Common use of Financial Statements; No Material Adverse Effect Clause in Contracts

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended Interim Financial Statements (i) were prepared in accordance with GAAP IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentsadjustments and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The audited consolidated statements of financial condition of the Parent Borrower and its Subsidiaries for the fiscal year ended 2020 and, thereafter, the most recent Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Company Parent Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; . (iiib) show From December 31, 2020 to and including the Closing Date, there has been no Disposition by any Loan Party or any Subsidiary, or any Involuntary Disposition, of any material part of the business or property of any Loan Party or any Subsidiary, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material to any Loan Party or any Subsidiary, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (c) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material Indebtedness respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and other liabilities, direct or contingent, cash flows of the Company Parent Borrower and its Subsidiaries as of the date thereof, including liabilities dates thereof and for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAPperiods covered thereby. (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (cd) Since the date of the Audited Financial StatementsDecember 31, 2020, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness, material commitments for Indebtedness and other liabilities, direct or contingent, material tax liabilities of the Company and its Subsidiaries Consolidated Parties as of the date thereofof such financial statements. (b) Except as disclosed on Schedule 6.05 to the Disclosure Letter during the period from December 31, 2012 to and including liabilities for taxesthe Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material commitments part of the business or Property of the Consolidated Parties, taken as a whole, and Indebtednessno purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the extent required Lenders on or prior to be reflected thereon pursuant to GAAPthe Closing Date. (c) The financial statements delivered pursuant to Section 7.01(a) and (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, (except as may otherwise expressly noted therein, be permitted under Section 7.01(a) and (iib)) and present fairly present (on the basis disclosed in the footnotes to such financial condition of statements) the Company and its Subsidiaries as of the date thereof and their consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentssuch periods. (cd) Since During the date of period from December 31, 2012, to and including the Audited Financial StatementsClosing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (de) Each Borrower is Solvent and delivery hereunder by the Loan Parties, on a Consolidated basis, are Solvent. No transfer Parent or any of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors its Subsidiaries of any Loan Partyfinancial statements, compliance certificates or other calculations involving pro forma determinations or calculations fairly presents the pro forma financial condition of the Parent and/or its Subsidiaries (as applicable) as at the date set forth thereon.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated consolidated balance sheet of the Company and its Subsidiaries dated as of June 30April 1, 20212018, and the related Consolidated consolidated statements of income or operations, shareholdersstockholders’ equity and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the Closing Date that are not reflected on such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon therein pursuant to GAAP. (b) The unaudited Consolidated consolidated balance sheet sheets of the Company and its Subsidiaries dated as of June 30July 4, 2021, 2021 and the related Consolidated consolidated statements of income or operations, shareholders’ equity and cash flows for the month then fiscal quarter ended on each such date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout and the period covered therebyAudited Financial Statements show, except as otherwise expressly noted therein; (iii) show reflect or describe all material Indebtedness indebtedness and other liabilities, direct or contingent, material contingent liabilities of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP, including liabilities for taxes, material long term commitments and Indebtedness other than those that are (A) not material to the Company and its Subsidiaries as a whole or (B) are reflected in the Company’s most recent report on Form 10-K and any subsequent reports on Form 10-Q or Form 8-K filed with the SEC. (b) The unaudited Consolidated consolidated balance sheet of the Company and its Subsidiaries dated as of June 30March 31, 2021, 2013 and the related Consolidated consolidated statements of income or operations, shareholders’ equity and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present present, in all material respects, the financial condition of the Company Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated consolidated balance sheet sheets of the Company Parent and its Subsidiaries dated as of June September 30, 20212013, and the related Consolidated consolidated statements of income or operations, shareholders’ equity and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, therein and (ii) fairly present present, in all material respects, the financial condition of the Company Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent The Projections were prepared in good faith upon accounting principles consistent with the Audited Financial Statements and upon assumptions that are reasonable at the time made and at the time the related Projections are made available to the Administrative Agent and the Loan PartiesArrangers, on a Consolidated basisit being understood that the Projections are not to be viewed as facts and are subject to significant uncertainties and contingencies, many of which are Solvent. No transfer of property has been or beyond the Borrower’s control (and that may be material) and that no assurance can be given that any Projection will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Partyrealized.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries dated as of June 30, 20212011, and the related Consolidated consolidated statements of income or operations, shareholders’ equity and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) During the period from December 31, 2010, to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or Property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) The financial statements delivered pursuant to Section 6.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 6.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (ai) The unaudited pro forma consolidated balance sheet of the Company and its Subsidiaries as at March 31, 2006 (including the notes thereto) (the “Pro Forma Balance Sheet”) and a pro forma consolidated statement of operations of the Company and its Subsidiaries for the twelve months ended March 31, 2006 (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such periods, as the case may be) to the Transaction. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Company to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the Company and its Subsidiaries as at March 31, 2006 and their estimated results of operations for the periods covered thereby, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of the periods covered thereby. (ii) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; . During the period from December 31, 2005 to and including the Closing Date, there has been (iiii) show all no sale, transfer or other disposition by the Company or any of its Subsidiaries of any material Indebtedness and other liabilities, direct part of the business or contingent, property of the Company and or any of its Subsidiaries Subsidiaries, taken as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereina whole, and (ii) fairly present no purchase or other acquisition by the Company or any of its Subsidiaries of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Company and its Subsidiaries as Subsidiaries, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders prior to the Closing Date. (b) The forecasts of consolidated balance sheets, income statements and cash flow statements of the date thereof Company and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), its Subsidiaries which have been furnished to the absence Administrative Agent prior to the Closing Date have been prepared in good faith on the basis of footnotes the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and to normal year-end audit adjustmentsthat such variations may be material. (c) Since the date of the Audited Financial StatementsPushdown Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent As of the Closing Date, none of the Covenant Parties or any of their Subsidiaries has any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) the liabilities reflected on Schedule 5.05, (ii) obligations arising under this Agreement, (iii) liabilities incurred in the ordinary course of business and (iv) liabilities disclosed in the Loan PartiesPro Forma Financial Statements) that, on either individually or in the aggregate, have had or could reasonably be expected to have a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan PartyMaterial Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present present, in all material respects, the financial condition of the Company and its Subsidiaries Consolidated Group as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated and consolidating balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, Consolidated Group and the related Consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present present, in all material respects, the financial condition of the Company and its Subsidiaries Consolidated Group as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, except as described on Schedule 1.01(d), there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent The Loan Parties and the Loan Partiestheir Subsidiaries, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan PartyParty or Subsidiary thereof. (e) Holdings and its Subsidiaries have not made as of the Fourth Amendment Effective Date, and as of the Fourth Amendment Effective Date do not expect to make, any accounting adjustments, restatements or other modifications to the Existing Financial Statements, other than those which have been disclosed in writing to the Administrative Agent and the Lenders prior to the Fourth Amendment Effective Date.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present the financial condition of the Company and its Consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated consolidated balance sheet of the Company and its Consolidated Subsidiaries dated as of June September 30, 20212017, and the related Consolidated consolidated statements of income or operations, shareholders’ equity and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Company and its Consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated consolidated and consolidating balance sheet of the Company and its Subsidiaries dated as of June 30December 31, 20212014, and the related Consolidated consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, Statements there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the The Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated consolidated and consolidating balance sheet sheets of the Company and its Subsidiaries Consolidated Parties dated as of June 30March 31, 20212017, and the related Consolidated consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) During the period from December 31, 2016, to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or Property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) The financial statements delivered pursuant to Section 6.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 6.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Group as of the date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other material liabilities, direct or contingent, of the Company Guarantor and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and material Indebtedness, in each case, to the extent required to be reflected thereon pursuant to by GAAP. (b) The unaudited Consolidated consolidated balance sheet of the Company and its Subsidiaries Consolidated Group dated as of June September 30, 2021, 2020 and the related Consolidated unaudited consolidated statements of income or operations, shareholders’ equity and cash flows for the month then fiscal quarter ended on such date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereintherein or as otherwise permitted pursuant to Section 1.03, and (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Group as of the date thereof and their its results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentsadjustments and (iii) show all material indebtedness and other material liabilities, direct or contingent, of the Guarantor and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and material Indebtedness, in each case, to the extent required by GAAP. (c) Since the date of the Audited Financial Statements, there has been no event or circumstancecondition, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Material Indebtedness and other liabilities, direct or contingent, of the Company Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company Parent and its Subsidiaries dated as of June 30October 29, 20212022, and the related Consolidated statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent To the best knowledge of the Lead Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, (i) in any financial information delivered or to be delivered to the Agent or the Lenders, (ii) of the Borrowing Base, (iii) of covenant compliance calculations provided hereunder or (iv) of the assets, liabilities, financial condition or results of operations of the Parent and the Loan Parties, its Subsidiaries on a Consolidated basis. The Consolidated forecasted balance sheet and statements of income and cash flows of the Parent and its Subsidiaries delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, are Solvent. No transfer which assumptions were fair in light of property has been or will be made by any the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or Parties’ best estimate of its future creditors of any Loan Partyfinancial performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Delivered Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries LP Guarantor as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries LP Guarantor as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. Schedule 6.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the LP Guarantor as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. Neither the Borrower nor the Parent Guarantor has any indebtedness or other liabilities, direct or contingent, as of the date of this Agreement as of the Agreement Date other than under the Loan Documents. (b) During the period from November 30, 2002 to and including the Closing Date, there has been no sale, transfer or other disposition by any Loan Party of any material part of the business or Property of a Loan Party and no purchase or other acquisition by either of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of either of the Loan Parties, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the extent required Lenders on or prior to be reflected thereon pursuant to GAAPthe Closing Date. (bc) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were financial information provided pursuant to Section 7.01 has been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, therein and (ii) fairly present approved by the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentsAdministrative Agent. (cd) Since the date of the Audited Financial StatementsSeptember 10, 2002, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the All financial condition of statements relating to Holdings and its Subsidiaries and all financial statements relating to the Company and its Subsidiaries which have been or may hereafter be delivered by any Loan Party to the Administrative Agent and the Lenders have been prepared on a consolidated basis (and, as of the date thereof and their results of operations applicable for the period covered thereby historical periods, combined basis) in accordance with GAAP consistently applied throughout the period covered thereby, (except as otherwise expressly noted therein; (iiito any monthly financial statements, to the extent such monthly statements are subject to normal month-end and year-end adjustments and do not include any notes) show and fairly present in all material Indebtedness respects the consolidated (and, as applicable for historical periods, combined basis) financial condition and other liabilities, direct the results of operation of Holdings and its Subsidiaries or contingent, of the Company and its Subsidiaries Subsidiaries, as of applicable, as at the date thereof, including liabilities for taxes, material commitments dates and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebyperiods set forth therein. Since December 31, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements2010, there has been no act, condition or event having, or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have have, a Material Adverse Effect. (d. The projections that have been delivered to the Administrative Agent pursuant to Section 5.1(n) Each Borrower is Solvent or any projections hereafter delivered to the Administrative Agent have been prepared in light of the past operations of the businesses of Holdings and its Subsidiaries or the Company and its Subsidiaries, as applicable, and are based upon estimates and assumptions stated therein, all of which the Loan Parties, on a Consolidated basis, are Solvent. No transfer Parties have determined to be reasonable and fair in light of property has been or will be made by any then current conditions and current facts and reflect the good faith and reasonable estimates of the Loan Party Parties of the future financial performance of Holdings and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement its Subsidiaries or the Company and its Subsidiaries, as applicable, and of the other Loan Documents with information projected therein for the intent to hinder, delay, or defraud either present or future creditors of any Loan Partyperiods set forth therein (it being understood that actual results may differ from those set forth in such projections).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other material liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 20212007, and the related Consolidated consolidated statements of income or operations, shareholders’ equity and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other material liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) During the period from December 31, 2017 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or Property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the extent required Lenders on or prior to be reflected thereon pursuant to GAAPthe Closing Date. (bc) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated financial statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were delivered pursuant to Section 6.01 have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, (except as may otherwise expressly noted thereinbe permitted under Section 6.01) and present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated financial condition, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations and cash flows of the Consolidated Parties as of such date and for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentssuch periods. (cd) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Each of the Historical Financial Statements (i) were are correct and complete in all material respects and have been prepared in accordance with the books and records of the Borrower, (ii) have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the period covered therebyperiods indicated (except as may be indicated in the notes thereto and except for the mechanism for the allocation of the costs and expenses of the Business) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Business as at the date and for the periods indicated therein, except as otherwise expressly noted therein; (ii) fairly present therein and subject to normal and recurring year-end adjustments that will not, individually or in the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered therebyaggregate, except as otherwise expressly noted therein; (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAPmaterial. (b) The unaudited Consolidated balance sheet As of the Company and its Subsidiaries dated as of June 30Closing Date, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereinSchedule 4.5 sets forth all Indebtedness of each Credit Party and its Subsidiaries, and (ii) fairly present part (b) of Schedule 4.5 sets forth all Indebtedness where the financial condition amount thereof for any individual item exceeds $500,000, of the Company each Credit Party and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentsSubsidiaries. (c) Since the date of the Audited Financial StatementsDecember 31, 2010, there has been no change, event or circumstancedevelopment (other than extensions of credit hereunder), either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect. (d) Each The unaudited consolidated pro forma balance sheet of the Borrower is Solvent and its Subsidiaries, delivered on the Closing Date, certified by a Responsible Officer of the Borrower, fairly present in all material respects the consolidated pro forma assets, liabilities and stockholders equity of Borrower and its Subsidiaries as of April 30, 2011, in each case giving effect to the payment of the Closing Date Dividend, the Loans to be funded on or that are to remain outstanding on the Closing Date, and the Loan Parties, on a Consolidated basis, are Solvent. No transfer payment of property has been or will be made by any Loan Party all costs and no obligation has been or will be incurred by any Loan Party expenses in connection therewith, all in accordance with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan PartyGAAP.

Financial Statements; No Material Adverse Effect. (a1) The Audited Financial Statements Seller has previously made available to Purchaser complete and correct copies of RBC Bancorporation (USA)’s audited consolidated financial statements (including any related notes and schedules thereto and the signed, unqualified opinion of its independent auditor) for the fiscal year ended December 31, 2009 and the stub year ending October 31, 2010, and (ii) the Consolidated Reports of Condition and Income of the Bank that were filed by the Bank in 2011 and 2010 (such reports, the “Call Reports”), and that are publicly available ((i) were and (ii) collectively, the “Financial Statements”). From the date of this Agreement until the Closing Date or the termination of this Agreement pursuant to Article VII, Seller will provide to Purchaser as promptly as practicable, but in no event later than the twentieth day following the end of the relevant calendar month, the monthly unaudited consolidated financial statements (including any related notes and schedules thereto) of the Bank that are prepared for management purposes, for each of the calendar months ended thereafter. Each of the statements of financial condition included in the Financial Statements fairly presents, or will fairly present, in all material respects the consolidated financial position of the Bank as of its date, and each of the statements of income and changes in stockholders’ equity and cash flows or equivalent statements included in the Financial Statements fairly presents or will fairly present in all material respects the consolidated results of operations, changes in stockholders’ equity and changes in cash flows, as the case may be, of the Bank for the periods set forth therein, in each case in accordance with GAAP (or, in the case of the Call Reports, SAP) consistently applied throughout during the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company periods involved and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtednesssubject, in each case, to (A) any matter to the extent required disclosed in the Financial Statements (or the notes thereto, if applicable), and (B) in the case of the unaudited financial statements, to be reflected thereon pursuant to GAAPnormal year-end adjustments. (b2) The unaudited Consolidated balance sheet Except (A) for liabilities and obligations incurred in the ordinary course of the Company and its Subsidiaries dated as of June business since April 30, 2021, and 2011 or (B) as adequately reflected or reserved against in the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of Financial Statements provided to Purchaser prior to the date thereof hereof (or disclosed in the notes thereto, if applicable) or adequately reflected in the Closing Balance Sheet and their results of operations for the period covered thereby, subjectwhich, in the case of clauses clause (iA) and (iiB), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statementswould not, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected likely to have a Seller Material Adverse Effect, neither the Bank nor any of its Subsidiaries has any Liability. (d3) Each Borrower is Solvent The allowances for loan losses and for credit losses contained in the Financial Statements and the Loan Partiesallowance for loan losses and for credit losses shown on any interim balance sheet since the date of such Financial Statements, on a Consolidated basisas the case may be, are Solvent. No transfer of property has been or were and will be made by any Loan Party established in accordance with the practices and no obligation has been or experiences of the Bank and its Subsidiaries and were and will be incurred adequate under and in accordance with the requirements of GAAP (or, in the case of the Call Reports, SAP) and the applicable Governmental Authorities to provide for possible losses on loans (including accrued interest receivable) and credit commitments (including stand-by any Loan Party letters of credit) outstanding as of the date of such balance sheet. (4) Since December 31, 2010, other than in anticipation of and otherwise in connection with the transactions contemplated by the Transaction Documents, (A) the Bank and its Subsidiaries have operated their respective businesses in the ordinary course of business consistent with past practice, (B) neither the Bank nor any of its Subsidiaries has taken any action or omission prior to the date of this Agreement that, if taken after the date of this Agreement and on or prior to the Closing Date, would violate Section 4.01(b)(i), (ii), (iv), (v)(A)-(D), (vi), (xi) or (xii), and (C) no fact or event has occurred or circumstance or change arisen that, individually or taken together with all other Loan Documents with the intent facts, circumstances and events (described in any paragraph of this Section 3.02 or otherwise), has had or would reasonably be likely to hinderhave, delay, or defraud either present or future creditors of any Loan Partya Seller Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated consolidated balance sheet sheets of the Company Parent and its Subsidiaries dated as of June 30March 31, 20212011, and the related Consolidated consolidated statements of income or operations, shareholderspartners’ equity capital and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. To the best knowledge of Parent and its consolidated Subsidiaries and unless otherwise disclosed on Schedule 5.05, as of the Closing Date, neither Parent nor any of its Subsidiaries have any material indebtedness or other liabilities, direct or contingent, including liabilities for taxes, material commitments and Indebtedness, not disclosed in the Initial Financial Statements. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Group as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to shown on a balance sheet prepared in accordance with GAAP. (b) The unaudited Consolidated and consolidating balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, Consolidated Group and the related Consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Group as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, Statements there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each After giving effect to the transactions contemplated by this Agreement and the other Loan Documents, each Borrower is Solvent and the Loan PartiesParties and their Subsidiaries, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan PartyParty or Subsidiary thereof.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated and consolidating balance sheet of the Company and its Subsidiaries dated as of June 30January 31, 20212019, and the related Consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the five-month period then ended (i) were prepared in all material respects in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, Statements there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) During the period from December 31, 2011 to and including the Closing Date except as disclosed on Schedule 5.01(b), there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the extent required Administrative Agent on or prior to be reflected thereon pursuant to GAAPthe Closing Date. (c) The financial statements delivered pursuant to Section 6.01(a) and (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, (except as may otherwise expressly noted therein, be permitted under Section 6.01(a) and (iib)) and present fairly present (on the basis disclosed in the footnotes to such financial condition of statements) the Company and its Subsidiaries as of the date thereof and their consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentssuch periods. (cd) Since the date of the Audited Financial StatementsDecember 31, 2011, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, case to the extent required to be reflected thereon pursuant to disclosed by GAAP. (b) The unaudited Consolidated consolidated and consolidating balance sheet of the Company and its Subsidiaries Consolidated Parties dated as of June September 30, 2021, 2004 and the related Consolidated consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since During the period from December 31, 2003 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or Property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated (and, in the case of the annual statements, consolidating) financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. (e) There has not occurred a material adverse change in the business, assets, properties, liabilities (actual or contingent), operations or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company Holdings and its Subsidiaries dated as of June 30May 31, 20212023, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, Statements there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) [Reserved]. (c) During the period from December 31, 2013, to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or Property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the extent required Lenders on or prior to be reflected thereon pursuant to GAAPthe Closing Date. (d) The financial statements delivered pursuant to Section 6.01(a) and (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, (except as may otherwise expressly noted therein, be permitted under Section 6.01(a) and (iib)) and present fairly present (on the basis disclosed in the footnotes to such financial condition of statements) the Company and its Subsidiaries as of the date thereof and their consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentssuch periods. (ce) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries each Person that was a Subsidiary of the Company on the date of the Audited Financial Statements as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its such Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated consolidated and consolidating balance sheet sheets of the Company and its Subsidiaries each Person that was a Subsidiary of the Company on the date of such balance sheets dated as of June September 30, 20212007, and the related Consolidated consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its such Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent The consolidated and consolidating pro forma balance sheet of the Company and its Subsidiaries as at September 30, 2007 and the Loan Partiesrelated consolidated and consolidating pro forma statements of income and cash flows of the Company and its Subsidiaries for the six months then ended, certified by the chief financial officer or treasurer of the Company, copies of which have been furnished to each Lender, fairly present the consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on a Consolidated basissuch date, are Solvent. No transfer all in accordance with GAAP. (e) The consolidated and consolidating forecasted balance sheet and statements of property has been or will be made by any Loan Party income and no obligation has been or will be incurred by any Loan Party cash flows of the Company and its Subsidiaries delivered pursuant to Section 6.01(c) were prepared in connection with good faith on the transactions contemplated by this Agreement or basis of the other Loan Documents with assumptions stated therein, which assumptions were fair in light of the intent to hinderconditions existing at the time of delivery of such forecasts, delayand represented, or defraud either present or at the time of delivery, the Company’s best estimate of its future creditors of any Loan Partyfinancial condition and performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company PRA and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other material liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company PRA and its Subsidiaries as of the date thereof which would be required to be disclosed by GAAP. (b) [reserved]; (c) From the date of the Audited Financial Statements to and including the Restatement Date, there has been no Disposition by any Loan Party or any Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the Loan Parties and their respective Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material to the Loan Parties and their respective Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Restatement Date. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of PRA and its Subsidiaries as of the dates thereof and for the period periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (ce) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company Fortress Entities and its their respective Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company Fortress Entities and its their respective Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) [Intentionally omitted]. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no incurrence of liabilities (contingent or otherwise) or reductions in the assets of the Loan Parties and their Subsidiaries that, in each case, is material in relation to the extent required combined financial condition of the Fortress Entities and their respective Subsidiaries, taken as a whole and which is not either reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to be reflected thereon pursuant the Lenders on or prior to GAAPthe Closing Date. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were have been prepared in accordance with GAAP consistently applied throughout the period covered thereby(except, except in each case, as may otherwise expressly noted therein, be permitted under Section 7.01(a) and (iib)) and present fairly present (on the basis disclosed in the footnotes to such financial condition statements) in all material respects the combined financial condition, results of operations and cash flows of the Company Fortress Entities and their respective Subsidiaries or the Public FIG and its Subsidiaries Subsidiaries, as applicable, as of the date dates thereof and their results of operations for the period periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (ce) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, Indebtedness in each case, to the extent required to be reflected thereon pursuant to GAAPaccordance with GAAP consistently applied. (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end year‑end audit adjustments; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied. (c) From December 30, 2012 to and including the First Amendment Effective Date, there has been no Disposition by the Company or any Subsidiary, or any Involuntary Disposition, of any material part of the business or Property of the Company and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or Property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Company and its Subsidiaries, taken as a whole, in each case, which is not reflected in the Audited Financial Statements or in the notes thereto or has not otherwise been disclosed publicly by the Company or in writing to the Lenders on or prior to the First Amendment Effective Date. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP consistently applied (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Company and its Subsidiaries as of such date and for such periods. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) [Reserved]; (b) The Audited Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereintherein or set forth on Schedule 6.05(b); (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) Since From the date of the Audited Interim Financial StatementsStatements to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Borrower and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) The financial statements delivered pursuant to Section 7.01(a) and (c) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (c)) and present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated and consolidating financial condition, results of operations and cash flows of the Borrower and its Subsidiaries or the Primary Group, as applicable, as of the dates thereof and for the periods covered thereby. (e) Since December 31, 2012, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 20212010, and the related Consolidated consolidated statements of income or operations, shareholdersstockholders’ equity and cash flows for the month fiscal quarter then ended and/or nine months then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, Statements there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent The Company and the Loan Partiesits Subsidiaries, on a Consolidated consolidated basis, have no material indebtedness or other liabilities, direct or contingent, including liabilities for taxes, material commitments and Indebtedness, except to the extent (i) set forth in the most recent of (A) the Audited Financial Statements and (B) the financial statements most recently delivered pursuant to Section 7.01(a) or (b), (ii) set forth on Schedule 8.03, or (iii) incurred since the date referred to in subsection (i) hereof in accordance with the terms of this Agreement and the other Loan Documents. (e) As of the Closing Date, the Company and the other Borrowers, on a consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Pro Forma Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebyGAAP, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered therebyGAAP, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) During the period from the date of the Pro Forma Financial Statements to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or Property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the extent required to be reflected thereon pursuant to GAAPLenders. (bc) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated financial statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were delivered pursuant to Section 6.01 have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, (except as may otherwise expressly noted thereinbe permitted under Section 6.01) and present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated financial condition, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for and cash flows of the period covered therebyConsolidated Parties, subject, in or the case of clauses Consolidated Parties (i) and (iiother than the Trilogy Subsidiaries), to the absence as applicable, as of footnotes such date and to normal year-end audit adjustmentsfor such periods. (cd) Since the date of the Audited Pro Forma Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebyGAAP, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company Persons set forth therein and its their respective Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered therebyGAAP, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company Persons set forth therein and its their respective Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet consolidated financial statements of the Company and its Subsidiaries Borrower, dated as of June 30December 31, 20212007, and the related Consolidated consolidated statements of income or operations, shareholders’ equity and cash flows for the month then fiscal quarter ended on that date, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the each of Borrower, TEM, TMCL and TGH, and their respective Subsidiaries as of the Closing Date, including liabilities for taxes, material commitments and Indebtedness. (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated consolidated and consolidating balance sheet sheets of the Company and its Subsidiaries Consolidated Parties dated as of June 30, 20212014, and the related Consolidated consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since During the date period from December 31, 2013 to and including the Closing Date, there has been no sale, transfer or other disposition by the Consolidated Parties of any material part of the Audited Financial Statementsbusiness or Property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Administrative Agent on or prior to the Closing Date. (d) The financial statements delivered pursuant to Section 6.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 6.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. (e) Since December 31, 2013, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements Borrower has heretofore delivered to the Administrative Agent and the Lenders (i) were the Historical Audited Financial Statements, audited by and accompanied by the unqualified opinion of an independent public accountant of nationally recognized standing, and (ii) the consolidated balance sheets of Ultimate Parent and its Subsidiaries and the related consolidated statements of income or operations, changes in stockholders’ equity and cash flows as of and for the three-month period ended March 31, 2023 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of Ultimate Parent. The Borrower has heretofore delivered to the Administrative Agent and the Lenders (i) the Historical Borrower Financial Statements and (ii) the consolidated balance sheets of Borrower and its Subsidiaries and the related consolidated statements of income or operations and cash flows as of and for the three month period ended March 31, 2023 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of Ultimate Parent. Such financial statements, and all financial statements delivered pursuant to Section 5.01(a) and Section 5.01(b), have been prepared in accordance with GAAP consistently applied throughout the applicable period covered thereby, except as otherwise expressly noted therein; (ii) thereby and present fairly present and accurately the consolidated financial condition and results of operations and cash flows of the Company Ultimate Parent and its Subsidiaries the Borrower, as applicable, as of the date thereof dates and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; periods to which they relate (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and subject to normal year-end audit adjustments.adjustments and the absence of footnotes). Except as set forth in such financial statements, there are no material liabilities of Ultimate Parent, the Borrower or any of its Subsidiaries of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which would reasonably be expected to result in such a liability. 4894-9978-4110 v.2 (cb) Since the date of the Audited Financial StatementsClosing Date, there has been no event event, change, circumstance, condition, development or circumstanceoccurrence that has had, or would reasonably be expected to have, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (ai) The unaudited pro forma consolidated balance sheet of the Company and its subsidiaries as of September 30, 2007 (including the notes thereto) (the Pro Forma Balance Sheet) and the related pro forma consolidated statement of income of the Company and its subsidiaries for the twelve months ended September 30, 2007 (together with the Pro Forma Balance Sheet, the Pro Forma Financial Statements), copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on January 1, 2006 in the case of the pro forma consolidated statement of income and September 30, 2007 in the case of the Pro Forma Balance Sheet) to the Transactions. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Company to be reasonable as of the date of delivery thereof, and so far as it was then aware, shall present fairly in all material respects on a pro forma basis the estimated financial position of the Company and its subsidiaries as of September 30, 2007 and their estimated results of operations for the period covered thereby, assuming that the events specified in the preceding sentence had actually occurred on January 1, 2006 or September 30, 2007, as applicable. (ii) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries subsidiaries as of the date dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; . During the period from December 31, 2006 to and including the Closing Date, there has been (iiix) show all no sale, transfer or other disposition by the Company or any of its subsidiaries of any material Indebtedness and other liabilities, direct part of the business or contingent, property of the Company and or any of its Subsidiaries subsidiaries, taken as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereina whole, and (iiy) fairly present no purchase or other acquisition by the Company or any of its subsidiaries of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Company and its Subsidiaries as subsidiaries, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders prior to the Closing Date. (b) The forecasts of consolidated balance sheets, income statements and cash flow statements of the date thereof Company and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), its subsidiaries which have been furnished to the absence Administrative Agent prior to the Closing Date have been prepared in good faith on the basis of footnotes the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and to normal year-end audit adjustmentsthat such variations may be material. (c) Since The Company and its subsidiaries shall have outstanding no Financial Indebtedness or Disqualified Equity Interests other than (i) the date Loans and other Loan Party Obligations, (ii) the loans under the Senior Secured Credit Facilities, (iii) the Existing Notes, (iv) Existing Indebtedness (including letters of credit issued and outstanding on the Audited Closing Date), (E) the Asset Backed Credit Facility, Receivables Financing and Securitization Transactions and (F) liabilities incurred in the ordinary course of business and (b) liabilities disclosed in the Pro Forma Financial Statements, there has been no event or circumstance, either individually or in each case to the aggregate, that has had or could reasonably be expected to have a Material Adverse Effectextent permitted by Section 5.08. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; . During the period from January 29, 2011 to and including the Closing Date, there has been (iiii) show all no sale, transfer or other disposition by the Company or any of its consolidated Subsidiaries of any material part of the business or property of the Company or any of its consolidated Subsidiaries, taken as a whole and (ii) no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of ​ ​ US\OMARAR\2185v1621.23 9947677.1410 ​ the Company or any of its consolidated Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders prior to the Closing Date. (b) After giving effect to the Refinancing, as of the Closing Date (and thereafter, except as notified in writing to the Administrative Agent), Holdings does not have any material Indebtedness and or other liabilities, direct or contingent, of other than in connection with the Transaction and Permitted Surviving Debt; and from January 29, 2011 to the Closing Date, except as set forth on Schedule 5.05, the Company and its Subsidiaries as of the date thereofhave not incurred any material Indebtedness or other liabilities, including liabilities for taxesdirect or contingent, material commitments and Indebtednessthat, in each caseaccordance with GAAP, to the extent would be required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of disclosed in such financial statements, other than in connection with the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentsTransaction. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Borrower is Solvent and its Subsidiaries delivered to the Lenders pursuant to Section 4.01 or Section 5.05 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that actual results may vary from such forecasts and that such variations may be material. (e) The financial statements delivered pursuant to Section 6.01(b) of this Agreement for the fiscal quarter ended October 26, 2019 fairly present in all material respects the financial condition of the Company and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, (i) except as otherwise expressly noted therein and (ii) subject to changes resulting from, normal year-end adjustments and the Loan Parties, on a Consolidated basis, are Solvent. No transfer absence of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Partyfootnotes.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet consolidated financial statements of the Company and its Subsidiaries dated as of June 30May 3, 20212003, and the related Consolidated consolidated statements of income or operations, shareholders’ equity and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments, and (iii) except as specifically disclosed in Schedule 5.05 hereto, set forth all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated and consolidating balance sheet of the Company and its Subsidiaries dated as of June 30February 26, 20212016, and the related Consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, Statements there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; . During the period from December 31, 2003 to and including the Closing Date, there has been (iiii) show all no Disposition by the Company or its Subsidiaries of any material Indebtedness and other liabilities, direct part of the business or contingent, property of the Company and or its Subsidiaries Subsidiaries, taken as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, a whole and (ii) fairly present no purchase or other acquisition by the Company or its Subsidiaries of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Company and its Subsidiaries Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders prior to the Closing Date. (b) Since December 31, 2003, there has been no material adverse change in the business, operations, assets, liabilities (actual or contingent) or condition (financial or otherwise) of the date thereof Company and their results of operations for the period covered therebyits Subsidiaries, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentstaken as a whole. (c) Since the date The forecasts of consolidated balance sheets, income statements and cash flow statements of the Audited Financial StatementsCompany and its Subsidiaries for each fiscal year ending after the Closing Date until the seventh anniversary of the Closing Date, there has copies of which have been no event or circumstance, either individually or in furnished to the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent Administrative Agent and the Loan PartiesInitial Lenders prior to the Closing Date in a form reasonably satisfactory to them, have been prepared in good faith on a Consolidated basisthe basis of the assumptions stated therein, are Solvent. No transfer which assumptions were reasonable in light of property has been or will the conditions existing at the time of delivery of such forecasts, it being understood that actual results may vary from such forecasts and that such variations may be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Partymaterial.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present present, in all material respects, the financial condition of the Company and its Subsidiaries Consolidated Group as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated and consolidating balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, Consolidated Group and the related Consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present present, in all material respects, the financial condition of the Company and its Subsidiaries Consolidated Group as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, Statements there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan PartiesParties and their Subsidiaries, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan PartyParty or Subsidiary thereof.

Financial Statements; No Material Adverse Effect. (a) The Audited Company Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries publishing business of Tribune as of the date thereof and their the results of operations for such business for the period covered thereby in accordance with GAAP consistently applied throughout the period covered therebytherein, except as otherwise expressly noted therein; (iii) show all material Indebtedness and other liabilitiestherein and, direct or contingent, in the case of the Company and its Subsidiaries as Quarterly Financial Statements, for the absence of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAPfootnotes. (b) The unaudited Consolidated balance sheet consolidated financial statements of the Company and its Subsidiaries dated as of June 30most recently delivered pursuant to Section 6.01(b), 2021if any, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial StatementsDecember 29, 2013, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect; provided that the consummation of the Transactions shall not be deemed to have a Material Adverse Effect. (d) Each Borrower is Solvent The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Company and its Subsidiaries most recently delivered to the Lenders pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by the management of the Company to be reasonable at the time made; it being recognized by the Agents and the Loan PartiesLenders that such projections are as to future events and are not to be viewed as facts, on a Consolidated basisthe projections are subject to significant uncertainties and contingencies, many of which are Solvent. No transfer beyond the control of property has been or the Company and the Restricted Subsidiaries, that no assurance can be given that any particular projections will be made realized and that actual results during the period or periods covered by any Loan Party such projections may differ from the projected results and no obligation such differences may be material. (e) No Default or Event of Default has been occurred or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Partyis continuing.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) fairly present the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company Borrower and its Subsidiaries dated as of June 3016, 20212012, and the related Consolidated statements of income or operations, shareholders’ equity operations and cash flows for the month then Fiscal Quarter ended on such date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, as of the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Closing Date Material Adverse Effect. Since the end of the most recent period for which financial statements were required to be delivered pursuant to Sections 5.01(a) or 5.01(b), as applicable, as of each date of the making of representations and warranties under this Article III (other than the Closing Date), there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (d) Each To the best knowledge of the Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or would reasonably be expected to result in a misstatement in any material respect, in any financial information delivered or to be delivered to the Administrative Agent or the Lenders, of (i) the covenant compliance calculations provided hereunder or (ii) the assets, liabilities, financial condition or results of operations of the Borrower is Solvent and the Loan Parties, its Subsidiaries on a Consolidated basis. (e) The Consolidated forecasted balance sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 5.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts (it being understood that projections by their nature are Solvent. No transfer inherently uncertain and that, even though the Projections are prepared in good faith on the basis of property has been or will assumptions believed to be made by any Loan Party reasonable at the time such Projections were prepared, the results reflected in the Projections may not be achieved and no obligation has been or will actual results may differ and such differences may be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Partymaterial).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet There has been furnished to each Lender a copy of the projections of the annual operating budgets of the Company and its Subsidiaries dated as of June 30on a consolidated basis, 2021, and the related Consolidated statements of income or operations, shareholders’ equity balance sheets and cash flows flow statements for the month then ended (i) were prepared 2010 to 2014 fiscal years. The Company has disclosed all material assumptions made with respect to general economic, financial and market conditions used in accordance with GAAP consistently applied throughout formulating such projections and such projections. The projections reflect the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition reasonable estimates of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentsother information projected therein. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent To the best knowledge of the Company, (i) no Internal Control Event involving fraud exists or has occurred since the date of the Audited Financial Statements and (ii) no Internal Control Event resulting from a material weakness in the Loan Parties, on Company’s internal controls over financial reporting that could reasonably be expected to have a Consolidated basis, are Solvent. No transfer Material Adverse Effect exists or has occurred since the date of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan PartyAudited Financial Statements.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show show, in each case to the extent required by GAAP, all material Indebtedness indebtedness and other material liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated consolidated balance sheet of the Company and its Subsidiaries dated as of June 30at May 31, 20212005, and the related Consolidated consolidated statements of income or operations, shareholders’ equity earnings and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments, and (iii) show, in each case to the extent required by GAAP, all material indebtedness and other material liabilities, direct or contingent, of the Company and its Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the later of (i) the date of the Audited Financial StatementsStatements and (ii) the date of the most recent financial statements delivered pursuant to in Section 6.01(a), there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet consolidated financial statements of the Company and its Subsidiaries dated as of June 30, 2021, and contained in the related Consolidated statements of income or operationsquarterly report on Form 10-Q filed with the SEC for each quarterly period since the Audited Financial Statements, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and subject to the absence of footnotes and ordinary, good faith year end audit adjustments; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) ; and (ii)iii) show all material indebtedness and other liabilities, to direct or contingent, of the absence Company and its consolidated Subsidiaries as of footnotes the date thereof, including liabilities for taxes, material commitments and to normal year-end audit adjustmentsIndebtedness. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and As of the Loan PartiesClosing Date, there exists no Project Debt, other than as specifically identified on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan PartySchedule 5.05(d).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebyfinancial statements, except as otherwise expressly noted therein; (ii) if any, furnished from time to time pursuant to Section 5.01 fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date dates thereof and their results of operations for the period covered thereby in accordance with GAAP GAAP, consistently applied throughout the period periods covered thereby. As of the date of such financial statements, (i) there has been no sale, transfer or other disposition by the Borrower or any of its Subsidiaries of any material part of the business or property of the Borrower and its Subsidiaries, taken as a whole, (ii) except for those transactions taking place on the Effective Date, there has been no purchase or other acquisition by the Borrower or any of its Subsidiaries of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries (taken as otherwise expressly noted therein; a whole) and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company Borrower and its Subsidiaries did not have any material contingent liabilities, material liabilities for Taxes, material and unusual forward or long-term commitments or material and unrealized or anticipated losses from any unfavorable commitments, except in the case of (i), (ii) or (iii), as referred to or reflected or provided for in such financial statements or as arising solely from the execution and delivery of the date thereof, including liabilities for taxes, material commitments and IndebtednessLoan Documents, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the extent required Lenders prior to be reflected thereon pursuant to GAAPthe Effective Date. (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30Since October 24, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements2011, there has been no event or circumstance, either individually or in the aggregate, that has had resulted in or could reasonably be expected to have result in a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (ai) The unaudited pro forma consolidated balance sheet of the Company and its subsidiaries as of September 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Company and its subsidiaries for the twelve months ended September 30, 2007 (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on January 1, 2006 in the case of the pro forma consolidated statement of income and September 30, 2007 in the case of the Pro Forma Balance Sheet) to the Transactions. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Company to be reasonable as of the date of delivery thereof, and so far as it was then aware, shall present fairly in all material respects on a pro forma basis the estimated financial position of the Company and its subsidiaries as of September 30, 2007 and their estimated results of operations for the period covered thereby, assuming that the events specified in the preceding sentence had actually occurred on January 1, 2006 or September 30, 2007, as applicable. (ii) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries subsidiaries as of the date dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; . During the period from December 31, 2006 to and including the Closing Date, there has been (iiix) show all no sale, transfer or other disposition by the Company or any of its subsidiaries of any material Indebtedness and other liabilities, direct part of the business or contingent, property of the Company and or any of its Subsidiaries subsidiaries, taken as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereina whole, and (iiy) fairly present no purchase or other acquisition by the Company or any of its subsidiaries of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Company and its Subsidiaries as subsidiaries, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders prior to the Closing Date. (b) The forecasts of consolidated balance sheets, income statements and cash flow statements of the date thereof Company and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), its subsidiaries which have been furnished to the absence Administrative Agent prior to the Closing Date have been prepared in good faith on the basis of footnotes the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and to normal year-end audit adjustmentsthat such variations may be material. (c) Since At the date Closing Date, the Company and its subsidiaries shall have outstanding no Financial Indebtedness or Disqualified Equity Interests other than (i) the Loans and other Obligations, (ii) the loans under the Senior Secured Credit Facilities, (iii) the Existing Notes, (iv) Existing Indebtedness (as defined in the Senior Secured Credit Facilities) (including letters of credit issued and outstanding on the Audited Closing Date), (v) the Asset Backed Credit Facility, Receivables Financing and Securitization Transactions, (vi) liabilities incurred in the ordinary course of business and (vii) liabilities disclosed in the Pro Forma Financial Statements, there has been no event or circumstance, either individually or in each case to the aggregate, that has had or could reasonably be expected to have a Material Adverse Effectextent permitted by Section 5.08. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated and consolidating balance sheet of the Company and its Subsidiaries dated as of June September 30, 20212024, and the related Consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, Statements there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.. [Key Tronic] Credit Agreement #510968250

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements of Borrower (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared Indebtedness in accordance with GAAP consistently applied throughout the period covered thereby. (b) None of the Borrower Parties have (and none of the Borrower Parties will have following the funding of the initial Loans) any Guaranty Obligation, except contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that, as otherwise expressly noted thereinof the Closing Date, is not reflected in the financial statements described in clauses (a) and (iib) fairly present above or the notes thereto or set forth in Schedule 5.04(b) and, as of any Extension of Credit subsequent to the Closing Date, is not reflected in the most recent financial statements delivered to Lenders pursuant to Section 6.01 or the notes thereto and that, in any such case, is material in relation to the business, operations, properties, assets or condition (financial or otherwise) of the Company Borrower and its Subsidiaries taken as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentsa whole. (c) Since the date of the Audited Financial Statements, (i) there has been no event or circumstance, either individually or in the aggregate, that circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Effect (dother than events and circumstances which Borrower has identified in writing to Administrative Agent prior to the date hereof), and (ii) Each neither Borrower is Solvent and the Loan Partiesnor any of its Subsidiaries has directly or indirectly declared, on a Consolidated basisordered, are Solvent. No transfer of property has been paid or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delaymade, or defraud either present set apart any sum or future creditors of property for, any Loan PartyRestricted Payment or agreed to do so except as permitted by Section 7.07.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) During the period from December 31, 2009 to and including the Funding Date except as disclosed on Schedule 5.01(b), there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the extent required Administrative Agent on or prior to be reflected thereon pursuant to GAAPthe Funding Date. (c) The financial statements delivered pursuant to Section 6.01(a) and (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, (except as may otherwise expressly noted therein, be permitted under Section 6.01(a) and (iib)) and present fairly present (on the basis disclosed in the footnotes to such financial condition of statements) the Company and its Subsidiaries as of the date thereof and their consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentssuch periods. (cd) Since the date of the Audited Financial StatementsDecember 31, 2009, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other material liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated consolidated balance sheet of the Company and its Subsidiaries dated as of June 30March 31, 20212012, and the related Consolidated consolidated statements of income or operations, shareholders’ equity and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other material liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet consolidated financial statements of the Company and its Subsidiaries Consolidated Parties dated as of June September 30, 20212003, and the related Consolidated consolidated statements of income or operations, shareholders’ equity and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) During the period from December 31, 2002 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or Property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show show, in each case to the extent required by GAAP, all material Indebtedness indebtedness and other material liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated consolidated balance sheet of the Company and its Subsidiaries dated as of June 30at May 31, 20212011, and the related Consolidated consolidated statements of income or operations, shareholders’ equity earnings and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments, and (iii) show, in each case to the extent required by GAAP, all material indebtedness and other material liabilities, direct or contingent, of the Company and its Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the later of (i) the date of the Audited Financial StatementsStatements and (ii) the date of the most recent financial statements delivered pursuant to in Section 6.01(a), there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) During the period from December 31, 2003, to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or Property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the extent required Lenders on or prior to be reflected thereon pursuant to GAAPthe Closing Date. (c) The financial statements delivered pursuant to Section 6.01(a) and (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, (except as may otherwise expressly noted therein, be permitted under Section 6.01(a) and (iib)) and present fairly present (on the basis disclosed in the footnotes to such financial condition of statements) the Company and its Subsidiaries as of the date thereof and their consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentssuch periods. (cd) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet consolidated financial statements of the Company and its Subsidiaries dated as of June 30, 2021, and contained in the related Consolidated quarterly report on Form 10-Q filed with the SEC, except for any such unaudited financial statements of income or operationscovering any period during the Specified Period (as defined in the Sixth Amendment), shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and subject to the absence of footnotes and ordinary, good faith year end audit adjustments; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) ; and (ii)iii) show all material indebtedness and other liabilities, to direct or contingent, of the absence Company and its consolidated Subsidiaries as of footnotes the date thereof, including liabilities for taxes, material commitments and to normal year-end audit adjustmentsIndebtedness. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and As of the Loan PartiesClosing Date, there exists no Project Debt, other than as specifically identified on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan PartySchedule 5.05(d).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) During the period from December 31, 2015 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or Property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the extent required Lenders on or prior to be reflected thereon pursuant to GAAPthe Closing Date. (bc) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated financial statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were delivered pursuant to Section 6.01 have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, (except as may otherwise expressly noted thereinbe permitted under Section 6.01) and present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated financial condition, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations and cash flows of the Consolidated Parties as of such date and for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentssuch periods. (cd) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company PRA and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other material liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company PRA and its Subsidiaries as of the date thereof which would be required to be disclosed by GAAP. (b) [reserved]; (c) From the date of the Audited Financial Statements to and including the Restatement Date, there has been no Disposition by any Loan Party or any Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the Loan Parties and their results respective Subsidiaries, taken as a whole, and no purchase or other acquisition by any of operations for them of any business or property (including any Equity Interests of any other Person) material to the period covered therebyLoan Parties and their respective Subsidiaries, subjecttaken as a whole, in each case, which is not reflected in the case of clauses foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Restatement Date. (id) The financial statements delivered pursuant to Section 7.01(a) and (iib) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, to results of 13598911v3 operations and cash flows of PRA and its Subsidiaries as of the absence of footnotes dates thereof and to normal year-end audit adjustmentsfor the periods covered thereby. (ce) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company Lead Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Material Indebtedness and other liabilities, direct or contingent, of the Company Lead Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company Lead Borrower and its Subsidiaries dated as of June 30July 26, 20212014, and the related Consolidated statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the month then Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Lead Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each To the best knowledge of the Lead Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, (i) in any financial information delivered or to be delivered to the Agent or the Lenders, (ii) of the Borrowing Base, (iii) of covenant compliance calculations provided hereunder or (iv) of the assets, liabilities, financial condition or results of operations of the Lead Borrower is Solvent and the Loan Parties, its Subsidiaries on a Consolidated basis. (e) The Consolidated forecasted balance sheet and statements of income and cash flows of the Lead Borrower and its Subsidiaries delivered pursuant to Section 6.01(c) and the Business Plan were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Loan Parties’ best estimate of its future financial performance, it being understood that forecasts are Solvent. No transfer of property has been or will be made by any Loan Party estimates and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hindersuch forecasts are not facts, delay, or defraud either present or future creditors of any Loan Partyand that actual results may differ materially from such forecasts.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 20212016, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month fiscal quarter then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, Statements there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated and consolidating balance sheet of the Company and its Subsidiaries dated as of June 30May 31, 20212017, and the related Consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the five-month period then ended (i) were prepared in all material respects in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Annual Financial Statements, Statements there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Pre-Closing Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries applicable Persons referenced therein as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereintherein (subject, in the cases of subclauses (i) and (ii) and with respect to the non-year-end statements constituting a part of the Pre-Closing Financial Statements, to the absence of footnotes and normal year-end audit adjustments); and (iii) show or disclose all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries applicable Persons referenced therein as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) Except in connection with the Subject Transaction referenced in clause (a) of the definition thereof, during the period from December 31, 2004 to and including the Closing Date, there has been no sale, transfer or other Disposition by any Consolidated Party of any material part of the business or Property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the Pre-Closing Financial Statements or in the notes thereto and has not otherwise been disclosed in writing to the extent required Lenders on or prior to be reflected thereon the Closing Date (including, without limitation, pursuant to GAAP. (b) The unaudited Consolidated balance sheet periodic or special reports filed with the SEC and of which the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (iiAdministrative Agent has received written notice), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial StatementsDecember 31, 2004, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each The consolidated pro forma balance sheet of the Borrower is Solvent and its Subsidiaries as at the Closing Date, and the Loan Partiesrelated consolidated pro forma statements of income and cash flows of the Borrower and its Subsidiaries for the applicable period related thereto, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present in all material respects the consolidated pro forma financial condition of the Borrower and its Subsidiaries as at such date and the consolidated pro forma results of operations of the Borrower and its Subsidiaries for the period ended on a Consolidated basissuch date, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party all in connection accordance with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan PartyGAAP.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness, material commitments for Indebtedness and other liabilities, direct or contingent, material tax liabilities of the Company and its Subsidiaries Consolidated Parties as of the date thereofof such financial statements. (b) Except as disclosed on Schedule 6.05, during the period from December 31, 2022 to and including liabilities for taxesthe Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material commitments part of the business or Property of the Consolidated Parties, taken as a whole, and Indebtednessno purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the extent required Lenders on or prior to be reflected thereon pursuant to GAAPthe Closing Date. (c) The financial statements delivered pursuant to Section 7.01(a) and (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, (except as may otherwise expressly noted therein, be permitted under Section 7.01(a) and (iib)) and present fairly present (on the basis disclosed in the footnotes to such financial condition of statements) the Company and its Subsidiaries as of the date thereof and their consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentssuch periods. (cd) Since During the date of period from December 31, 2022, to and including the Audited Financial StatementsClosing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (de) Each Borrower is Solvent and delivery hereunder by the Loan Parties, on a Consolidated basis, are Solvent. No transfer Parent or any of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors its Subsidiaries of any Loan Partyfinancial statements, compliance certificates or other calculations involving pro forma determinations or calculations fairly presents the pro forma financial condition of the Parent and/or its Subsidiaries (as applicable) as at the date set forth thereon.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) therein and fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; . (iiib) show From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by the Loan Parties and their Subsidiaries, taken as a whole, or any Involuntary Disposition, of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material to any Loan Party or any Subsidiary, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (c) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material Indebtedness respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and other liabilities, direct or contingent, cash flows of the Company and its Subsidiaries as of the date thereof, including liabilities dates thereof and for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAPperiods covered thereby. (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (cd) Since the date of the Audited Financial StatementsDecember 31, 2014, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness, material commitments for Indebtedness and other liabilities, direct or contingent, material tax liabilities of the Company and its Subsidiaries Consolidated Parties as of the date thereofof such financial statements. (b) Except as disclosed on Schedule 6.05 to the Disclosure Letter during the period from December 31, 2018 to and including liabilities for taxesthe Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material commitments part of the business or Property of the Consolidated Parties, taken as a whole, and Indebtednessno purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the extent required Lenders on or prior to be reflected thereon pursuant to GAAPthe Closing Date. (c) The financial statements delivered pursuant to Section 7.01(a) and (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, (except as may otherwise expressly noted therein, be permitted under Section 7.01(a) and (iib)) and present fairly present (on the basis disclosed in the footnotes to such financial condition of statements) the Company and its Subsidiaries as of the date thereof and their consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentssuch periods. (cd) Since During the date of period from December 31, 2018, to and including the Audited Financial StatementsClosing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (de) Each Borrower is Solvent and delivery hereunder by the Loan Parties, on a Consolidated basis, are Solvent. No transfer Parent or any of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors its Subsidiaries of any Loan Partyfinancial statements, compliance certificates or other calculations involving pro forma determinations or calculations fairly presents the pro forma financial condition of the Parent and/or its Subsidiaries (as applicable) as at the date set forth thereon.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) During the period from December 31, 2011, to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or Property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the extent required Lenders on or prior to be reflected thereon pursuant to GAAPthe Closing Date. (bc) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated financial statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were delivered pursuant to Section 6.01 have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, (except as may otherwise expressly noted thereinbe permitted under Section 6.01) and present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated financial condition, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations and cash flows of the Consolidated Parties as of such date and for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentssuch periods. (cd) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including material liabilities for taxesTaxes, material commitments and Indebtedness, in each case, Indebtedness to the extent required to be reflected thereon pursuant to by GAAP. (b) The unaudited Consolidated balance sheet From the date of the Audited Financial Statements to and including the Initial Closing Date, there has been no Disposition by any Company and its Subsidiaries dated as Party or any Subsidiary, or any Involuntary Disposition, of June 30, 2021any material part of the business or property of any Company Party or any Subsidiary, and the related Consolidated statements no purchase or other acquisition by any of income them of any business or operations, shareholders’ equity and cash flows for the month then ended property (iincluding any Equity Interests of any other Person) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the material to any Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subjectParty or any Subsidiary, in each case, which is not reflected in the case of clauses (i) foregoing financial statements or in the notes thereto and (ii), has not otherwise been disclosed in writing to the absence of footnotes and Investor on or prior to normal year-end audit adjustments. (c) the Initial Closing Date. Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have would result in a Material Adverse Effect. The Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including material liabilities for Taxes, material commitments and Indebtedness to the extent required by GAAP, subject, in the case of clauses (i), (ii) and (iii) of this sentence, to the absence of footnotes and to normal year-end audit adjustments. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) a. The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout in effect on the period covered therebypreparation date thereof, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Group as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, case to the extent required to be reflected thereon pursuant to under GAAP. (b) b. The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebyGAAP, except as otherwise expressly noted therein, and ; (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Group as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. c. The financial statements delivered pursuant to Section 7.01(a) and (cb) Since have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the date basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Audited Financial StatementsConsolidated Group as of the dates thereof and for the periods covered thereby. d. Since March 31, 2014, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended April 30, 2016 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in accordance with GAAP consistently applied throughout the period covered therebycase of unaudited financial statements, except as otherwise expressly noted thereinto the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to shown on financial statements prepared in accordance with GAAP. (b) The unaudited Consolidated balance sheet From the date of the Company Audited Financial Statements to and its Subsidiaries dated including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as of June 30, 2021a whole, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows except for the month then ended Demandware Acquisition, no purchase or other acquisition by any of them of any business or property (iincluding any Equity Interests of any other Person) were prepared material in accordance with GAAP consistently applied throughout relation to the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the consolidated financial condition of the Company and its Subsidiaries as of the date thereof Loan Parties and their results of operations for the period covered therebySubsidiaries, subjecttaken as a whole, in each case, which is not reflected in the case of clauses (i) foregoing financial statements or in the notes thereto and (ii), has not otherwise been disclosed in writing to the absence of footnotes and Lenders on or prior to normal year-end audit adjustmentsthe Closing Date. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) (i) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company Lead Borrower and its consolidated Subsidiaries as of the date dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, therein and (ii) the Unaudited Financial Statements fairly present in all material respects the financial condition of the Company Lead Borrower and its consolidated Subsidiaries as of the date dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentsexcept as otherwise expressly noted therein. (cb) Since the date of the Audited Financial StatementsJanuary 30, 2010, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (dc) Each Borrower is Solvent and As of the Loan PartiesClosing Date, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by neither any Loan Party nor any Subsidiary has any material Indebtedness or other material obligations or liabilities (including liabilities for taxes and no obligation has been material commitments), direct or will be incurred by any Loan Party in connection with contingent other than (i) the transactions contemplated by liabilities reflected on Schedule 6.03, and (ii) obligations arising under this Agreement or and the other Loan Documents with Documents. (d) As of the intent Closing Date, the Financial Performance Projections attached hereto as Schedule 3.05(d), represent the Borrowers’ best good faith estimate of future financial performance and are based on assumptions believed by the Borrowers to hinderbe fair and reasonable in light of current market conditions, delay, it being acknowledged and agreed by Administrative Agent and Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or defraud either present or future creditors of any Loan Partyperiods covered by such Financial Performance Projections may differ from the projected results set forth therein.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30March 31, 20212019, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month fiscal quarter then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, Statements there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The On the Closing Date, the Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; . During the period from December 31, 2009 to and including the Closing Date, there has been (iiix) show all no sale, transfer or other disposition by the Company or any of its Subsidiaries of any material Indebtedness and other liabilities, direct part of the business or contingent, property of the Company and or any of its Subsidiaries Subsidiaries, taken as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereina whole, and (iiy) fairly present no purchase or other acquisition by the Company or any of its Subsidiaries of any business or property (including any Equity Interest of any other Person) material in relation to the consolidated financial condition of the Company and its Subsidiaries as Subsidiaries, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders prior to the Closing Date. (b) The forecasts of consolidated balance sheets, income statements and cash flow statements of the date thereof Company and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), its Subsidiaries which have been furnished to the absence Administrative Agent prior to the Closing Date have been prepared in good faith on the basis of footnotes the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and to normal year-end audit adjustmentsthat such variations may be material. (c) Since the date of the Audited Financial StatementsDecember 31, 2009, there has been no event or circumstancecircumstance that could, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet consolidated financial statements of the Company and its Subsidiaries Consolidated Parties dated as of June 30March 31, 20212005, and the related Consolidated consolidated statements of income or operations, shareholders’ ' equity and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Except with respect to the Equiserve Disposition and the CSC Share Exchange, during the period from December 31, 2004 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or Property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) The financial statements delivered pursuant to SECTION 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under SECTION 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. (e) Since the later of (i) the date of the Audited Financial StatementsStatements and (ii) the date of the most recently delivered financial statements delivered pursuant to SECTION 7.01(a), there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) [Reserved]. (c) During the period from December 31, 2014, to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or Property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the extent required Lenders on or prior to be reflected thereon pursuant to GAAPthe Closing Date. (d) The financial statements delivered pursuant to Section 6.01(a) and (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, (except as may otherwise expressly noted therein, be permitted under Section 6.01(a) and (iib)) and present fairly present (on the basis disclosed in the footnotes to such financial condition of statements) the Company and its Subsidiaries as of the date thereof and their consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentssuch periods. (ce) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show properly reflect, in accordance with GAAP, all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet consolidated financial statements of the Company and its Subsidiaries Consolidated Parties dated as of June September 30, 20212002, and the related Consolidated consolidated statements of income or operations, shareholders’ equity operations and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Such financial statements accurately reflect all material indebtedness and other liabilities, direct or contingent, of the Consolidated Parties as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) During the period from September 30, 2002 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or Property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date, other than the Dispositions of real estate with an aggregate value of approximately $7,600,000 that were owned by Texas Health Choice and located in the State of Texas and that formerly secured the obligations of Texas Health Choice under the Kaiser Note. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material respects (including, if applicable, on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries Consolidated Group as of the date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other material liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and material Indebtedness, in each case, to the extent required to be reflected thereon pursuant to by GAAP. (b) The unaudited Consolidated consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, Consolidated Group and the related Consolidated consolidated statements of income or operations, shareholders’ equity and cash flows of the Consolidated Group, in each case, as of September 30, 2022 for the nine-month then period ended on such date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereintherein or as otherwise permitted pursuant to Section 1.03, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries Consolidated Group as of the date thereof and their its results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentsadjustments and (iii) show all material indebtedness and other material liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and material Indebtedness, in each case, to the extent required by GAAP. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated consolidated balance sheet of the Company and its Subsidiaries Consolidated Parties dated as of June 30March 31, 20212014, and the related Consolidated consolidated statements of income or operations, shareholders’ equity and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since During the date period from December 31, 2013 to and including the Closing Date except as disclosed on Schedule 5.01(c), there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the Audited Financial Statementsbusiness or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Administrative Agent on or prior to the Closing Date. (d) The financial statements delivered pursuant to Section 6.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 6.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. (e) Since December 31, 2013, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , (ii) fairly present in all material respects the financial condition of the Company Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (iii) show all material Indebtedness indebtedness and other material liabilities, direct or contingent, of the Company Parent and its Subsidiaries as of the date thereof, including material liabilities for taxesTaxes, material commitments and IndebtednessIndebtedness but excluding obligations under contracts (other than in respect of debt for borrowed money) for future performance in the ordinary course permitted hereunder that do not arise from the breach thereof and are not required to be included on a GAAP balance sheet. (b) [Reserved]. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Transfer by Parent or any Subsidiary, voluntary or involuntary, of any material part of the business or property of Parent or any Subsidiary, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material to Parent or any Subsidiary, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to Purchaser Agent and the Purchasers on or prior to the extent required to be reflected thereon pursuant to GAAPClosing Date. (bd) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated financial statements of income or operations, shareholders’ equity and cash flows for the month then ended (idelivered pursuant to Section 5.02(a) were have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, (except as may otherwise expressly noted thereinbe permitted under Section 5.02(a) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and (ii) fairly present the financial condition cash flows of the Company Parent and its Subsidiaries as of the date dates thereof and their results of operations for the period periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (ce) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered therebySubsidiaries, except as otherwise expressly noted therein; (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, . (b) The Audited Financial Statements were prepared in good faith based on the books and records of the Borrower and the Subsidiaries and in accordance with GAAP (except as may be indicated in the case of clauses (i) and (iinotes attached thereto), to the absence of footnotes and to normal year-end audit adjustments. (c) Since From December 31, 2005 to and including the date Closing Date, there has been no Disposition by the Borrower or any Subsidiary, or any Involuntary Disposition, of any material part of the business or Property of the Borrower and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, in each case, which is not reflected in the Audited Financial StatementsStatements or in the notes thereto and has not otherwise been disclosed in writing to the Administrative Agent on or prior to the Closing Date. (d) The financial statements delivered pursuant to Section 7.01 have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01), and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of such date and for such periods. (e) Since December 31, 2005, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, case to the extent required to be reflected thereon pursuant to disclosed by GAAP. (b) The unaudited Consolidated consolidated and consolidating balance sheet of the Company and its Subsidiaries Consolidated Parties dated as of June September 30, 2021, 2004 and the related Consolidated consolidated and consolidating statements of income or operations, shareholders’ ' equity and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since During the period from December 31, 2003 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or Property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated (and, in the case of the annual statements, consolidating) financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. (e) There has not occurred a material adverse change in the business, assets, properties, liabilities (actual or contingent), operations or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (ai) The unaudited pro forma consolidated balance sheet of the Company and its subsidiaries as of September 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Company and its subsidiaries for the twelve months ended September 30, 2007 (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on January 1, 2006 in the case of the pro forma consolidated statement of income and September 30, 2007 in the case of the Pro Forma Balance Sheet) to the Transactions. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Company to be reasonable as of the date of delivery thereof, and so far as it was then aware, shall present fairly in all material respects on a pro forma basis the estimated financial position of the Company and its subsidiaries as of September 30, 2007 and their estimated results of operations for the period covered thereby, assuming that the events specified in the preceding sentence had actually occurred on January 1, 2006 or September 30, 2007, as applicable. (ii) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries subsidiaries as of the date dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; . During the period from December 31, 2006 to and including the Closing Date, there has been (iiix) show all no sale, transfer or other disposition by the Company or any of its subsidiaries of any material Indebtedness and other liabilities, direct part of the business or contingent, property of the Company and or any of its Subsidiaries subsidiaries, taken as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereina whole, and (iiy) fairly present no purchase or other acquisition by the Company or any of its subsidiaries of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Company and its Subsidiaries as subsidiaries, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders prior to the Closing Date. (b) The forecasts of consolidated balance sheets, income statements and cash flow statements of the date thereof Company and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), its subsidiaries which have been furnished to the absence Administrative Agent prior to the Closing Date have been prepared in good faith on the basis of footnotes the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and to normal year-end audit adjustmentsthat such variations may be material. (c) Since The Company and its subsidiaries shall have outstanding no Financial Indebtedness or Disqualified Equity Interests other than (i) the date Loans and other Obligations, (ii) the loans under the Senior Secured Credit Facilities, (iii) the Existing Notes, (iv) Existing Indebtedness (including letters of credit issued and outstanding on the Audited Closing Date), (E) the Asset Backed Credit Facility, Receivables Financing and Securitization Transactions and (F) liabilities incurred in the ordinary course of business and (b) liabilities disclosed in the Pro Forma Financial Statements, there has been no event or circumstance, either individually or in each case to the aggregate, that has had or could reasonably be expected to have a Material Adverse Effectextent permitted by Section 5.08. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company Lead Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Material Indebtedness and other liabilities, direct or contingent, of the Company Lead Borrower and its Subsidiaries as of the date thereofthereof to the extent required by GAAP, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company Lead Borrower and its Subsidiaries dated as of June 30October 25, 20212014, and the related Consolidated statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company Lead Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each To the best knowledge of the Lead Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, (i) in any financial information delivered or to be delivered to the Agent, the Term Agent or the Lenders, (ii) of the Borrowing Base, (iii) of covenant compliance calculations provided hereunder or (iv) of the assets, liabilities, financial condition or results of operations of the Lead Borrower is Solvent and the Loan Parties, its Subsidiaries on a Consolidated basis. (e) The Consolidated forecasted balance sheet, are Solvent. No transfer statements of property has been or will be made by any Loan Party income, cash flows and no obligation has been or will be incurred by any Loan Party Availability model that the Lead Borrower and its Subsidiaries delivered pursuant to Section 6.01(c) were prepared in connection with good faith on the transactions contemplated by this Agreement or basis of the other Loan Documents with assumptions stated therein, which assumptions were reasonable and fair in light of the intent to hinder, delay, or defraud either present or future creditors conditions existing at the time of any Loan Partydelivery of such forecasts.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present present, in all material respects, the financial condition of the Company and its Subsidiaries Consolidated Group as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated and consolidating balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, Consolidated Group and the related Consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present present, in all material respects, the financial condition of the Company and its Subsidiaries Consolidated Group as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, Statements there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan PartiesParties and their Subsidiaries, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan PartyParty or Subsidiary thereof. (e) Holdings and its Subsidiaries have not made as of the Fourth Amendment Effective Date, and as of the Fourth Amendment Effective Date do not expect to make, any accounting adjustments, restatements or other modifications to the Existing Financial Statements, other than those which have been disclosed in writing to the Administrative Agent and the Lenders prior to the Fourth Amendment Effective Date.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; . During the period from January 29, 2011 to and including the Closing Date, there has been (iiii) show all no sale, transfer or other disposition by the Company or any of its consolidated Subsidiaries of any material part of the business or property of the Company or any of its consolidated Subsidiaries, taken as a whole and (ii) no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Company or any of its consolidated Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders prior to the Closing Date. (b) After giving effect to the Refinancing, as of the Closing Date (and thereafter, except as notified in writing to the Administrative Agent), Holdings does not have any material Indebtedness and or other liabilities, direct or contingent, of other than in connection with the Transaction and Permitted Surviving Debt; and from January 29, 2011 to the Closing Date, except as set forth on Schedule 5.05, the Company and its Subsidiaries as of the date thereofhave not incurred any material Indebtedness or other liabilities, including liabilities for taxesdirect or contingent, material commitments and Indebtednessthat, in each caseaccordance with GAAP, to the extent would be required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of disclosed in such financial statements, other than in connection with the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentsTransaction. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Borrower is Solvent and its Subsidiaries delivered to the Lenders pursuant to Section 4.01 or Section 5.05 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that actual results may vary from such forecasts and that such variations may be material. (e) The financial statements delivered pursuant to Section 6.01(b) of this Agreement for the fiscal quarter ended October 26, 2019 fairly present in all material respects the financial condition of the Company and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, (i) except as otherwise expressly noted therein and (ii) subject to changes resulting from, normal year-end adjustments and the Loan Parties, on a Consolidated basis, are Solventabsence of footnotes. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.​

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated consolidated balance sheet of the Company and its Subsidiaries dated as of June 30July 3, 20212022, and the related Consolidated consolidated statements of income or operations, shareholdersstockholders’ equity and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the Effective Date that are not reflected on such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (ai) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout and the period covered thereby, except as otherwise expressly noted therein; (ii) Unaudited Financial Statements fairly present in all material respects the financial condition of the Company Performance Guarantor and its Subsidiaries as of the date dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; . During the period from December 31, 2004 to and including the date hereof, there has been (iiii) show all no sale, transfer or other disposition by the Performance Guarantor or any of its Subsidiaries of any material Indebtedness and other liabilities, direct or contingent, part of the Company business or property of the Performance Guarantor or any of its Subsidiaries, taken as a whole and (ii) no purchase or other acquisition by the Performance Guarantor or any of its Subsidiaries of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Performance Guarantor and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and IndebtednessSubsidiaries, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the extent required Recipient prior to be reflected thereon pursuant to GAAPthe date hereof. (bii) The unaudited Consolidated balance sheet As of the Company and date hereof, neither the Performance Guarantor nor any of its Subsidiaries dated as of June 30has any Indebtedness or other obligations or liabilities, 2021, and the related Consolidated statements of income direct or operations, shareholders’ equity and cash flows for the month then ended contingent (other than (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebyliabilities reflected on Schedule 5.05 of the Senior Credit Agreement, except as otherwise expressly noted therein, and (ii) fairly present obligations arising under the financial condition of the Company Senior Credit Agreement or this Undertaking and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, (iii) liabilities incurred in the case ordinary course of clauses (ibusiness) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstancethat, either individually or in the aggregate, that has have had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and IndebtednessIndebtedness in accordance with GAAP consistently applied. (b) From January 1, 2017 to and including the Effective Date, there has been no Disposition by the Company or any Subsidiary, or any Involuntary Disposition, of any material part of the business or Property of the Company and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or Property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Company and its Subsidiaries, taken as a whole, in each case, which is not reflected in the Audited Financial Statements or in the notes thereto or has not otherwise been disclosed publicly by the Company or in writing to the extent required Lenders on or prior to be reflected thereon the Effective Date. #89470657v1 (c) The financial statements delivered pursuant to GAAP. Section 7.01(a) and (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, (except as may otherwise expressly noted therein, be permitted under Section 7.01(a) and (iib)) and present fairly present in all material respects (on the basis disclosed in the footnotes to such financial condition statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Company and its Subsidiaries as of the such date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentssuch periods. (cd) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated consolidated and consolidating balance sheet sheets of the Company and its Subsidiaries Consolidated Parties dated as of June 30March 31, 20212017, and the related Consolidated consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-year end audit adjustments. (c) During the period from December 31, 2016, to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or Property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) The financial statements delivered pursuant to Section 6.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 6.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. (e) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) to the extent required by GAAP, show (either in the text or the footnotes thereto) all material Indebtedness indebtedness and other material liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including material liabilities for taxesknown taxes and material commitments. (b) From the date of the Audited Financial Statements to and including the Signing Date, there has been no Disposition or any Recovery Event of any material commitments part of the business or property of the Company and Indebtednessits Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Company and its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the extent required Lenders on or prior to be reflected thereon pursuant to GAAPthe Signing Date. (c) The financial statements delivered pursuant to Section 7.01(a) and (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, (except as may otherwise expressly noted therein, be permitted under Section 7.01(a) and (iib)) and present fairly present in all material respects the consolidated financial condition condition, results of operations and cash flows of the Company and its Subsidiaries as of the date dates thereof and their results of operations for the period periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (cd) Since the date of the Audited Financial StatementsDecember 31, 2017, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries Loan Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated consolidated and consolidating balance sheet of the Company and its Subsidiaries Loan Parties dated as of June 30December 31, 20212007, and the related Consolidated consolidated and consolidating statements of income or operations, shareholders’ equity operations and the related consolidated statement of cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries Loan Parties as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since During the date period from December 31, 2007 to and including the Effective Date, there has been no sale, transfer or other disposition by any Loan Party of any material part of the Audited Financial Statementsbusiness or Property of the Loan Parties, taken as a whole, (other than the Disposition by the Borrower of property, plant and equipment associated with its former facility in Pittsburg, California) and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Loan Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Date. (d) All financial statements delivered pursuant to Sections 7.01(a), (b) and (c) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a), (b) and (c)) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Loan Parties as of such date and for such periods. (e) Since December 31, 2007, except as and to the extent disclosed by the Borrower in reports filed with the SEC prior to the Effective Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) From the date of the Audited Financial Statements to and including the Closing Date, there has been no disposition (voluntary or involuntary) of any material part of the business or property of the Borrower and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the extent required Lenders on or prior to be reflected thereon pursuant to GAAPthe Closing Date. (c) The financial statements delivered pursuant to Section 7.01(a) and (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, (except as may otherwise expressly noted therein, be permitted under Section 7.01(a) and (iib)) and present fairly present (on the basis disclosed in the footnotes to such financial condition statements) the consolidated financial condition, results of operations and cash flows of the Company Borrower and its Subsidiaries as of the date dates thereof and their results of operations for the period periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (cd) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout and the period covered thereby, except as otherwise expressly noted therein; (ii) Unaudited Financial Statements each fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as the GAAP Consolidated Members of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and IndebtednessBorrower, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date dates thereof and their results of operations for the period covered thereby, subjectexcept as otherwise disclosed to the Administrative Agent prior to the Closing Date, and in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, prepared in accordance with GAAP consistently applied throughout the periods covered thereby (in the case of interim statements, subject to year-end adjustments and the absence of footnotes). All projections delivered from time to time to the Administrative Agent and Lenders, in each case, have been prepared in good faith, based on assumptions believed by the management of Borrower to be reasonable in light of the circumstances at the time of preparation; it being understood that any such projections (i) are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries, that no assurance can be given that any particular projections will be realized, that actual results may differ and that such differences may be material and (ii) are not a guarantee of performance. (b) Since August 1, 2018, there has been no event or circumstance, either individually or change in the aggregatecondition, financial or otherwise, of the Borrower or any Restricted Subsidiary that has had or could reasonably be expected to have a Material Adverse Effect. (d) . Each Borrower is Solvent Lender and the Loan PartiesAdministrative Agent hereby acknowledges and agrees that the Borrower and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or IFRS, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other respective interpretation thereof, and that such restatements will not result in a Default or Event of Default under the Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.Documents. #95787455v10

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated and consolidating balance sheet of the Company and its Subsidiaries dated as of June September 30, 20212024, and the related Consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.. DB1/ 151992977.13 (c) Since the date of the Audited Financial Statements, Statements there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated balance sheet consolidated financial statements of the Company and its Subsidiaries Consolidated Parties dated as of June 30September 3, 20212001, and the related Consolidated consolidated statements of income or operations, shareholders’ ' equity and cash flows for the month then fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) During the period from December 31, 2001 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or Property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) During the period from December 31, 2015 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or Property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the extent required Lenders on or prior to be reflected thereon pursuant to GAAPthe Closing Date. (bc) The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated as of June 30, 2021, and the related Consolidated financial statements of income or operations, shareholders’ equity and cash flows for the month then ended (i) were delivered pursuant to Section 6.01 have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, (except as may otherwise expressly noted thereinbe permitted under Section 6.01) and present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated financial condition, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations and cash flows of the Consolidated Parties as of such date and for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentssuch periods. (cd) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.CHAR1\1461780v16

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP. (b) The unaudited Consolidated and consolidating balance sheet of the Company and its Subsidiaries dated as of June September 30, 20212019, and the related Consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the five-month period then ended (i) were prepared in all material respects in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.. 60 (c) Since the date of the Audited Financial Statements, Statements there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) Each Borrower is Solvent and the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.