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 (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 (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) 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 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) 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) audited financial statements of Xxxxxxxx Borrower and each Obligated Party its Subsidiaries as at and for the fiscal year ended December 31, 20202019, and (b) unaudited financial statements of Borrower and each Obligated Party its Subsidiaries as of and for Novemberthe nine (9)-month period ended September 30, 20212020. 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, subject, in the case of any unaudited financial statements, to normal year-end audit adjustments. Neither Borrower nor any other Obligated Party of its Subsidiaries has any material contingent liabilities, liabilities for taxesTaxes, 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 Effect and no circumstance which could reasonably be expected to have a Material Adverse Effect has occurred since the effective date of the audited 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 6.25.2. All projections delivered by Xxxxxxxx and each Obligated Party Borrower to Administrative Agent and the Lenders 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 and the Lenders 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 6.27.1 and Debt otherwise permitted by Section 7.1, Borrower and each Obligated Party had Subsidiary have no Debt.

Financial Statements, etc. Xxxxxxxx has delivered the Closing Date Historical Financials and the Closing Date Projections to Administrative Agent. The Closing Date Historical Financials present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and each Obligated Party has delivered to Administrative Agent (a) audited financial statements its Restricted Subsidiaries as of Xxxxxxxx and each Obligated Party as at such dates 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 such periods 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 subject to year-end audit adjustments and the results absence of operations for the respective periods indicated thereinfootnotes. Neither Borrower nor any other Obligated Party of its Restricted Subsidiaries has any material contingent liabilities, material liabilities for taxesTaxes, unusual and material forward or long-term commitments, or unrealized or anticipated material losses from any unfavorable commitments commitments, except as referred to or reflected in any such financial statementsstatements (or the footnotes thereto). No Material Adverse Event Effect and no circumstance which would reasonably be expected to have a Material Adverse Effect has occurred since the effective date of the most recent financial statements referred to in this Section 6.2. As of December 22, 2021, The Closing Date Projections and 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 and the Lenders 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 and all such assumptions are disclosed in the projectionsLenders, it being understood acknowledged and agreed 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 results may vary materially from such projections may differ from the projected resultsand that Borrower makes no representation that such projections will be realized. 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 Restricted 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-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 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) Lender audited financial statements of Xxxxxxxx Borrower and each Obligated Party its Subsidiaries as at and for the fiscal year ended December 31November 30, 2020, 2015 and (b) unaudited financial statements of Borrower and each Obligated Party its Subsidiaries for Novemberthe [three (3)-month] period ended [February 29, 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, 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 (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) 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 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.