Common use of Financial Statements, etc Clause in Contracts

Financial Statements, etc. Borrower and each Obligated Party has delivered to Administrative Agent (a) audited financial statements of Xxxxxxxx and each Obligated Party as at and for the fiscal year ended December 31, 2020, and (b) unaudited financial statements of Borrower and each Obligated Party for November, 2021. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a consolidated basis, the financial condition of Borrower and each Obligated Party as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. Neither Borrower nor any other Obligated Party has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.2. As of December 22, 2021, all material Guarantees, credit facilities, repurchase facilities or substantially similar facilities or other debt for borrowed money of Borrower (the “Debt for Borrowed Money”) which are presently in effect and/or outstanding are listed on Schedule 6.2. All projections delivered by Xxxxxxxx and each Obligated Party to Administrative Agent have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Administrative Agent and all such assumptions are disclosed in the projections, it being understood that such projections as to future events are not to be viewed as facts and that actual financials during the period or periods covered by any such projections may differ from the projected results. Neither Borrower nor any Obligated Party has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any hedge agreement or other transaction or obligation in respect of derivatives that are not reflected in the most recent financial statements referred to in this Section 6.2. As of December 22, 2021, other than the Debt listed on Schedule 6.2, Borrower and each Obligated Party had no Debt.

Financial Statements, etc. Borrower and each Obligated Party has Borrowers have delivered to Administrative Agent (a) Lender audited financial statements of Xxxxxxxx and each Obligated Party Borrowers as at and for the fiscal year ended December 31, 2020, 2022 and (b) unaudited financial statements of Borrower and each Obligated Party for NovemberBorrowers as of March 31, 20212023. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a consolidated basisConsolidated Basis, the financial condition of Borrower and each Obligated Party Borrowers as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. Neither No Borrower nor any Subsidiary nor any other Obligated Party has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.2. As of December 22, 2021, all material Guarantees, credit facilities, repurchase facilities or substantially similar facilities or other debt for borrowed money of Borrower (the “Debt for Borrowed Money”) which are presently in effect and/or outstanding are listed on Schedule 6.26.02. All projections delivered by Xxxxxxxx and each Obligated Party Borrowers to Administrative Agent Lender have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Administrative Agent Lender and all such assumptions are disclosed in the projections, projections (it being understood for purposes that such projections as are subject to future events significant uncertainties and contingencies, many of which are not to beyond the control of the Borrowers, that no assurance is given that any particular projections will be viewed as facts realized, and that actual financials during the period or periods covered by any such projections results may differ from the projected results). Neither No Borrower nor any Obligated Party Subsidiary has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any hedge agreement Hedge Agreement or other transaction or obligation in respect of derivatives derivatives, that are not reflected in the most most-recent financial statements referred to in this Section 6.26.02. As of December 22, 2021, other Other than the Debt listed on Schedule 6.28.01, Debt reflected on the financial statements delivered pursuant to Sections 1.01(j), 7.01(a) and 7.01(c), and Debt otherwise permitted by Section 8.01, each Borrower and each Obligated Party had Subsidiary has no Debt.

Financial Statements, etc. Borrower and each Obligated Party has delivered to Administrative Agent Lender (a) audited financial statements of Xxxxxxxx and each Obligated Party as at and for the fiscal year ended December 31, 20202013, (b) unaudited financial statements of Xxxxxxxx and each Obligated Party for the three (3)-month period ended June 30, 2014, and (bc) unaudited financial statements of Borrower and each Obligated Party for Novemberthe two (2)-month period ended August 31, 20212014. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a consolidated basis, the financial condition of Borrower and each Obligated Party as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. Neither Borrower nor any other Obligated Party has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.2. As of December 22, 2021, all material Guarantees, credit facilities, repurchase facilities or substantially similar facilities or other debt for borrowed money of Borrower (the “Debt for Borrowed Money”) which are presently in effect and/or outstanding are listed on Schedule 6.2. All projections delivered by Xxxxxxxx Borrower and each Obligated Party to Administrative Agent Lender have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Administrative Agent 27 Credit and Security Agreement Lender and all such assumptions are disclosed in the projections, it being understood that such projections as to future events are not to be viewed as facts and that actual financials during the period or periods covered by any such projections may differ from the projected results. Neither Borrower nor any Obligated Party has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any hedge agreement or other transaction or obligation in respect of derivatives derivatives, that are not reflected in the most most-recent financial statements referred to in this Section 6.2. As of December 22August 31, 20212014, other than the Debt listed on Schedule 6.2, Borrower and each Obligated Party had no Debt.

Financial Statements, etc. Borrower and each Obligated Party has Borrowers have delivered to Administrative Agent (a) Lender audited financial statements of Xxxxxxxx and each Obligated Party Borrowers as at and for the fiscal year ended December 31, 2020, 2022 and (b) unaudited financial statements of Borrower and each Obligated Party for NovemberBorrowers as of March 31, 20212023. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a consolidated basisConsolidated Basis, the financial condition of Borrower and each Obligated Party Borrowers as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. Neither No Borrower nor any Subsidiary nor any other Obligated Party has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.2. As of December 22, 2021, all material Guarantees, credit facilities, repurchase facilities or substantially similar facilities or other debt for borrowed money of Borrower (the “Debt for Borrowed Money”) which are presently in effect and/or outstanding are listed on Schedule 6.26.02. All projections delivered by Xxxxxxxx and each Obligated Party Borrowers to Administrative Agent Lender have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Administrative Agent Lender and all such assumptions are disclosed in the projections, projections (it being understood for purposes that such projections as are subject to future events significant uncertainties and contingencies, many of which are not to beyond the control of the Borrowers, that no assurance is given that any particular projections will be viewed as facts realized, and that actual financials during the period or periods covered by any such projections results may differ from the projected results). Neither No Borrower nor any Obligated Party Subsidiary has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any hedge agreement Hedge Agreement or other transaction or obligation in respect of derivatives derivatives, that are not reflected in the most most-recent financial statements referred to in this Section 6.26.02. As of December 22, 2021, other Other than the Debt listed on Schedule 6.28.01, Debt reflected on the financial statements delivered pursuant to Sections 7.01(a) and 7.01(c), and Debt otherwise permitted by Section 8.01, each Borrower and each Obligated Party had Subsidiary has no Debt.

Financial Statements, etc. Borrower and each Obligated Party has delivered to Administrative Agent (a) audited financial statements of Xxxxxxxx and each Obligated Party as at and loanDepot, Inc. with consolidating financial statements including the Borrower for the fiscal year ended December 31, 20202023, and (b) unaudited financial statements of Borrower and each Obligated Party loanDepot, Inc. for NovemberSeptember 30, 20212024. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a consolidated basis, the financial condition of Borrower and each Obligated Party as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. Neither Borrower nor any other Obligated Party has does not have any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.26.3. As of December 22, 2021the Closing Date, all material Guaranteesguarantees, credit facilities, repurchase facilities or substantially similar facilities or other debt for borrowed money of Borrower (the “Debt for Borrowed Money”) which are presently in effect and/or outstanding are listed on Schedule 6.2III to the Pricing Side Letter (the “Existing Debt”). All projections delivered by Xxxxxxxx and each Obligated Party Borrower to Administrative Agent have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Administrative Agent and all such assumptions are disclosed in the projections, it being understood that such projections as to future events are not to be viewed as facts and that actual financials during the period or periods covered by any such projections may differ from the projected results. Neither Borrower nor any Obligated Party has does not have any material Guaranteesguarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any hedge agreement or other transaction or obligation in respect of derivatives that are not reflected in the most recent financial statements referred to in this Section 6.26.3. As of December 22, 2021the Closing Date, other than the Existing Debt listed on Schedule 6.2III to the Pricing Side Letter, Borrower and each Obligated Party had no DebtIndebtedness.

Financial Statements, etc. Borrower and each Obligated Party has delivered to Administrative Agent (a) Lender audited financial statements of Xxxxxxxx Borrower and each Obligated Party its Subsidiaries as at and for the fiscal year ended December 31, 2020, 2015 and (b) unaudited financial statements of Borrower and each Obligated Party its Subsidiaries for Novemberthe nine (9)-month period ended September 30, 20212016. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a consolidated basis, the financial condition of Borrower and each Obligated Party its Subsidiaries as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. Neither Borrower nor any other Obligated Party of its Subsidiaries has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.2. As of December 22, 2021, all material Guarantees, credit facilities, repurchase facilities or substantially similar facilities or other debt for borrowed money of Borrower (the “Debt for Borrowed Money”) which are presently in effect and/or outstanding are listed on Schedule 6.2. All projections delivered by Xxxxxxxx and each Obligated Party Borrower to Administrative Agent Lender have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Administrative Agent Lender and all such assumptions are disclosed in the projections, it being understood that such projections as to future events are not to be viewed as facts and that actual financials during the period or periods covered by any such projections may differ from the projected results. Neither Borrower nor any Obligated Party of its Subsidiaries has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any hedge agreement Hedge Agreement or other transaction or obligation in respect of derivatives derivatives, that are not reflected in the most most-recent financial statements referred to in this Section 6.2. As of December 22, 2021, 6.2 other than the Debt listed reflected on Schedule 6.2, Borrower and each Obligated Party had no Debt.

Financial Statements, etc. Borrower and each Obligated Party has delivered to Administrative Agent (a) audited Lender an unaudited financial statements report of Xxxxxxxx and each Obligated Party Borrower as at and for of the fiscal year quarter ended December March 31, 2020, and (b) unaudited financial statements of Borrower and each Obligated Party for November, 20212018. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a consolidated basis, the financial condition of Borrower and each Obligated Party its Subsidiaries as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. Neither the Borrower nor any other Obligated Party of its Subsidiaries has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No There has been no Material Adverse Event has occurred with respect to Borrower or any of its Subsidiaries since the effective date of the most recent financial statements referred to in this Section 6.2. As of December 22, 2021, all material Guarantees, credit facilities, repurchase facilities or substantially similar facilities or other debt for borrowed money of Borrower (the “Debt for Borrowed Money”) which are presently in effect and/or outstanding are listed on Schedule 6.2Section. All projections delivered by Xxxxxxxx and each Obligated Party Borrower to Administrative Agent Lender have been prepared in good faith, with care and diligence and use using assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Administrative Agent Lender and all such assumptions are disclosed in the projections, it being understood that such acknowledged and agreed by Lender that, to the extent included in any of the foregoing, projections or estimates as to future events are inherently uncertain and are not to be viewed as facts and that the actual financials results during the period or periods covered by any such projections or estimates may materially differ from the projected results. Neither Borrower nor any Obligated Party has any no material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any hedge agreement or other transaction or obligation in respect of derivatives derivatives, that are not reflected on Schedule 6.2 or in the most most-recent financial statements referred to in this Section 6.2. As of December 22, 2021, other than the Debt listed on Schedule 6.2, Borrower and each Obligated Party had no Debt.

Financial Statements, etc. Borrower and each Obligated Party has delivered to Administrative Agent (a) Lender audited financial statements of Xxxxxxxx Borrower and each Obligated Party as at and for the fiscal year ended December 31, 2020, 2014 and (b) unaudited financial statements of Borrower and each Obligated Party for Novemberthe three (3)-month period ended September 30, 20212015. Such financial statements are true and correctcorrect in all material respects, have been prepared in accordance with GAAP, and fairly and accurately present, on a consolidated basis, the financial condition of Borrower and each Obligated Party as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. Neither Borrower nor any other Obligated Party has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.2. As of December 22, 2021, all material Guarantees, credit facilities, repurchase facilities or substantially similar facilities or other debt for borrowed money of Borrower (the “Debt for Borrowed Money”) which are presently in effect and/or outstanding are listed on Schedule 6.2. All projections delivered by Xxxxxxxx Borrower and each Obligated Party to Administrative Agent Lender have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Administrative Agent Lender and all such assumptions are disclosed in the projections, it being understood that such projections as to future events are not to be viewed as facts and that actual financials during the period or periods covered by any such projections may differ from the projected results. Neither Borrower nor any Obligated Party has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term longterm commitments, or any hedge agreement Hedge Agreement or other transaction or obligation in respect of derivatives derivatives, that are not reflected in the most most-recent financial statements referred to in this Section 6.2. As of December 22, 2021, other Other than the Debt listed on Schedule 6.2, Borrower and each Obligated Party had have no Debt.

Financial Statements, etc. Borrower and each Obligated Party has delivered to Administrative Agent (a) The audited financial consolidated balance sheets of the Borrower as of December 31, 2003 and 2004 and the audited consolidated statements of Xxxxxxxx operations and each Obligated Party as at and cash flows for the fiscal year years ended December 31, 20202002, 2003 and (b) unaudited financial statements of Borrower 2004 were prepared in accordance with Regulation S-X and each Obligated Party for Novemberfairly present, 2021. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a the consolidated basis, financial position of the financial condition of Borrower and each Obligated Party as of the respective dates indicated therein each such date and the its consolidated results of operations for each such period. The Borrower and its Subsidiaries did not have, as of the respective periods indicated therein. Neither Borrower nor any other Obligated Party has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the latest financial statements referred to in this Section 6.2. As above, and will not have as of December 22, 2021, all material Guarantees, credit facilities, repurchase facilities or substantially similar facilities or the Closing Date after giving effect to the incurrence of Loans hereunder and other debt for borrowed money of Borrower (the “Debt for Borrowed Money”) which are presently in effect and/or outstanding are listed on Schedule 6.2. All projections delivered by Xxxxxxxx and each Obligated Party to Administrative Agent have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Administrative Agent and all such assumptions are disclosed than as reflected in the projectionsBorrower’s financial statements on Form 10-Q for the three months ended March 31, it being understood that such projections as 2005 (subject to future events are not to be viewed as facts the absence of footnotes and that actual financials during the period or periods covered by any such projections may differ from the projected results. Neither Borrower nor any Obligated Party has normal year-end audit adjustments), any material Guarantees, or significant contingent liabilities, liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitments, or any hedge agreement or other transaction or obligation in respect of derivatives commitment that are is not reflected in the most recent foregoing financial statements referred or the notes thereto in accordance with GAAP and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries. (b) The Borrower has received consideration which is the reasonable equivalent value of the obligations and liabilities that the Borrower has incurred to the Administrative Agent and the Lenders. The Borrower now has capital sufficient to carry on its business and transactions and all business and transactions in this Section 6.2. As which it is about to engage and is now solvent and able to pay its debts as they mature and the Borrower, as of December 22the Closing Date, 2021owns property having a value, other both at fair valuation and at present fair salable value, greater than the Debt listed amount required to pay the Borrower’s debts; and the Borrower is not entering into the Credit Documents with the intent to hinder, delay or defraud its creditors. For purposes of this section 7.8(b), “debt” means any liability on Schedule 6.2a claim, Borrower and each Obligated Party had no Debt“claim” means (x) right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (y) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financial Statements, etc. Borrower and each Obligated Party has delivered to Administrative Agent (a) The audited financial consolidated balance sheets of the Company as of December 31, 1999 and December 31, 2000 and the audited consolidated statements of Xxxxxxxx operations and each Obligated Party as at and cash flows for the fiscal year years ended December 31, 20201998, December 31, 1999 and (b) unaudited financial statements of Borrower and each Obligated Party for NovemberDecember 31, 2021. Such financial statements are true and correct, have been 2000 were prepared in accordance with GAAP, Regulation S-X and fairly and accurately present, on a consolidated basis, present the financial condition position of Borrower and each Obligated Party the Company as of the respective dates indicated therein each such date and the its results of operations for each such period. The consolidated pro forma income statements and balance sheets of the Company and its Subsidiaries (after giving effect to the Target Acquisition) were prepared on a basis consistent with the requirements of, but not pursuant to, Rule 11-02 if Regulation S-X and the Projections include all adjustments necessary to present fairly in all material respects the pro forma financial conditions of the Company and its Subsidiaries (after giving effect to the Target Acquisition) at the respective dates and for the respective periods indicated thereinindicated. Neither Borrower nor any other Obligated Party has The Company and its Subsidiaries did not have, as of the date of the latest Financial Statements referred to above, and will not have as of the Closing Date after giving effect to the consummation of the Target Acquisition and the incurrence of Loans hereunder, any material or significant contingent liabilities, liabilities liability or liability for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.2. As of December 22, 2021, all material Guarantees, credit facilities, repurchase facilities or substantially similar facilities or other debt for borrowed money of Borrower (the “Debt for Borrowed Money”) which are presently in effect and/or outstanding are listed on Schedule 6.2. All projections delivered by Xxxxxxxx and each Obligated Party to Administrative Agent have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Administrative Agent and all such assumptions are disclosed in the projections, it being understood that such projections as to future events are not to be viewed as facts and that actual financials during the period or periods covered by any such projections may differ from the projected results. Neither Borrower nor any Obligated Party has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases lease or unusual forward or long-term commitments, or any hedge agreement or commitment (other transaction or obligation in respect of derivatives than Precious Metal Leases) that are is not reflected in the most recent foregoing financial statements referred or the notes thereto in accordance with GAAP and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries (including the Target and its Subsidiaries). (b) Each Borrower has received consideration which is the reasonable equivalent value of the obligations and liabilities that such Borrower has incurred to the Administrative Agent and the Lenders. Each Borrower now has capital sufficient to carry on its business and transactions and all business and transactions in this Section 6.2. As which it is about to engage and is now solvent and able to pay its debts as they mature and each Borrower, as of December 22the Closing Date, 2021owns property having a value, other both at fair valuation and at present fair salable value, greater than the Debt listed on Schedule 6.2, Borrower amount required to pay such Borrower's debts; and each Obligated Party had no DebtBorrower is not entering into the Credit Documents with the intent to hinder, delay or defraud its creditors. For purposes of this section 7.8(b), "debt" means any liability on a claim, and "claim" means (x) right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (y) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financial Statements, etc. Borrower and each Obligated Party has delivered to Administrative Agent (a) The audited financial consolidated balance sheets of the Borrower as of December 31, 2000, 2001 and 2002 and the audited consolidated statements of Xxxxxxxx operations and each Obligated Party as at and cash flows for the fiscal year years ended December 31, 20202000, 2001 and (b) unaudited financial statements of Borrower and each Obligated Party for November, 2021. Such financial statements are true and correct, have been 2002 were prepared in accordance with GAAP, Regulation S-X and fairly and accurately present, on a consolidated basis, present the financial condition position of the Borrower and each Obligated Party as of the respective dates indicated therein each such date and the its results of operations for each such period. The Borrower and its Subsidiaries did not have, as of the respective periods indicated therein. Neither Borrower nor any other Obligated Party has date of the latest Financial Statements referred to above, and will not have as of the Closing Date after giving effect to the incurrence of Loans hereunder, any material or significant contingent liabilities, liabilities liability or liability for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.2. As of December 22, 2021, all material Guarantees, credit facilities, repurchase facilities or substantially similar facilities or other debt for borrowed money of Borrower (the “Debt for Borrowed Money”) which are presently in effect and/or outstanding are listed on Schedule 6.2. All projections delivered by Xxxxxxxx and each Obligated Party to Administrative Agent have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Administrative Agent and all such assumptions are disclosed in the projections, it being understood that such projections as to future events are not to be viewed as facts and that actual financials during the period or periods covered by any such projections may differ from the projected results. Neither Borrower nor any Obligated Party has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases lease or unusual forward or long-term commitments, or any hedge agreement or other transaction or obligation in respect of derivatives commitment that are is not reflected in the most recent foregoing financial statements referred or the notes thereto in accordance with GAAP and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries. (b) The Borrower has received consideration which is the reasonable equivalent value of the obligations and liabilities that the Borrower has incurred to the Administrative Agent and the Lenders. The Borrower now has capital sufficient to carry on its business and transactions and all business and transactions in this Section 6.2. As which it is about to engage and is now solvent and able to pay its debts as they mature and the Borrower, as of December 22the Closing Date, 2021owns property having a value, other both at fair valuation and at present fair salable value, greater than the Debt listed amount required to pay the Borrower's debts; and the Borrower is not entering into the Credit Documents with the intent to hinder, delay or defraud its creditors. For purposes of this section 7.8(b), "DEBT" means any liability on Schedule 6.2a claim, Borrower and each Obligated Party had no Debt"CLAIM" means (x) right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (y) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financial Statements, etc. Borrower and each Obligated Party has delivered to Administrative Agent (a) audited financial statements of Xxxxxxxx Borrower and each Obligated Party as at and for the fiscal year ended December 31, 20202022, and (b) unaudited financial statements of Borrower and each Obligated Party for NovemberMay, 20212023. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a consolidated basis, the financial condition of Borrower and each Obligated Party as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. Neither Borrower nor any other Obligated Party has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.2. As of December 22June 30, 20212023, all material Guaranteesguarantees, credit facilities, repurchase facilities or substantially similar facilities or other debt for borrowed money of Borrower (the “Debt for Borrowed Money”) which are presently in effect and/or outstanding are listed on Schedule 6.2. All projections delivered by Xxxxxxxx and each Obligated Party to Administrative Agent have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Administrative Agent and all such assumptions are disclosed in the projections, it being understood that such projections as to future events are not to be viewed as facts and that actual financials during the period or periods covered by any such projections may differ from the projected results. Neither Borrower nor any Obligated Party has any material Guaranteesguarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any hedge agreement or other transaction or obligation in respect of derivatives that are not reflected in the most recent financial statements referred to in this Section 6.2. As of December 22June 30, 20212023, other than the Debt listed on Schedule 6.2, Borrower and each Obligated Party had no Debt.

Financial Statements, etc. Borrower and each Obligated Party has delivered to Administrative Agent Lender an unaudited income statement of Borrower and its Subsidiaries for the nine (a) 9)-month period ended September 30, 2013. Victory has delivered to Lender audited financial statements of Xxxxxxxx Victory and each Obligated Party its Subsidiaries as at and for the fiscal year ended December 31, 20202012, and (b) unaudited financial statements of Borrower Victory and each Obligated Party its Subsidiaries as at and for Novemberthe nine (9)-month period ended September 30, 20212013. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a consolidated basis, the financial condition of Borrower or Victory, as applicable, and each Obligated Party its respective Subsidiaries as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. Neither Borrower nor any other Obligated Party of its Subsidiaries nor Victory nor any of its Subsidiaries has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.2. As of December 22, 2021, all material Guarantees, credit facilities, repurchase facilities or substantially similar facilities or other debt for borrowed money of Borrower (the “Debt for Borrowed Money”) which are presently in effect and/or outstanding are listed on Schedule 6.2. All projections delivered by Xxxxxxxx Borrower and each Obligated Party Victory to Administrative Agent Lender have been prepared in good faith, with care and diligence and use using assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Administrative Agent Lender and all such assumptions are disclosed in the projections, it being understood that such projections as to future events are not to be viewed as facts and that actual financials during the period or periods covered by any such projections may differ from the projected results. Neither Borrower nor any Obligated Party has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any hedge agreement or other transaction or obligation in respect of derivatives that are not reflected in the most recent financial statements referred to in this Section 6.2. As of December 22, 2021, other Other than the Debt listed on Schedule 6.28.1 and Debt otherwise permitted by Section 8.1, Borrower and each Obligated Party had Subsidiary have no Debt.

Financial Statements, etc. Borrower and each Obligated Party has delivered to Administrative Agent Lender (a) audited financial statements of Xxxxxxxx Borrower and each Obligated Party as at and for the fiscal year ended December 31, 20202013, and (b) unaudited financial statements of Borrower and each Obligated Party for Novemberthe three (3)-month period ended June 30, 20212014, and (c) unaudited financial statements of Borrower and each Obligated Party for the two (2)-month period ended August 31, 2014. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a consolidated basis, the financial condition of Borrower and each Obligated Party as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. Neither Borrower nor any other Obligated Party has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.2. As of December 22, 2021, all material Guarantees, credit facilities, repurchase facilities or substantially similar facilities or other debt for borrowed money of Borrower (the “Debt for Borrowed Money”) which are presently in effect and/or outstanding are listed on Schedule 6.2. All projections delivered by Xxxxxxxx Borrower and each Obligated Party to Administrative Agent Lender have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Administrative Agent Lender and all such assumptions are disclosed in the projections, it being understood that such projections as to future events are not to be viewed as facts and that actual financials during the period or periods covered by any such projections may differ from the projected results. Neither Borrower nor any Obligated Party has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-long- term commitments, or any hedge agreement or other transaction or obligation in respect of derivatives derivatives, that are not reflected in the most most-recent financial statements referred to in this Section 6.2. As of December 22August 31, 20212014, other than the Debt listed on Schedule 6.2, Borrower and each Obligated Party had no Debt.

Financial Statements, etc. Borrower and each Obligated Party has delivered to Administrative Agent (a) The Company has furnished to the Global Agent and the Lenders complete and correct copies of the audited financial consolidated statements of Xxxxxxxx financial position (balance sheets) of the Company and each Obligated Party its consolidated Subsidiaries as at of February 28, 2010 and the related audited consolidated statements of operation (income statements), shareholders’ equity, and cash flows of the Company and its consolidated Subsidiaries for the fiscal year ended December 31of the Company then ended, 2020accompanied by the report thereon of Ernst & Young LLP, and (b) unaudited as included in the Company’s Report on Form 10-K filed with the SEC. All such financial statements of Borrower and each Obligated Party for November, 2021. Such financial statements are true and correct, have been prepared in accordance with GAAP, consistently applied (except as stated therein), and fairly and accurately present, on a consolidated basis, present the financial condition position of Borrower the Company and each Obligated Party its consolidated Subsidiaries as of the respective dates indicated therein and the consolidated results of their operations and cash flows for the respective periods indicated thereinindicated. Neither Borrower nor any other Obligated Party has The Company and its consolidated Subsidiaries did not have, as of the date of the latest financial statements referred to above, and will not have as of the Closing Date after giving effect to the incurrence of Loans or LC Issuances hereunder, any material or significant contingent liabilities, liabilities liability or liability for taxes, long-term lease or unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or commitment that is not reflected in the foregoing financial statements or the notes thereto in accordance with GAAP and that in any such case is material in relation to the business, operations, properties, assets, financial statements. No Material Adverse Event has occurred since the effective date or other condition of the Company and its Subsidiaries, taken as a whole. (b) The financial statements referred projections of the Company and its Subsidiaries for the fiscal years 2011 through 2015 prepared by the Company and delivered to in this Section 6.2. As of December 22, 2021, all material Guarantees, credit facilities, repurchase facilities or substantially similar facilities or other debt for borrowed money of Borrower the Global Agent and the Lenders (the “Debt for Borrowed MoneyFinancial Projections”) which are presently in effect and/or outstanding are listed were prepared on Schedule 6.2. All projections delivered by Xxxxxxxx and each Obligated Party to Administrative Agent have been prepared behalf of the Company in good faithfaith after taking into account historical levels of business activity of the Company and its Subsidiaries, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Administrative Agent known trends, including general economic trends, and all such other information, assumptions are disclosed and estimates considered by management of the Company and its Subsidiaries to be pertinent thereto; provided, however, that no representation or warranty is made as to the impact of future general economic conditions or as to whether the Company’s projected consolidated results as set forth in the projectionsFinancial Projections will actually be realized, it being understood recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual financials during results for the period or periods covered by any such projections the Financial Projections may differ materially from the projected resultsFinancial Projections. Neither Borrower nor any Obligated Party has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any hedge agreement or other transaction or obligation in respect No facts are known to the Company as of derivatives that the Closing Date which are not reflected in the most recent financial statements referred to Financial Projections and if reflected in this Section 6.2. As the Financial Projections would result in a material adverse change in the assets, liabilities, results of December 22, 2021, other than the Debt listed on Schedule 6.2, Borrower and each Obligated Party had no Debtoperations or cash flows reflected therein.

Financial Statements, etc. Borrower and each Obligated Party has delivered to Administrative Agent Lender (a) audited financial statements of Xxxxxxxx Borrower and each Obligated Party as at and for the fiscal year ended December 31, 20202013, and (b) unaudited financial statements of Borrower and each Obligated Party for Novemberthe three (3)-month period ended June 30, 20212014, and (c) unaudited financial statements of Borrower and each Obligated Party for the two (2)-month period ended August 31, 2014. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a consolidated basis, the financial condition of Borrower and each Obligated Party as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. Neither Borrower nor any other Obligated Party has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.2. As of December 22, 2021, all material Guarantees, credit facilities, repurchase facilities or substantially similar facilities or other debt for borrowed money of Borrower (the “Debt for Borrowed Money”) which are presently in effect and/or outstanding are listed on Schedule 6.2. All projections delivered by Xxxxxxxx Borrower and each Obligated Party to Administrative Agent Lender have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Administrative Agent Lender and all such assumptions are disclosed in the projections, it being understood that such projections as to future events are not to be viewed as facts and that actual financials during the period or periods covered by any such projections may differ from the projected results. Neither Borrower nor any Obligated Party has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any hedge agreement or other transaction or obligation in respect of derivatives derivatives, that are not reflected in the most most-recent financial statements referred to in this Section 6.2. As of December 22August 31, 20212014, other than the Debt listed on Schedule 6.2, Borrower and each Obligated Party had no Debt.

Financial Statements, etc. Borrower and each Obligated Party has delivered to Administrative Agent (a) The audited financial consolidated balance sheets of the Borrower as of December 31, 2002, 2003 and 2004 and the audited consolidated statements of Xxxxxxxx operations and each Obligated Party as at and cash flows for the fiscal year years ended December 31, 20202002, 2003 and (b) unaudited financial statements of Borrower and each Obligated Party for November, 2021. Such financial statements are true and correct, have been 2004 were prepared in accordance with GAAP, Regulation S-X and fairly and accurately present, on a consolidated basis, present the financial condition position of the Borrower and each Obligated Party as of the respective dates indicated therein each such date and the its results of operations for each such period. The Borrower and its Subsidiaries did not have, as of the respective periods indicated therein. Neither Borrower nor any other Obligated Party has date of the latest Financial Statements referred to above, and will not have as of the Closing Date after giving effect to the incurrence of Loans hereunder, any material or significant contingent liabilities, liabilities liability or liability for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.2. As of December 22, 2021, all material Guarantees, credit facilities, repurchase facilities or substantially similar facilities or other debt for borrowed money of Borrower (the “Debt for Borrowed Money”) which are presently in effect and/or outstanding are listed on Schedule 6.2. All projections delivered by Xxxxxxxx and each Obligated Party to Administrative Agent have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Administrative Agent and all such assumptions are disclosed in the projections, it being understood that such projections as to future events are not to be viewed as facts and that actual financials during the period or periods covered by any such projections may differ from the projected results. Neither Borrower nor any Obligated Party has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases lease or unusual forward or long-term commitments, or any hedge agreement or other transaction or obligation in respect of derivatives commitment that are is not reflected in the most recent foregoing financial statements referred or the notes thereto in accordance with GAAP and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries. (b) The Borrower has received consideration which is the reasonable equivalent value of the obligations and liabilities that the Borrower has incurred to the Administrative Agent and the Lenders. The Borrower now has capital sufficient to carry on its business and transactions and all business and transactions in this Section 6.2. As which it is about to engage and is now solvent and able to pay its debts as they mature and the Borrower, as of December 22the Closing Date, 2021owns property having a value, other both at fair valuation and at present fair salable value, greater than the Debt listed amount required to pay the Borrower's debts; and the Borrower is not entering into the Credit Documents with the intent to hinder, delay or defraud its creditors. For purposes of this section 7.8(b), "DEBT" means any liability on Schedule 6.2a claim, Borrower and each Obligated Party had no Debt"CLAIM" means (x) right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (y) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financial Statements, etc. Borrower and each Obligated Party has delivered to Administrative Agent (a) audited financial statements of Xxxxxxxx loanDepot, Inc. and each Obligated Party as at and for the fiscal year ended December 31, 20202022, and (b) unaudited financial statements of loanDepot, Inc. Borrower and each Obligated Party for NovemberMay, 202120231. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a consolidated basis, the financial condition of Borrower and each Obligated Party as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. Neither Borrower nor any other Obligated Party has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.2. As of December 2219, 20212023, all material Guaranteesguarantees, credit facilities, repurchase facilities or substantially similar facilities or other debt for borrowed money of Borrower (the “Debt for Borrowed Money”) which are presently in effect and/or outstanding are listed on Schedule 6.2. All projections delivered by Xxxxxxxx Borrower and each Obligated Party to Administrative Agent have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Administrative Agent and all such assumptions are disclosed in the projections, it being understood that such projections as to future events are not to be viewed as facts and that actual financials during the period or periods covered by any such projections may differ from the projected results. Neither Borrower nor any Obligated Party has any material Guaranteesguarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any hedge agreement or other transaction or obligation in respect of derivatives deriva 36 Credit and Security Agreement / tives that are not reflected in the most recent financial statements referred to in this Section 6.2. As of December 2219, 20212023, other than the Debt listed on Schedule 6.2, Borrower and each Obligated Party had no Debt.

Financial Statements, etc. Borrower and each Obligated Party Xxxxxxxx has delivered to Administrative Agent (a) audited Lender reviewed financial statements of Xxxxxxxx Borrower and each Obligated Party its Subsidiaries as at and for the fiscal year ended December 31, 20202017, and (b) unaudited financial statements of Borrower and each Obligated Party its Subsidiaries for Novemberthe one (1)-month period ended December 31, 20212018. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a consolidated basis, the financial condition of Borrower and each Obligated Party its Subsidiaries as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. Neither Borrower nor any other Obligated Party has does not have any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.2. As of December 22, 2021, all material Guarantees, credit facilities, repurchase facilities or substantially similar facilities or other debt for borrowed money of Borrower (the “Debt for Borrowed Money”) which are presently in effect and/or outstanding are listed on Schedule 6.2. All projections delivered by Xxxxxxxx and each Obligated Party Borrower to Administrative Agent Lender have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Administrative Agent Lender and all such assumptions are disclosed in the projections, it being understood that such projections as to future events are not to be viewed as facts and that actual financials during the period or periods covered by any such projections may differ from the projected results. Neither Borrower nor any Obligated Party of its Subsidiaries, if applicable, has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any hedge agreement Hedge Agreement or other transaction or obligation in respect of derivatives derivatives, that are not reflected in the most most-recent financial statements referred to in this Section 6.2. As of December 22, 2021, other Other than the Debt listed on Schedule 6.28.1 and Debt otherwise permitted by Section 8.1, Borrower and each Obligated Party had Subsidiary have no Debt.