Common use of Financial Statements; No Undisclosed Liabilities; Indebtedness Clause in Contracts

Financial Statements; No Undisclosed Liabilities; Indebtedness. (a) Set forth in Schedule 4.4(a) are: (i) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2019 and the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2018; (ii) the related unaudited statements of operations, shareholders’ equity, and cash flows, for the year ended December 31, 2019 and the related audited statements of operations, shareholders’ equity, and cash flows, for the year ended December 31, 2018, respectively; (iii) an unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2020 (the “Interim Balance Sheet”); and (iv) the related unaudited statements of operations, shareholders’ equity, and cash flows for the six (6) months ended June 30, 2020 (the foregoing financial statements, collectively, the “Financial Statements”). The Financial Statements (i) have been prepared from the books and records of the Company and its Subsidiaries in accordance with GAAP, consistently applied, (ii) are correct in all material respects, and (iii) present fairly, in all material respects, the financial condition and results of operations of the Company and its Subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of the unaudited Financial Statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of footnotes. The books and records of the Company and its Subsidiaries are correct in all material respects, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company or its applicable Subsidiary. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the Company’s Financial Statements.

Financial Statements; No Undisclosed Liabilities; Indebtedness. (a) Set forth in on Schedule 4.4(a3.4(b) areof the Company Disclosure Letter are true and correct copies of: (i) the unaudited audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2019 2020 and the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 20182019; (ii) the related unaudited audited statements of operations, shareholders’ equity, and cash flows, for the year ended December 31, 2019 2020 and the related audited statements of operations, shareholders’ equity, and cash flows, for the year ended December 31, 20182019, respectivelyrespectively (the audited financial statements delivered pursuant to clauses (i) and (ii) hereof the “Audited Financial Statements”); (iii) an unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2020 2021 (the “Interim Balance Sheet”); and (iv) the related unaudited statements of operations, shareholders’ equity, and cash flows for the six (6) months ended June 30, 2020 2021 (the foregoing unaudited financial statements, collectivelystatements delivered pursuant to clauses (iii) – (iv) hereof the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Audited Financial Statements (i) have been prepared from the books and records of the Company and its Subsidiaries in accordance with GAAP, consistently applied, (ii) are correct in all material respects, and (iii) present fairly, in all material respects, the financial condition and results of operations of the Company and its Subsidiaries as of the respective dates thereof and for the respective periods covered thereby. The Unaudited Financial Statements (i) have been prepared from the books and records of the Company and its Subsidiaries in accordance with the Accounting Principles, subject(ii) are correct in all material respects, and (iii) present fairly, in all material respects, the case financial condition and results of operations of the unaudited Financial Statements, to normal recurring year-end adjustments (Company and its Subsidiaries as of the effect of which will not, individually or in respective dates thereof and for the aggregate, be material) and the absence of footnotesrespective periods covered thereby. The books and records of the Company and its Subsidiaries are correct in all material respects, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company or its applicable Subsidiary. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the Company’s Financial Statements.

Financial Statements; No Undisclosed Liabilities; Indebtedness. (a) Set forth in Schedule 4.4(a) are: (i) UCC has delivered to the unaudited consolidated Purchaser an audited balance sheet of the Company and its Subsidiaries as of December 31, 2019 2004 and 2005, and the audited consolidated related statements of operations, stockholders’ equity and cash flows for the fiscal years then ended, together with the report thereon of the Company’s independent certified public accountants (including the notes thereto, the “UCC Financial Statements”), (ii) each of Consulting Corp. and Servicing LLC have delivered to the Purchaser an unaudited balance sheet of the such Company and its Subsidiaries as of December 31, 2018; (ii) 2004 and 2005, and the related unaudited statements of operations, shareholdersstockholders’ equity, equity and cash flowsflows of such Company (the “Consulting and Servicing Financial Statements”), for the year ended December 31, 2019 and the related audited statements of operations, shareholders’ equity, and cash flows, for the year ended December 31, 2018, respectively; (iii) UCC has delivered to the Purchaser an unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30March 31, 2020 2006 (the “Interim UCC Balance Sheet”); ) and (iv) the related unaudited statements of operations, shareholdersstockholders’ equity, equity and cash flows for of the six Company (6) months ended June 30, 2020 (together with the foregoing financial statements, collectivelyUCC Balance Sheet, the “Financial StatementsUCC Interim Reports”) and (iv) each of Consulting Corp. and Servicing LLC have delivered to the Purchaser an unaudited balance sheet of such Company as of March 31, 2006 (the “Consulting and Servicing Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows of such Company (together with the Consulting and Servicing Balance Sheets, the “Consulting and Servicing Interim Reports”). The UCC Financial Statements, UCC Interim Reports, Consulting and Servicing Financial Statements (i) have been prepared from and Consulting and Servicing Interim Reports are accurate and complete in all material respects and each fairly present the books financial position and records the results of operations, stockholders’ equity and cash flows of the Company as of the respective dates of, and its Subsidiaries for the periods referred to in, such UCC Financial Statements and UCC Interim Reports, all in accordance with GAAP, applied consistently applied, (ii) are correct in all material respects, and (iii) present fairly, in all material respects, through the financial condition and results of operations of the Company and its Subsidiaries as of the respective dates thereof and for the respective periods covered therebyinvolved, subject, in the case of the unaudited Financial StatementsUCC Interim Reports, to normal recurring year-end adjustments (the effect of which will not, individually or are not material in the aggregate, be material) and the absence of footnotes. The footnotes and are consistent with the books and records of the Company and its Subsidiaries are correct in all material respects, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company or its applicable SubsidiaryCompany. No financial statements of any other Person other than the Company and its Subsidiaries are required by GAAP (or under Regulation S-X, assuming it were applicable to the Company) to be included in the financial statements of the Company’s Financial Statements.

Financial Statements; No Undisclosed Liabilities; Indebtedness. (a) Set forth in Schedule 4.4(a) are: True and complete copies of (i) the audited consolidated balance sheet of the Seller and its Subsidiaries as at December 27, 2014 and December 26, 2015, and the related audited consolidated statements of income, changes in members’ equity and changes in cash flows of the Seller and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent auditors (collectively referred to as the “Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Company Seller and its Subsidiaries as of December 31, 2019 and the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2018; (ii) the related unaudited statements of operations, shareholders’ equity, and cash flows, for the year ended December 31, 2019 and the related audited statements of operations, shareholders’ equity, and cash flows, for the year ended December 31, 2018, respectively; (iii) an unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2020 (the “Interim Balance Sheet”) as at May 28, 2016 (the “Interim Balance Sheet Date”); , and (iv) the related unaudited consolidated statements of operations, shareholders’ equity, income and changes in cash flows of the Seller and its Subsidiaries for the six five (65) months month period then ended June 30, 2020 (the foregoing financial statements, collectively, collectively referred to as the “Interim Financial Statements”), are set forth on Schedule 3.7(a) of the Disclosure Schedules. The Each of the Financial Statements and the Interim Financial Statements (iA) have been prepared derived from the books and records of the Company Seller and its Subsidiaries in accordance with GAAP, consistently applied, (ii) are correct in all material respects, and (iiiB) present fairly, in all material respects, the financial condition and position, results of operations and cash flows of the Company Seller and its Subsidiaries as of the respective dates thereof and for the respective periods covered therebyindicated in accordance with GAAP applied on a consistent basis throughout the periods indicated, subject, in the case of the unaudited Interim Financial Statements, to (1) the absence of footnote disclosures, and (2) normal and recurring year-end adjustments (the effect of which will notthat would not reasonably be expected to be, individually or in the aggregate, be material) and the absence of footnotes. The books and records of the Company and its Subsidiaries are correct in all material respects, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company or its applicable Subsidiary. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the Company’s Financial Statements.