Common use of Financial Statements; Material Adverse Change Clause in Contracts

Financial Statements; Material Adverse Change. The consolidated balance sheet of such Borrower and its Subsidiaries, as at December 31, 2020, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such Borrower and its Subsidiaries, as at June 30, 2021, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries, for the six months then ended, copies of which have been furnished to each Lender and each Fronting Bank, in all cases as amended and restated to the date hereof, present fairly in all material respects the consolidated financial position of such Borrower and its Subsidiaries as at the indicated dates and the consolidated results of the operations of such Borrower and its Subsidiaries for the periods ended on the indicated dates, all in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes). Except as disclosed in the Disclosure Documents, there has been no change, event or occurrence since December 31, 2020 that has had a Material Adverse Effect with respect to such Borrower.

Financial Statements; Material Adverse Change. The consolidated balance sheet sheets of such the Borrower and its Subsidiaries, as at December 31, 20202017, and the related consolidated statements of income, retained earnings and cash flows of such the Borrower and its Subsidiaries, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such the Borrower and its Subsidiaries, as at June 30, 20212018, and the related consolidated statements of income, retained earnings and cash flows of such the Borrower and its Subsidiaries, for the six months then ended, copies of which have been furnished to each Lender and each Fronting BankLender, in all cases as amended and restated to the date hereof, present fairly in all material respects the consolidated financial position of such the Borrower and its Subsidiaries as at the indicated dates and the consolidated results of the operations of such the Borrower and its Subsidiaries for the periods ended on the indicated dates, all in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes). Except as disclosed in the Disclosure Documents, there has been no change, event or occurrence since December 31, 2020 2017 that has had a Material Adverse Effect with respect to such BorrowerEffect.

Financial Statements; Material Adverse Change. The consolidated balance sheet sheets of such the Borrower and its Subsidiaries, as at December 31, 20202015, and the related consolidated statements of income, retained earnings and cash flows of such the Borrower and its Subsidiaries, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such the Borrower and its Subsidiaries, as at June September 30, 20212016, and the related consolidated statements of income, retained earnings and cash flows of such the Borrower and its Subsidiaries, for the six nine months then ended, copies of which have been furnished to each Lender and each Fronting BankLender, in all cases as amended and restated to the date hereof, present fairly in all material respects the consolidated financial position of such the Borrower and its Subsidiaries as at the indicated dates and the consolidated results of the operations of such the Borrower and its Subsidiaries for the periods ended on the indicated dates, all in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes). Except as disclosed in the Disclosure Documents, there has been no change, event or occurrence since December 31, 2020 2015 that has had a Material Adverse Effect with respect to such BorrowerEffect.

Financial Statements; Material Adverse Change. The consolidated balance sheet of such Borrower and its Subsidiaries, as at December 31, 20202015, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such Borrower and its Subsidiaries, as at June September 30, 20212016, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries, for the six nine months then ended, copies of which have been furnished to each Lender, each Swing Line Lender and each Fronting Bank, in all cases as amended and restated to the date hereof, present fairly in all material respects the consolidated financial position of such Borrower and its Subsidiaries as at the indicated dates and the consolidated results of the operations of such Borrower and its Subsidiaries for the periods ended on the indicated dates, all in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes). Except as disclosed in the Disclosure Documents, there has been no change, event or occurrence since December 31, 2020 2015 that has had a Material Adverse Effect with respect to such Borrower.

Financial Statements; Material Adverse Change. The consolidated balance sheet sheets of such the Borrower and its Subsidiaries, Subsidiaries as at December 31, 20202002, and the related consolidated statements of income, retained earnings and cash flows of such the Borrower and its SubsidiariesSubsidiaries for the fiscal year then ended, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such the Borrower and its Subsidiaries, Subsidiaries as at June 30, 20212003, and the related consolidated statements of income, retained earnings and cash flows of such the Borrower and its Subsidiaries, Subsidiaries for the six months then ended, copies of each of which have been furnished to each Lender and each Fronting BankLender, in all cases as amended and restated to the date hereof, present fairly in all material respects the consolidated financial position of such the Borrower and its Subsidiaries as at the indicated such dates and the consolidated results of the operations of such the Borrower and its Subsidiaries for the periods ended on the indicated such dates, all in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes)applied. Except as disclosed in the Disclosure DocumentsBorrower’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002 filed on September 11, 2003 with the SEC, its Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2003 filed on September 11, 2003 with the SEC and its Current Reports on Form 8-K filed in 2003 prior to the date hereof (copies of which have been furnished to each Lender), there has been no changematerial adverse change in the business, event condition (financial or occurrence otherwise), results of operations or prospects of the Borrower and its Consolidated Subsidiaries, taken as a whole, since December 31, 2020 that has had a Material Adverse Effect with respect to such Borrower2002.

Financial Statements; Material Adverse Change. The consolidated balance sheet of such the Borrower and its Subsidiaries, as at of December 31, 20202022, and the related consolidated statements of income, retained earnings and cash flows of such the Borrower and its Subsidiaries, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such the Borrower and its Subsidiaries, as at of June 30, 20212023, and the related consolidated statements of income, retained earnings and cash flows of such the Borrower and its Subsidiaries, for the six months then ended, copies of which have been furnished to each Lender and each Fronting Bank, in all cases as amended and restated to the date hereof, present fairly in all material respects the consolidated financial position of such the Borrower and its Subsidiaries as at the indicated dates and the consolidated results of the operations of such the Borrower and its Subsidiaries for the periods ended on the indicated dates, all in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes). Except as disclosed in the Disclosure Documents, there has been no change, event or occurrence since December 31, 2020 2022 that has had a Material Adverse Effect with respect to such the Borrower.

Financial Statements; Material Adverse Change. The consolidated balance sheet of such Borrower and its Subsidiaries, as at December 31, 2020, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its 744221928 Subsidiaries, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such Borrower and its Subsidiaries, as at June 30, 2021, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries, for the six months then ended, copies of which have been furnished to each Lender and each Fronting Bank, in all cases as amended and restated to the date hereof, present fairly in all material respects the consolidated financial position of such Borrower and its Subsidiaries as at the indicated dates and the consolidated results of the operations of such Borrower and its Subsidiaries for the periods ended on the indicated dates, all in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes). Except as disclosed in the Disclosure Documents, there has been no change, event or occurrence since December 31, 2020 that has had a Material Adverse Effect with respect to such Borrower.

Financial Statements; Material Adverse Change. The consolidated balance sheet sheets of such Borrower FE and its Subsidiaries, Subsidiaries as at December 31, 20202007, and the related consolidated statements of income, retained earnings and cash flows of such Borrower FE and its Subsidiaries, for the fiscal year then ended, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such Borrower FE and its Subsidiaries, Subsidiaries as at June 30, 20212008, and the related consolidated statements of income, retained earnings income and cash flows of such Borrower FE and its Subsidiaries, Subsidiaries for the six three months then ended, copies of each of which have been furnished to each Lender and each Fronting BankLender, in all cases as amended and restated to the date hereof, present fairly in all material respects the consolidated financial position of such Borrower FE and its Subsidiaries as at the indicated such dates and the consolidated results of the operations of such Borrower FE and its Subsidiaries for the periods ended on the indicated such dates, all in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes)applied. Except as disclosed in FE’s Annual Report on Form 10-K for the Disclosure Documentsfiscal year ended December 31, 2007, its Quarterly Report on form 10-Q for the quarter ended June 30, 2008, its Current Reports on Form 8-K filed in 2008 prior to the date hereof (copies of which have been furnished to each Bank), and the Investor Letter to be filed on Form 8-K (a copy of which has been furnished to each Bank on or prior to the date hereof), there has been no changematerial adverse change in the business, event condition (financial or occurrence otherwise), results of operations or prospects of FE and its Consolidated Subsidiaries, taken as a whole, since December 31, 2020 that has had a Material Adverse Effect with respect to such Borrower2007.

Financial Statements; Material Adverse Change. The consolidated balance sheet of such Borrower and its Subsidiaries, as at December 31, 2020, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its 744224750 Subsidiaries, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such Borrower and its Subsidiaries, as at June 30, 2021, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries, for the six months then ended, copies of which have been furnished to each Lender and each Fronting Bank, in all cases as amended and restated to the date hereof, present fairly in all material respects the consolidated financial position of such Borrower and its Subsidiaries as at the indicated dates and the consolidated results of the operations of such Borrower and its Subsidiaries for the periods ended on the indicated dates, all in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes). Except as disclosed in the Disclosure Documents, there has been no change, event or occurrence since December 31, 2020 that has had a Material Adverse Effect with respect to such Borrower.

Financial Statements; Material Adverse Change. The consolidated balance sheet of such the Borrower and its Subsidiaries, as at December 31, 2020, and the related consolidated statements of income, retained earnings and cash flows of such the Borrower and its Subsidiaries, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such the Borrower and its Subsidiaries, as at June 30, 2021, and the related consolidated statements of income, retained earnings and cash flows of such the Borrower and its Subsidiaries, for the six months then ended, copies of which have been furnished to each Lender and each Fronting Bank, in all cases as amended and restated to the date hereof, present fairly in all material respects the consolidated financial position of such the Borrower and its Subsidiaries as at the indicated dates and the consolidated results of the operations of such the Borrower and its Subsidiaries for the periods ended on the indicated dates, all in accordance with GAAP consistently applied (in the case of such statements that are unaudited, 66 744224964 subject to year-end adjustments and the exclusion of detailed footnotes). Except as disclosed in the Disclosure Documents, there has been no change, event or occurrence since December 31, 2020 that has had a Material Adverse Effect with respect to such the Borrower.

Financial Statements; Material Adverse Change. The consolidated balance sheet of such the Borrower and its Subsidiaries, as at December 31, 2020, and the related consolidated statements of income, retained earnings and cash flows of such the Borrower and its Subsidiaries, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such the Borrower and its Subsidiaries, as at June 30, 2021, and the related consolidated statements of income, retained earnings and cash flows of such the Borrower and its Subsidiaries, for the six months then ended, copies of which have been furnished to each Lender and each Fronting Bank, in all cases as amended and restated to the date hereof, present fairly in all material respects the consolidated financial position of such the Borrower and its Subsidiaries as at the indicated dates and the consolidated results of the operations of such the Borrower and its Subsidiaries for the periods ended on the indicated dates, all in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes). Except as disclosed in the Disclosure Documents, there has been no change, event or occurrence since December 31, 2020 that has had a Material Adverse Effect with respect to such the Borrower.

Financial Statements; Material Adverse Change. The consolidated balance sheet sheets of such the Borrower and its Subsidiaries, Subsidiaries as at December 31, 20202006, and the related consolidated statements of income, retained earnings and cash flows of such the Borrower and its SubsidiariesSubsidiaries for the fiscal year then ended, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet copies of such Borrower and its Subsidiaries, as at June 30, 2021, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries, for the six months then ended, copies each of which have been furnished to each Lender and each Fronting Bankthe Lender, in all cases each case as amended and restated to the date hereof, present fairly in all material respects the consolidated financial position of such the Borrower and its Subsidiaries as at the indicated dates such date and the consolidated results of the operations of such the Borrower and its Subsidiaries for the periods period ended on the indicated datessuch date, all in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes)applied. Except as disclosed in the Disclosure DocumentsBorrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and its Current Reports on Form 8-K filed in 2007 prior to the date hereof (copies of which have been furnished to the Lender), there has been no changematerial adverse change in the business, event condition (financial or occurrence otherwise), results of operations or prospects of the Borrower and its Consolidated Subsidiaries, taken as a whole, since December 31, 2020 that has had a Material Adverse Effect with respect to such Borrower2006.

Financial Statements; Material Adverse Change. The consolidated balance sheet sheets of such Borrower the Obligor and its Subsidiaries, Subsidiaries as at December 31, 20202005, and the related consolidated statements of income, retained earnings and cash flows of such Borrower the Obligor and its SubsidiariesSubsidiaries for the fiscal year then ended, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such Borrower the Obligor and its Subsidiaries, Subsidiaries as at June September 30, 20212006, and the related consolidated statements of income, retained earnings and cash flows of such Borrower the Obligor and its Subsidiaries, Subsidiaries for the six nine months then ended, copies of each of which have been furnished to each Lender and each the Fronting Bank, in all cases as amended and restated to the date hereof, present fairly in all material respects the consolidated financial position of such Borrower the Obligor and its Subsidiaries as at the indicated such dates and the consolidated results of the operations of such Borrower the Obligor and its Subsidiaries for the periods ended on the indicated such dates, all in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes)applied. Except as disclosed in the Disclosure DocumentsObligor’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, its Quarterly Report on form 10-Q for the quarter ended September 30, 2006 and its Current Reports on Form 8-K filed in 2006 prior to the date hereof (copies of which have been furnished to each Lender), there has been no changematerial adverse change in the business, event condition (financial or occurrence otherwise), results of operations or prospects of the Obligor and its Consolidated Subsidiaries, taken as a whole, since December 31, 2020 that has had a Material Adverse Effect with respect to such Borrower2005.

Financial Statements; Material Adverse Change. The consolidated balance sheet sheets of such the Borrower and its Subsidiaries, Subsidiaries as at December 31, 20202003, and the related consolidated statements of income, retained earnings and cash flows of such the Borrower and its SubsidiariesSubsidiaries for the fiscal year then ended, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such the Borrower and its Subsidiaries, Subsidiaries as at June 30March 31, 20212004, and the related consolidated statements of income, retained earnings and cash flows of such the Borrower and its Subsidiaries, Subsidiaries for the six nine months then ended, copies of each of which have been furnished to each Lender Bank and each the Fronting Bank, in all cases as amended and restated to the date hereof, present fairly in all material respects the consolidated financial position of such the Borrower and its Subsidiaries as at the indicated such dates and the consolidated results of the operations of such the Borrower and its Subsidiaries for the periods ended on the indicated such dates, all in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes)applied. Except as disclosed in the Disclosure DocumentsBorrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, its Quarterly Report on form 10-Q for the quarter ended March 31, 2004 and its Current Reports on Form 8-K filed in 2004 prior to the date hereof (copies of which have been furnished to each Bank), there has been no changematerial adverse change in the business, event condition (financial or occurrence otherwise), results of operations or prospects of the Borrower and its Consolidated Subsidiaries, taken as a whole, since December 31, 2020 that has had a Material Adverse Effect with respect to such Borrower2003.

Financial Statements; Material Adverse Change. The consolidated balance sheet sheets of such the Borrower and its Subsidiaries, Subsidiaries as at December 31, 20202002, and the related consolidated statements of income, retained earnings and cash flows of such the Borrower and its SubsidiariesSubsidiaries for the fiscal year then ended, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such the Borrower and its Subsidiaries, Subsidiaries as at June 30, 20212003, and the related consolidated statements of income, retained earnings and cash flows of such the Borrower and its Subsidiaries, Subsidiaries for the six nine months then ended, copies of each of which have been furnished to each Lender Bank and each the Fronting Bank, in all cases as amended and restated to the date hereof, present fairly in all material respects the consolidated financial position of such the Borrower and its Subsidiaries as at the indicated such dates and the consolidated results of the operations of such the Borrower and its Subsidiaries for the periods ended on the indicated such dates, all in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes)applied. Except as disclosed in the Disclosure DocumentsBorrower’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002 filed on September 11, 2003 with the SEC, its Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2003 filed on September 11, 2003 with the SEC and its Current Reports on Form 8-K filed in 2003 prior to the date hereof (copies of which have been furnished to each Bank), there has been no changematerial adverse change in the business, event condition (financial or occurrence otherwise), results of operations or prospects of the Borrower and its Consolidated Subsidiaries, taken as a whole, since December 31, 2020 that has had a Material Adverse Effect with respect to such Borrower2002.