documents, there are no material liabilities or obligations with respect to the Parent and Issuer or any of its Subsidiaries or (to the extent being assumed by the Borrower in the BGS Acquisition) the BGS Business of any nature whatsoever that would be required to be reflected in a balance sheet in accordance with GAAP (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected).

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Parent Borrower and its Subsidiaries (including any Excluded Subsidiaries) as of December 31, 20022000, 2001 and 20002002, in each case with and the related statements of income, cash flows and stockholders’ ' equity for the fiscal years then ended, together with the opinion of Ernst Xxxxx & Young LLP thereon, (ii) the unaudited draft audited consolidated balance sheet of the Parent Borrower and its Subsidiaries (including any Excluded Subsidiaries) as of the last day of the third fiscal quarter of fiscal year December 31, 2003, and the related statements of income, cash flows and stockholders’ ' equity for the nine-twelve month period then ended, ended (the "Draft 2003 Audit") and (iii) the unaudited company-prepared consolidated balance sheet sheets of the Parent Borrower and its Subsidiaries as of the last day of the tenth fiscal month of fiscal year 2003, and the related statements of income and cash flows (including Excluded Subsidiaries) for the tentwo-month period then endedended February 29, and 2004 (iv) the unaudited consolidated balance sheet of the BGS Business as of the last day of each of the third fiscal quarter and tenth fiscal month of fiscal year 2003, and the related statement of income for the periods then ended, furnished to the Borrower by OrthoLogic"Two-Month Stub"). Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments and, in the case of the BGS Business financial statements, on the assumption that the BGS Business was a separate business entity reportable in accordance with GAAP) and present fairly in all material respects the financial condition of the Parent Borrower and its Subsidiaries (including any Excluded Subsidiaries) on a consolidated basis) or the BGS Business, as the case may be, basis as of the respective dates thereof and the consolidated results of operations of the Parent Borrower and its Subsidiaries (on a consolidated basis) or the BGS Business, as the case may be, for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes theretothereto or as disclosed on SCHEDULE 8,11, there are no material liabilities or obligations with respect to of the Parent and Borrower or any of its Subsidiaries or (to the extent being assumed by the Borrower in the BGS Acquisition) the BGS Business of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected).

Financial Matters. (ac) The Borrower has prepared, and has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Parent Borrower and its Subsidiaries as of December 31, 20022014 and 2013, 2001 and 2000, in each case with the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of Ernst & Young KPMG LLP thereon, and (ii) the unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries as of the last day of the third fiscal quarter of fiscal year 2003September 30, 2015, and the related statements of income, cash flows and stockholders’ equity for the ninesix-month period then ended, (iii) the unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the last day of the tenth fiscal month of fiscal year 2003, and the related statements of income and cash flows for the ten-month period then ended, and (iv) the unaudited consolidated balance sheet of the BGS Business as of the last day of each of the third fiscal quarter and tenth fiscal month of fiscal year 2003, and the related statement of income for the periods then ended, furnished to the Borrower by OrthoLogic. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments and, in the case of the BGS Business financial statements, on the assumption that the BGS Business was a separate business entity reportable in accordance with GAAPadjustments) and present fairly in all material respects the financial condition of the Parent Borrower and its Subsidiaries (on a consolidated basis) or the BGS Business, as the case may be, basis as of the respective dates thereof and the consolidated results of operations of the Parent Borrower and its Subsidiaries (on a consolidated basis) or the BGS Business, as the case may be, for the respective periods then ended. Except as fully reflected in (x) the most recent financial statements referred to above and the notes thereto, (y) the financial statements previously delivered pursuant to Section 5.1, or (z) any Form 8-K filed by the Borrower with the SEC and previously delivered by the Borrower to the Administrative Agent, there are were, as of the date of the most recent financial statements described in the immediately foregoing clause (x) or (y) or, if later, the date of the most recently delivered Form 8-K, no material liabilities or obligations with respect to the Parent and Borrower or any of its Subsidiaries or (to the extent being assumed by the Borrower in the BGS Acquisition) the BGS Business of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that that, individually or in the aggregate, are required reasonably likely to have a Material Adverse Effect, and since the date thereof neither the Borrower nor any Subsidiary has incurred any liabilities or obligations that, individually or in accordance with GAAP the aggregate, are reasonably likely to be reflected in such financial statements and that are not so reflectedhave a Material Adverse Effect.