The Borrower has furnished to Agent:  (a) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal years ended December 31, 2013, December 31, 2014, and December 31, 2015, and the related consolidated statement of income and cash flow for the period ended December 31, 2015, each certified by the chief financial officer or chief accounting officer of Borrower, (b) an unaudited statement of EBITDA and Operating Cash Flow for the period ended December 31, 2015 reasonably satisfactory in form to the Agent and certified by the chief financial officer or chief accounting officer of Borrower as fairly presenting the EBITDA and Operating Cash Flow for such periods, and (c) certain other financial information relating to the Borrower, the Guarantors, the Unencumbered Pool Assets and the Intercompany Loans.  The balance sheet and statements referred to in clause (a) have been prepared in accordance with generally accepted accounting principles (except as to the absence of footnotes in quarterly statements), the statements of EBITDA and Operating Cash Flow have been calculated in accordance with the definitions thereof, and such financial statements fairly present the consolidated financial condition of Borrower and its Subsidiaries as of such dates and the consolidated results of the operations of Borrower and its Subsidiaries for such periods.  There were no liabilities, contingent or otherwise, of Borrower or any of its Subsidiaries as of the date thereof involving material amounts not disclosed in said financial statements and the related notes thereto.