Common use of Financial Statements, etc Clause in Contracts

Financial Statements, etc. 3.5.1. The Company has made available to the Buyer copies of: (a) the audited consolidated balance sheet of the Company as of December 31, 2019 and December 31, 2020, and the related statements of income and cash flows of the Company for the fiscal year then ended (the “Audited Financial Statements”), (b) the unaudited consolidated balance sheet of the Company as of June 30, 2021, and the related statements of income and cash flows of the Company for the six (6) month period then ended (the “Unaudited Financial Statements”) and (c) the unaudited balance sheet of the Company as of June 30, 2021 (respectively, the “Reference Balance Sheet” and the “Reference Balance Sheet Date”) and the related statements of income and cash flows of the Company for the six-month period then ended (the “Interim Financial Statements” and, collectively with the Audited Financial Statements and Unaudited Financial Statements, the “Financial Statements”). The Financial Statements (i) have been prepared in accordance with GAAP, consistently applied, and (ii) present fairly in all material respects the financial position of the Company and the results of operations of the Company and any of its Subsidiaries (taken as whole) as of the respective dates thereof and for the periods covered thereby subject in the case of the Reference Balance Sheet to the absence of footnote disclosures and other presentation items. Except as disclosed in Schedule 3.5, neither the Company nor its Subsidiaries has any Liabilities (whether or not required to be reflected in the Financial Statements under GAAP), except for Liabilities that (v) are reflected in or reserved against in the Reference Balance Sheet, (w) have arisen or incurred in the ordinary course of business since the date of the Reference Balance Sheet (none of which results from, arises out of, relates to, is in the nature of, or was covered by any breach of contract, breach of warranty, tort, infringement, or violation of Legal Requirement), (x) are reflected in the calculation of the Estimated Working Capital Amount, (y) Liabilities arising pursuant to the terms of any Contract for which the Company or any of its Subsidiaries is a party that have not yet been performed (provided, neither the Company nor any of its Subsidiaries is in breach, violation, or non-compliance with such Contract), and (z) are included in Indebtedness or Transaction Expenses.

Financial Statements, etc. 3.5.1. (a) The Company Borrower has made available furnished to the Buyer Lenders and the Administrative Agent complete and correct copies of: of (ai) the audited consolidated balance sheet sheets of the Company Borrower and its consolidated subsidiaries as of December 31, 2019 and December 31, 2020, 2002 and the related audited consolidated statements of income income, shareholders’ equity, and cash flows of the Company Borrower and its consolidated subsidiaries for the fiscal year years then ended ended, accompanied by the report thereon of KPMG LLP; and (the “Audited Financial Statements”), (bii) the unaudited condensed consolidated balance sheet sheets of the Company Borrower and its consolidated subsidiaries as of June 30, 2021, 2003 and the related condensed consolidated statements of income and of cash flows of the Company Borrower and its consolidated subsidiaries for the six (6) month fiscal period then ended, as included in the Borrower’s Report on Form 10-Q for the fiscal quarter ended (the “Unaudited Financial Statements”) and (c) the unaudited balance sheet of the Company as of June 30, 2021 (respectively2003, the “Reference Balance Sheet” and the “Reference Balance Sheet Date”) and the related statements of income and cash flows of the Company for the six-month period then ended (the “Interim Financial Statements” and, collectively filed with the Audited Financial Statements and Unaudited Financial Statements, the “Financial Statements”)SEC. The Financial Statements (i) All such financial statements have been prepared in accordance with GAAP, consistently appliedapplied (except as stated therein), and (ii) fairly present fairly in all material respects the financial position of the Company and the results of operations of the Company and any of its Subsidiaries (taken as whole) entities described in such financial statements as of the respective dates thereof indicated and the consolidated results of their operations and cash flows for the respective periods covered thereby indicated, subject in the case of the Reference Balance Sheet any such financial statements that are unaudited, to the absence normal audit adjustments, none of footnote disclosures which will involve a Material Adverse Effect. The Borrower and other presentation items. Except as disclosed in Schedule 3.5, neither the Company nor its Subsidiaries has any Liabilities (whether or did not required to be reflected in the Financial Statements under GAAP)have, except for Liabilities that (v) are reflected in or reserved against in the Reference Balance Sheet, (w) have arisen or incurred in the ordinary course as of business since the date of the Reference Balance Sheet (none latest financial statements referred to above, and will not have as of which results fromthe Closing Date after giving effect to the incurrence of Loans hereunder, arises out ofany material or significant contingent liability or liability for taxes, relates to, long-term lease or unusual forward or long-term commitment that is in the nature of, or was covered by any breach of contract, breach of warranty, tort, infringement, or violation of Legal Requirement), (x) are not reflected in the calculation foregoing financial statements or the notes thereto in accordance with GAAP and that in any such case is material in relation to the business, operations, properties, assets, financial or other condition or prospects of the Estimated Working Capital Amount, (y) Liabilities arising pursuant to the terms of any Contract for which the Company Borrower or any of its Subsidiaries is a party that have not yet been performed (provided, neither the Company nor any of its Subsidiaries is in breach, violation, or non-compliance with such Contract), and (z) are included in Indebtedness or Transaction ExpensesSubsidiaries.

Financial Statements, etc. 3.5.1. (a) The Company Borrower has made available furnished to the Buyer Lenders and the Administrative Agent complete and correct copies of: of (ai) the audited consolidated balance sheet sheets of the Company Borrower and its consolidated subsidiaries as of December 31, 2019 and December 31, 2020, 2003 and the related audited consolidated statements of income income, shareholders’ equity, and cash flows of the Company Borrower and its consolidated subsidiaries for the fiscal year years then ended ended, accompanied by the report thereon of KPMG LLP; and (the “Audited Financial Statements”), (bii) the unaudited condensed consolidated balance sheet sheets of the Company Borrower and its consolidated subsidiaries as of March 31, 2004, June 30, 20212004, and September 30, 2004 and the related condensed consolidated statements of income and of cash flows of the Company Borrower and its consolidated subsidiaries for the six (6) month fiscal period then ended, as included in the Borrower’s Report on Form 10-Q for the fiscal quarter ended (the “Unaudited Financial Statements”) and (c) the unaudited balance sheet of the Company as of June September 30, 2021 (respectively2004, the “Reference Balance Sheet” and the “Reference Balance Sheet Date”) and the related statements of income and cash flows of the Company for the six-month period then ended (the “Interim Financial Statements” and, collectively filed with the Audited Financial Statements and Unaudited Financial Statements, the “Financial Statements”)SEC. The Financial Statements (i) All such financial statements have been prepared in accordance with GAAP, consistently appliedapplied (except as stated therein), and (ii) fairly present fairly in all material respects the financial position of the Company and the results of operations of the Company and any of its Subsidiaries (taken as whole) entities described in such financial statements as of the respective dates thereof indicated and the consolidated results of their operations and cash flows for the respective periods covered thereby indicated, subject in the case of the Reference Balance Sheet any such financial statements that are unaudited, to the absence normal audit adjustments, none of footnote disclosures which will involve a Material Adverse Effect. The Borrower and other presentation items. Except as disclosed in Schedule 3.5, neither the Company nor its Subsidiaries has any Liabilities (whether or did not required to be reflected in the Financial Statements under GAAP)have, except for Liabilities that (v) are reflected in or reserved against in the Reference Balance Sheet, (w) have arisen or incurred in the ordinary course as of business since the date of the Reference Balance Sheet (none latest financial statements referred to above, and will not have as of which results fromthe Closing Date after giving effect to the incurrence of Loans hereunder, arises out ofany material or significant contingent liability or liability for taxes, relates to, long-term lease or unusual forward or long-term commitment that is in the nature of, or was covered by any breach of contract, breach of warranty, tort, infringement, or violation of Legal Requirement), (x) are not reflected in the calculation foregoing financial statements or the notes thereto in accordance with GAAP and that in any such case is material in relation to the business, operations, properties, assets, financial or other condition or prospects of the Estimated Working Capital Amount, (y) Liabilities arising pursuant to the terms of any Contract for which the Company Borrower or any of its Subsidiaries is a party that have not yet been performed (provided, neither the Company nor any of its Subsidiaries is in breach, violation, or non-compliance with such Contract), and (z) are included in Indebtedness or Transaction ExpensesSubsidiaries.

Financial Statements, etc. 3.5.1. The Company has made available Prior to the Buyer copies ofClosing, the Company will furnish to Parent: (ai) the audited consolidated reviewed balance sheet of the Aspen Company as of December 31February 28, 2019 1997 and December 31as of February 29, 20201996, and the related statements of income operations, stockholders' equity and cash flows for each of the two years ended February 28, 1997 and February 29, 1996, prepared by the Aspen Company's independent certified public accountants retained by the Aspen Company for the fiscal year then ended (the “Audited Financial Statements”)such years, (b) the unaudited consolidated balance sheet of the Company as of June 30, 2021, and the related statements of income and cash flows of the Company for the six (6) month period then ended (the “Unaudited Financial Statements”) and (cii) the unaudited balance sheet of the Aspen Company as of June September 30, 2021 (respectively1997, the “Reference Balance Sheet” and the “Reference Balance Sheet Date”) and the related statements of income and cash flows operations for the seven months then ended, certified by the principal financial officer of the Company Company, and (iii) the unaudited statement of revenues for the six-month period then seven months ended (September 30, 1997 certified by the “Interim principal financial officer of the Aspen Company. The foregoing financial statements shall be collectively referred to as the "Financial Statements” and, collectively with the Audited Financial Statements and Unaudited Financial Statements, the “Financial Statements”). The ." All such Financial Statements (iincluding any related schedules and/or notes, if any) have been prepared in accordance with GAAPGAAP consistently applied and consistent with prior periods, consistently applied, except that such interim statements are subject to year end adjustments (which consist of normal recurring entries) and (ii) do not contain certain footnote disclosures. Such balance sheets fairly present fairly in all material respects the financial position of the Aspen Company as of their respective dates, and such statements of operations, stockholders' equity and cash flows fairly present in all material respects the results of operations of the Aspen Company and any of its Subsidiaries (taken as whole) as of for the respective dates thereof and for the periods covered thereby subject then ended, subject, in the case of the Reference Balance Sheet unaudited financial statements, to normal year-end adjustments and the absence of certain footnote disclosures and other presentation itemsdisclosures. Except as disclosed in Schedule 3.5and to the extent (i) reflected on the balance sheet of the Aspen Company as of February 28, neither the Company nor its Subsidiaries has any Liabilities (whether or not required 1997 referred to be reflected in the Financial Statements under GAAP), except for Liabilities that (v) are reflected in or reserved against in the Reference Balance Sheetabove, (wii) have arisen or incurred since February 28, 1997 in the ordinary course of business since the date of the Reference Balance Sheet (none of which results from, arises out of, relates to, is in the nature of, or was covered by any breach of contract, breach of warranty, tort, infringement, or violation of Legal Requirement)consistent with past practice, (xiii) are reflected in the calculation unaudited balance sheet of the Estimated Working Capital AmountAspen Company as of September 30, 1997, or (yiv) Liabilities arising pursuant to set forth on Schedule 3.01(g) hereto, the terms Aspen Company does not have any liabilities or obligations of any Contract for which the Company kind or any of its Subsidiaries is nature, whether known or unknown or secured or unsecured (whether absolute, accrued, contingent or otherwise, and whether due or to become due) that would be required to be reflected on a party that have not yet been performed (provided, neither the Company nor any of its Subsidiaries is in breach, violationbalance sheet, or non-compliance the notes thereto, prepared in accordance with such Contract)GAAP. Since February 28, and (z) are included in Indebtedness or Transaction Expenses1997, the Aspen Company has not suffered any Company Material Adverse Effect.

Financial Statements, etc. 3.5.1. The Company has made available to the Buyer 3.5.1 Schedule 3.5.1 sets forth accurate and complete copies of: (a) the audited unaudited consolidated balance sheet of the Company Navistar Defense as of December October 31, 2019 and December 31, 2020, 2016 and the related unaudited consolidated statements of income and cash flows of the Company Navistar Defense for the fiscal year then ended (the “Audited Financial Statements”)ended, (b) the unaudited consolidated balance sheet of the Company Navistar Defense as of June 30October 31, 2021, 2017 and the related unaudited consolidated statements of income and cash flows of the Company Navistar Defense for the six (6) month period fiscal year then ended (clauses (a) and (b), the “Unaudited Annual Financial Statements”) ), and (c) the unaudited balance sheet of the Company Navistar Defense as of June April 30, 2021 2018 and the related unaudited consolidated statements of income of Navistar Defense for the 6-month period ending on April 30, 2018, and (d) the unaudited balance sheet of Navistar Defense as of September 30, 2018 (respectively, the “Reference Most Recent Balance Sheet” and the “Reference Most Recent Balance Sheet Date”) and the related unaudited consolidated statements of income and cash flows of the Company Navistar Defense for the six11-month period then ended ending on the Most Recent Balance Sheet Date (this clause (d), the “Interim Most Recent Financial Statements” and, collectively with the Audited Annual Financial Statements and Unaudited Financial Statementsthe financial statements described in clause (c), the “Financial Statements”). The Financial Statements Except as set forth on Schedule 3.5.1, (i) have been prepared in accordance with GAAPthe Financial Statements present fairly, consistently applied, and (ii) present fairly in all material respects respects, the financial position of the Company Navistar Defense and its Subsidiaries and the results of operations of the Company Navistar Defense and any of its Subsidiaries (taken as whole) as of the respective dates thereof and for the periods covered thereby subject (subject, in the case of the Reference Balance Sheet Most Recent Financial Statements, to normal year-end adjustments, which would not be material in amount or in nature) and (ii) the Financial Statements were prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby. To the extent included therein, the Annual Financial Statements present on a consistent basis the statement of income and balance sheet of Navistar Defense included as part of the consolidated audited financial statements of Navistar Parent publicly filed with the Securities and Exchange Commission, subject to the absence of footnote disclosures and other presentation items. Except as disclosed in Schedule 3.5disclosures, neither which if presented would not materially alter the Company nor its Subsidiaries has any Liabilities (whether nature of the financial position or not required to be reflected results of operations presented in the Annual Financial Statements under GAAP), except for Liabilities that (v) are reflected in or reserved against in the Reference Balance Sheet, (w) have arisen or incurred in the ordinary course of business since the date of the Reference Balance Sheet (none of which results from, arises out of, relates to, is in the nature of, or was covered by any breach of contract, breach of warranty, tort, infringement, or violation of Legal Requirement), (x) are reflected in the calculation of the Estimated Working Capital Amount, (y) Liabilities arising pursuant to the terms of any Contract for which the Company or any of its Subsidiaries is a party that have not yet been performed (provided, neither the Company nor any of its Subsidiaries is in breach, violation, or non-compliance with such Contract), and (z) are included in Indebtedness or Transaction ExpensesStatements.

Financial Statements, etc. 3.5.1. The Company has made available Prior to the Buyer copies of: Closing Date, (aA) the Agents shall have received from the Borrower and be reasonably satisfied with (1) the Borrower's audited consolidated financial statements, including a balance sheet and statements of operations, stockholders' equity and cash flow of the Borrower and its consolidated Subsidiaries at and for the years ended December 31, 1992, 1993 and 1994, together with unqualified opinions on the audited consolidated statements for each of such years from Xxxxxx Xxxxxxxx & Company and unaudited consolidating financial statements including statements of operations and a balance sheet of for the Company Borrower and the Guarantors (other than Xxxx) at and for the years ended December 31, 1992, 1993 and 1994, (2) company prepared financial statements for Xxxx at and for the years ended December 31, 1992, 1993 and 1994, along with Cleo's audited balance sheet as of December 31, 2019 1994, (3) unaudited consolidated interim period financial statements for the Borrower and Xxxx at and for the nine (9) months ended September 30, 1995 and (4) the pro forma consolidated and consolidating opening balance sheets of the Borrower and Xxxx (after giving effect to the Acquisition and any expected Borrowings under this Agreement) prepared on a projected basis as of the Closing Date, together with a certificate executed by the Chief Financial Officer of the Borrower to the effect that such financial statements fairly and completely present the pro forma financial position and results of operations of the Borrower and its Subsidiaries and have been prepared on a consistent basis (collectively, the "Financial Statements"), and (B) the Borrower and Xxxx shall have delivered to the Lenders, and the Lenders shall be reasonably satisfied with, projected pro forma financial statements for the period commencing November 1, 1995 and ending December 31, 20202000 (the first sixteen (16) months' balance sheets to be prepared on a month to month basis) prepared in accordance with the Borrower's normal accounting procedures, consistently applied (which for 1995, will incorporate actual results through August and which shall be extrapolated through year end and which for 1996, 1997, 1998, 1999 and 2000, shall represent management's reasonable estimate of the related Borrower's and its consolidated Subsidiaries' projected performance during such years) including (1) forecasted balance sheets, statements of income operations and cash flows of the Company Borrower and its consolidated Subsidiaries for the fiscal year then ended (the “Audited Financial Statements”)such periods, (b2) the unaudited consolidated balance sheet amount of the Company as of June 30, 2021, and the related statements of income and cash flows of the Company forecasted Consolidated Capital Expenditures for the six (6) month period then ended (the “Unaudited Financial Statements”) and (c) the unaudited balance sheet of the Company as of June 30, 2021 (respectively, the “Reference Balance Sheet” and the “Reference Balance Sheet Date”) and the related statements of income and cash flows of the Company for the six-month period then ended (the “Interim Financial Statements” and, collectively with the Audited Financial Statements and Unaudited Financial Statements, the “Financial Statements”). The Financial Statements (i) have been prepared in accordance with GAAP, consistently appliedsuch periods, and (ii3) present fairly in all material respects the financial position of the Company and the results of operations of the Company and any of its Subsidiaries (taken as whole) as of the respective dates thereof and for the periods covered thereby subject in the case of the Reference Balance Sheet to the absence of footnote disclosures and other presentation items. Except as disclosed in Schedule 3.5, neither the Company nor its Subsidiaries has any Liabilities (whether or not required to be reflected in the Financial Statements under GAAP), except for Liabilities that (v) are reflected in or reserved against in the Reference Balance Sheet, (w) have arisen or incurred in the ordinary course of business since the date of the Reference Balance Sheet (none of which results from, arises out of, relates to, is in the nature of, or was covered by any breach of contract, breach of warranty, tort, infringement, or violation of Legal Requirement), (x) are reflected in the calculation of the Estimated Working Capital Amount, (y) Liabilities arising pursuant to the terms of any Contract for which the Company or any of its Subsidiaries is a party that have not yet been performed (provided, neither the Company nor any of its Subsidiaries is in breach, violation, or non-Borrower's forecasted compliance with such Contract), and (z) are included in Indebtedness or Transaction Expenses.Sections 7.1 - 7.6

Financial Statements, etc. 3.5.1. The Company (a) MBIA has made available heretofore ----------- ------------------------- furnished to the Buyer copies of: Agents (ai) the audited consolidated and unaudited consolidating balance sheet sheets of the Company as of MBIA Inc. and its subsidiaries at December 31, 2019 1995, the related audited consolidated statements of income, changes in stockholders' equity and financial position or cash flows, as the case may be, and unaudited consolidating statements of income for the year ended December 31, 2020, and the related statements of income and cash flows of the Company for the fiscal year then ended (the “Audited Financial Statements”), (b) the unaudited consolidated balance sheet of the Company as of June 30, 2021, and the related statements of income and cash flows of the Company for the six (6) month period then ended (the “Unaudited Financial Statements”) and (c) the unaudited balance sheet of the Company as of June 30, 2021 (respectively, the “Reference Balance Sheet” and the “Reference Balance Sheet Date”) and the related statements of income and cash flows of the Company for the six-month period then ended (the “Interim Financial Statements” and, collectively with the Audited Financial Statements and Unaudited Financial Statements, the “Financial Statements”). The Financial Statements (i) have been prepared in accordance with GAAP, consistently applied1995, and (ii) the unaudited consolidated and consolidating balance sheets of MBIA Inc. and its subsidiaries as of March 31 and June 30, 1996, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the three months ended March 31, 1996 and the six months ended June 30, 1996. Such financial statements were prepared in accordance with generally accepted accounting principles consistently applied and present fairly in all material respects the consolidated financial position and consolidated results of operations and cash flows of MBIA Inc. and its subsidiaries and the financial position of the Company and the results of operations and cash flows of MBIA at the Company and any of its Subsidiaries (taken as whole) as of the respective dates thereof and for the periods covered thereby subject indicated therein. There has been no material adverse change in the case consolidated financial position or consolidated results of operations or cash flows of MBIA Inc. and its subsidiaries taken as a whole or of MBIA since June 30, 1996. (b) MBIA has heretofore furnished to the Agents its annual statements and its financial statements as filed with the Department for the year ended December 31, 1995 and its quarterly statements and financial statements as filed with the Department for the periods ended March 31, 1996 and June 30, 1996. Such annual and quarterly statements and financial statements were prepared in accordance with the statutory accounting principles set forth in the New York Insurance Law, all of the Reference Balance Sheet to assets described therein were the absence absolute property of footnote disclosures MBIA at the dates set forth therein, free and other presentation items. Except as disclosed in Schedule 3.5, neither the Company nor its Subsidiaries has clear of any Liabilities (whether liens or not required to be reflected in the Financial Statements under GAAP)claims thereon, except for Liabilities that (v) are reflected in or reserved against in as therein stated, and each such Annual Statement is a full and true statement of all the Reference Balance Sheet, (w) have arisen or incurred in the ordinary course of business since the date assets and liabilities and of the Reference Balance Sheet (none of which results from, arises out of, relates to, is in the nature of, or was covered by any breach of contract, breach of warranty, tort, infringement, or violation of Legal Requirement), (x) are reflected in the calculation of the Estimated Working Capital Amount, (y) Liabilities arising pursuant to the terms of any Contract for which the Company or any of its Subsidiaries is a party that have not yet been performed (provided, neither the Company nor any of its Subsidiaries is in breach, violation, or non-compliance with such Contract), and (z) are included in Indebtedness or Transaction Expenses.condition

Financial Statements, etc. 3.5.1. (a) The Company Borrower has made available furnished to the Buyer Lenders and the Administrative Agent complete and correct copies of: of (ai) the audited consolidated balance sheet sheets of the Company Borrower and its consolidated subsidiaries as of December 31, 2019 and December 31, 2020, 2006 and the related audited consolidated statements of income income, shareholders’ equity, and cash flows of the Company Borrower and its consolidated subsidiaries for the fiscal year years then ended ended, accompanied by the report thereon of PricewaterhouseCoopers or another accounting firm of nationally recognized standing that is reasonably acceptable to the Administrative Agent; and (the “Audited Financial Statements”), (bii) the unaudited condensed consolidated balance sheet sheets of the Company Borrower and its consolidated subsidiaries as of March 31, 2007 and June 30, 2021, 2007 and the related condensed consolidated statements of income and of cash flows of the Company Borrower and its consolidated subsidiaries for the six (6) month fiscal period then ended, as included in the Borrower’s Report on Form 10-Q for the fiscal quarter ended (the “Unaudited Financial Statements”) and (c) the unaudited balance sheet of the Company as of June 30, 2021 (respectively2007, the “Reference Balance Sheet” and the “Reference Balance Sheet Date”) and the related statements of income and cash flows of the Company for the six-month period then ended (the “Interim Financial Statements” and, collectively filed with the Audited Financial Statements and Unaudited Financial Statements, the “Financial Statements”)SEC. The Financial Statements (i) All such financial statements have been prepared in accordance with GAAP, consistently appliedapplied (except as stated therein), and (ii) fairly present fairly in all material respects the financial position of the Company and the results of operations of the Company and any of its Subsidiaries (taken as whole) entities described in such financial statements as of the respective dates thereof indicated and the consolidated results of their operations and cash flows for the respective periods covered thereby indicated, subject in the case of the Reference Balance Sheet any such financial statements that are unaudited, to the absence normal audit adjustments, none of footnote disclosures which will involve a Material Adverse Effect. The Borrower and other presentation items. Except as disclosed in Schedule 3.5, neither the Company nor its Subsidiaries has any Liabilities (whether or did not required to be reflected in the Financial Statements under GAAP)have, except for Liabilities that (v) are reflected in or reserved against in the Reference Balance Sheet, (w) have arisen or incurred in the ordinary course as of business since the date of the Reference Balance Sheet (none latest financial statements referred to above, and will not have as of which results fromthe Closing Date after giving effect to the incurrence of Loans hereunder, arises out ofany material or significant contingent liability or liability for taxes, relates to, long-term lease or unusual forward or long-term commitment that is in the nature of, or was covered by any breach of contract, breach of warranty, tort, infringement, or violation of Legal Requirement), (x) are not reflected in the calculation foregoing financial statements or the notes thereto in accordance with GAAP and that in any such case is material in relation to the business, operations, properties, assets, financial or other condition or prospects of the Estimated Working Capital Amount, (y) Liabilities arising pursuant to the terms of any Contract for which the Company Borrower or any of its Subsidiaries is a party that have not yet been performed (provided, neither the Company nor any of its Subsidiaries is in breach, violation, or non-compliance with such Contract), and (z) are included in Indebtedness or Transaction ExpensesSubsidiaries.

Financial Statements, etc. 3.5.1. (a) The Company has made available Borrowers have furnished to the Buyer Lenders and the Administrative Agent complete and correct copies of: of (ai) the audited consolidated balance sheet sheets of the Company Borrowers and their consolidated subsidiaries as of December 31, 2019 and December 31, 2020, 2003 and the related audited consolidated statements of income income, shareholders' equity, and cash flows of the Company Borrower and its consolidated subsidiaries for the fiscal year years then ended ended, accompanied by the report thereon of PricewaterhouseCoopers LLP; and (the “Audited Financial Statements”), (bii) the unaudited consolidated balance sheet sheets of the Company Borrowers and their consolidated subsidiaries as of June September 30, 2021, 2004 and the related consolidated statements of income and of cash flows of the Company Borrowers and their consolidated subsidiaries for the six (6) month fiscal period then ended, as included in the Borrower's Report on Form 10-Q for the fiscal quarter ended (the “Unaudited Financial Statements”) and (c) the unaudited balance sheet of the Company as of June September 30, 2021 (respectively2004, the “Reference Balance Sheet” and the “Reference Balance Sheet Date”) and the related statements of income and cash flows of the Company for the six-month period then ended (the “Interim Financial Statements” and, collectively filed with the Audited Financial Statements and Unaudited Financial Statements, the “Financial Statements”)SEC. The Financial Statements (i) All such financial statements have been prepared in accordance with GAAP, consistently appliedapplied (except as stated therein), and (ii) fairly present fairly in all material respects the financial position of the Company and the results of operations of the Company and any of its Subsidiaries (taken as whole) entities described in such financial statements as of the respective dates thereof indicated and the consolidated results of their operations and cash flows for the respective periods covered thereby indicated, subject in the case of the Reference Balance Sheet any such financial statements that are unaudited, to the absence normal audit adjustments, none of footnote disclosures which will involve a Material Adverse Effect. The Borrowers and other presentation items. Except their Subsidiaries did not have, as disclosed in Schedule 3.5, neither the Company nor its Subsidiaries has any Liabilities (whether or not required to be reflected in the Financial Statements under GAAP), except for Liabilities that (v) are reflected in or reserved against in the Reference Balance Sheet, (w) have arisen or incurred in the ordinary course of business since the date of the Reference Balance Sheet (none latest financial statements referred to above, and will not have as of which results fromthe Closing Date after giving effect to the incurrence of Loans hereunder, arises out ofany material or significant contingent liability or liability for taxes, relates to, long-term lease or unusual forward or long-term commitment that is in the nature of, or was covered by any breach of contract, breach of warranty, tort, infringement, or violation of Legal Requirement), (x) are not reflected in the calculation foregoing financial statements or the notes thereto in accordance with GAAP and that in any such case is material in relation to the business, operations, properties, assets, financial or other condition or prospects of the Estimated Working Capital Amount, (y) Liabilities arising pursuant to the terms of any Contract for which the Company Borrowers or any of its Subsidiaries is a party that have not yet been performed (provided, neither the Company nor any of its Subsidiaries is in breach, violation, or non-compliance with such Contract), and (z) are included in Indebtedness or Transaction Expensestheir Subsidiaries.

Financial Statements, etc. 3.5.1. (a) The Company Borrower has made available furnished to the Buyer Lender complete and correct copies of: of (ai) the audited consolidated balance sheet sheets of the Company Borrower and its consolidated subsidiaries as of December 31the end of its fiscal years ended on or nearest to September 30, 2019 1997 and December 31September 30, 20201998, and the related audited consolidated statements of income, stockholders' equity, and cash flows for the fiscal years then ended, accompanied by the unqualified report thereon of the Borrower's independent accountants; and (ii) the unaudited condensed consolidated balance sheets of the Borrower and its consolidated subsidiaries as of June 25, 1999, and the related unaudited condensed consolidated statements of income and of cash flows of the Company Borrower and its consolidated subsidiaries for the fiscal year quarter or quarters then ended (ended, as contained in the “Audited Financial Statements”), (b) the unaudited consolidated balance sheet Form 10-Q Quarterly Report of the Company as of June 30, 2021, and the related statements of income and cash flows of the Company for the six (6) month period then ended (the “Unaudited Financial Statements”) and (c) the unaudited balance sheet of the Company as of June 30, 2021 (respectively, the “Reference Balance Sheet” and the “Reference Balance Sheet Date”) and the related statements of income and cash flows of the Company for the six-month period then ended (the “Interim Financial Statements” and, collectively Borrower filed with the Audited Financial Statements and Unaudited Financial Statements, the “Financial Statements”)SEC for such fiscal quarter. The Financial Statements (i) All such financial statements have been prepared in accordance with GAAP, consistently appliedapplied (except as stated therein), and (ii) fairly present fairly in all material respects the financial position of the Company Borrower and the results of operations of the Company and any of its Subsidiaries (taken as whole) consolidated subsidiaries as of the respective dates thereof indicated and the consolidated results of their operations and cash flows for the respective periods covered thereby indicated, subject in the case of the Reference Balance Sheet any such financial statements which are unaudited, to the absence normal audit adjustments, none of footnote disclosures which will involve a Material Adverse Effect. The Borrower and other presentation items. Except as disclosed in Schedule 3.5, neither the Company nor its Subsidiaries has any Liabilities (whether or did not required to be reflected in the Financial Statements under GAAP)have, except for Liabilities that (v) are reflected in or reserved against in the Reference Balance Sheet, (w) have arisen or incurred in the ordinary course as of business since the date of the Reference Balance Sheet (none latest financial statements referred to above, and will not have as of which results fromthe Closing Date after giving effect to the incurrence of the Loan hereunder, arises out of, relates to, is in the nature ofany material or significant contingent liability, or was covered by any breach of contractliability for taxes, breach of warrantylong-term lease or unusual forward or long-term commitment, tort, infringement, or violation of Legal Requirement), (x) are that is not reflected in the calculation foregoing financial statements or the notes thereto in accordance with GAAP and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Estimated Working Capital AmountBorrower and its Subsidiaries, (y) Liabilities arising pursuant to except for the terms commitments and other obligations and liabilities incurred in connection with the sale of any Contract for which the Company or any of its Subsidiaries is a party that have not yet been performed (providedLing Electronics, neither the Company nor any of its Subsidiaries is Inc. and Ling Electronics, Ltd. in breach, violation, or non-compliance with such Contract)October 1999, and the investment and other commitments made with Satcon Technology Corporation in October 1999, all as previously publicly announced and described in a Form 8-K Current Report with respect thereto filed by the Borrower with the SEC (z) are included in Indebtedness or Transaction Expensesthe"October 1999 Form 8-K").

Financial Statements, etc. 3.5.1. (a) The Company has made available Borrowers have furnished to the Buyer Lenders and the Administrative Agent complete and correct copies of: of (ai) the audited consolidated balance sheet sheets of the Company Borrowers and their consolidated subsidiaries as of December 31, 2019 and December 31, 2020, 2004 and the related audited consolidated statements of income income, shareholders’ equity, and cash flows of the Company Borrower and its consolidated subsidiaries for the fiscal year years then ended ended, accompanied by the report thereon of PricewaterhouseCoopers LLP; and (the “Audited Financial Statements”), (bii) the unaudited consolidated balance sheet sheets of the Company Borrowers and their consolidated subsidiaries as of June 30, 2021, 2005 and the related consolidated statements of income and of cash flows of the Company Borrowers and their consolidated subsidiaries for the six (6) month fiscal period then ended, as included in the Borrower’s Report on Form 10-Q for the fiscal quarter ended (the “Unaudited Financial Statements”) and (c) the unaudited balance sheet of the Company as of June 30, 2021 (respectively2005, the “Reference Balance Sheet” and the “Reference Balance Sheet Date”) and the related statements of income and cash flows of the Company for the six-month period then ended (the “Interim Financial Statements” and, collectively filed with the Audited Financial Statements and Unaudited Financial Statements, the “Financial Statements”)SEC. The Financial Statements (i) All such financial statements have been prepared in accordance with GAAP, consistently appliedapplied (except as stated therein), and (ii) fairly present fairly in all material respects the financial position of the Company and the results of operations of the Company and any of its Subsidiaries (taken as whole) entities described in such financial statements as of the respective dates thereof indicated and the consolidated results of their operations and cash flows for the respective periods covered thereby indicated, subject in the case of the Reference Balance Sheet any such financial statements that are unaudited, to the absence normal audit adjustments, none of footnote disclosures which will involve a Material Adverse Effect. The Borrowers and other presentation items. Except their Subsidiaries did not have, as disclosed in Schedule 3.5, neither the Company nor its Subsidiaries has any Liabilities (whether or not required to be reflected in the Financial Statements under GAAP), except for Liabilities that (v) are reflected in or reserved against in the Reference Balance Sheet, (w) have arisen or incurred in the ordinary course of business since the date of the Reference Balance Sheet (none latest financial statements referred to above, and will not have as of which results fromthe Closing Date after giving effect to the incurrence of the Term Loan hereunder, arises out ofany material or significant contingent liability or liability for taxes, relates to, long-term lease or unusual forward or long-term commitment that is in the nature of, or was covered by any breach of contract, breach of warranty, tort, infringement, or violation of Legal Requirement), (x) are not reflected in the calculation foregoing financial statements or the notes thereto in accordance with GAAP and that in any such case is material in relation to the business, operations, properties, assets, financial or other condition or prospects of the Estimated Working Capital Amount, (y) Liabilities arising pursuant to the terms of any Contract for which the Company Borrowers or any of its Subsidiaries is a party that have not yet been performed (provided, neither the Company nor any of its Subsidiaries is in breach, violation, or non-compliance with such Contract), and (z) are included in Indebtedness or Transaction Expensestheir Subsidiaries.

Financial Statements, etc. 3.5.1. (a) The Company Borrower has made available furnished to the Buyer Lender complete and correct copies of: of (ai) the audited consolidated balance sheet sheets of the Company Borrower and its consolidated subsidiaries as of the end of its fiscal years ended on or nearest to September 30, 1998 and September 30, 1999, and the related audited consolidated statements of income, stockholders' equity, and cash flows for the fiscal years then ended, accompanied by the unqualified report thereon of the Borrower's independent accountants; and (ii) the unaudited condensed consolidated balance sheets of the Borrower and its consolidated subsidiaries as of December 31, 2019 and December 31, 20201999, and the related unaudited condensed consolidated statements of income and of cash flows of the Company Borrower and its consolidated subsidiaries for the fiscal year quarter or quarters then ended (ended, as contained in the “Audited Financial Statements”), (b) the unaudited consolidated balance sheet Form 10-Q Quarterly Report of the Company as of June 30, 2021, and the related statements of income and cash flows of the Company for the six (6) month period then ended (the “Unaudited Financial Statements”) and (c) the unaudited balance sheet of the Company as of June 30, 2021 (respectively, the “Reference Balance Sheet” and the “Reference Balance Sheet Date”) and the related statements of income and cash flows of the Company for the six-month period then ended (the “Interim Financial Statements” and, collectively Borrower filed with the Audited Financial Statements and Unaudited Financial Statements, the “Financial Statements”)SEC for such fiscal quarter. The Financial Statements (i) All such financial statements have been prepared in accordance with GAAP, consistently appliedapplied (except as stated therein), and (ii) fairly present fairly in all material respects the financial position of the Company Borrower and the results of operations of the Company and any of its Subsidiaries (taken as whole) consolidated subsidiaries as of the respective dates thereof indicated and the consolidated results of their operations and cash flows for the respective periods covered thereby indicated, subject in the case of the Reference Balance Sheet any such financial statements which are unaudited, to the absence normal audit adjustments, none of footnote disclosures which will involve a Material Adverse Effect. The Borrower and other presentation items. Except as disclosed in Schedule 3.5, neither the Company nor its Subsidiaries has any Liabilities (whether or did not required to be reflected in the Financial Statements under GAAP)have, except for Liabilities that (v) are reflected in or reserved against in the Reference Balance Sheet, (w) have arisen or incurred in the ordinary course as of business since the date of the Reference Balance Sheet (none latest financial statements referred to above, and will not have as of which results fromthe Closing Date after giving effect to the incurrence of the Loans hereunder, arises out of, relates to, is in the nature ofany material or significant contingent liability, or was covered by any breach of contractliability for taxes, breach of warrantylong-term lease or unusual forward or long-term commitment, tort, infringement, or violation of Legal Requirement), (x) are that is not reflected in the calculation foregoing financial statements or the notes thereto in accordance with GAAP and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Estimated Working Capital AmountBorrower and its Subsidiaries, (y) Liabilities arising pursuant to except for the terms commitments and other obligations and liabilities incurred in connection with the sale of any Contract for which the Company or any of its Subsidiaries is a party that have not yet been performed (providedLing Electronics, neither the Company nor any of its Subsidiaries is Inc. and Ling Electronics, Ltd. in breach, violation, or non-compliance with such Contract)October 1999, and the investment and other commitments made with Satcon Technology Corporation in October 1999, all as previously publicly announced and described in a Form 8-K Current Report with respect thereto filed by the Borrower with the SEC (z) are included in Indebtedness or Transaction Expensesthe "October 1999 Form 8-K").

Financial Statements, etc. 3.5.1. The Company has made available Prior to the Buyer copies of: Closing Date, the Agent shall have received (ai) audited financial statements including a balance sheet and statements of income and cash flow of Borrower and its Subsidiaries for the period from the commencement of operations to December 31, 1996 and unaudited financial statements of the Borrower and its Subsidiaries for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997, (ii) audited financial statements of each of the Predecessor Companies for the last two full fiscal years preceding December 31, 1996 (one year for Kotchammer Investments, Inc.), (iii) reviewed financial statements of ABBA for its fiscal years ended September 30, 1994 and 1995 and December 31, 1996 and unaudited financials for the three months ended March 31, 1997, (iv) audited consolidated balance sheet sheets of the Company Inverness as of December 31, 2019 1995 and December 31, 20201996, and the related consolidated statements of income operations, stockholder's equity and cash flows of Inverness for the Company years ended December 31, 1994, December 31, 1995 and December 31, 1996 and unaudited financials for the nine months ended September 30, 1997 and (v) the estimated PRO FORMA opening balance sheet, reviewed by a "Big Six" accounting firm, of the Borrower as of September 30, 1997, after giving effect to the Transaction and the Borrowings under this Agreement. The Borrower shall have delivered to the Agent consolidating financial projections (including quarterly financial projections for the fiscal year then ended (1998) which give effect to the “Audited Financial Statements”)Transaction and the Borrowings under this Agreement, (b) accompanied by a statement by the unaudited consolidated balance sheet Borrower that such projections are based on assumptions believed by it in good faith to be reasonable as to the future financial performance of the Company as of June 30Borrower, 2021, and the related statements of income and cash flows of the Company for the six (6) month period then ended (the “Unaudited Financial Statements”) and (c) the unaudited balance sheet of the Company as of June 30, 2021 (respectively, the “Reference Balance Sheet” and the “Reference Balance Sheet Date”) and the related statements of income and cash flows of the Company for the six-month period then ended (the “Interim Financial Statements” and, collectively with the Audited Financial Statements and Unaudited Financial Statements, the “Financial Statements”). The Financial Statements (i) have been prepared in accordance with GAAP, consistently applied, and (ii) present fairly in all material respects the financial position of the Company and the results of operations of the Company and any of its Subsidiaries (taken as whole) as of the respective dates thereof and for the periods covered thereby subject in the case of the Reference Balance Sheet reasonably satisfactory to the absence of footnote disclosures and other presentation items. Except as disclosed in Schedule 3.5, neither the Company nor its Subsidiaries has any Liabilities (whether or not required to be reflected in the Financial Statements under GAAP), except for Liabilities that (v) are reflected in or reserved against in the Reference Balance Sheet, (w) have arisen or incurred in the ordinary course of business since the date of the Reference Balance Sheet (none of which results from, arises out of, relates to, is in the nature of, or was covered by any breach of contract, breach of warranty, tort, infringement, or violation of Legal Requirement), (x) are reflected in the calculation of the Estimated Working Capital Amount, (y) Liabilities arising pursuant to the terms of any Contract for which the Company or any of its Subsidiaries is a party that have not yet been performed (provided, neither the Company nor any of its Subsidiaries is in breach, violation, or non-compliance with such Contract), and (z) are included in Indebtedness or Transaction ExpensesAgent.

Financial Statements, etc. 3.5.1. The Company has made available to On or before the Buyer copies ofClosing Date, the Agents shall have received: (ai) unaudited summary financial data of Holdings and its Subsidiaries for the audited consolidated balance sheet of the Company as of twelve-month periods ended on or about December 31, 2019 and 1992 through December 31, 20201995, inclusive, (which financial statements shall not have been modified since their receipt by the Administrative Agent); (ii) audited consolidated financial statements of Holdings and its Subsidiaries for Holdings' fiscal year ended on or about June 30, 1996; (iii) a financial and accounting report prepared by Xxxxxx Xxxxxxxx relating to Holdings financial reporting and systems; (iv) unaudited income statements, cash flows and balance sheets for Holdings and its Subsidiaries for the period July 1, 1996 through October 31, 1996; (v) unaudited financial statements, cash flows and balance sheets of Target for the fiscal years ended June 30, 1994 and June 30, 1995; (vi) audited financial statements of Target for its fiscal year ended June 30, 1996; (vii) a pro forma balance sheet for Holdings and its Subsidiaries, as of the Closing Date after giving effect to the LS Purchase and the related Initial Loans; and (vii) a revised annual plan, giving effect to the LS Purchase, (by month for the calendar year commencing on or about January 1, 1997) for each of Holdings' and its Subsidiaries' five calendar years commencing on or about January 1, 1997, in each case, accompanied by a statement by Holdings that such projections are based on estimates and assumptions believed by Holdings in good faith to be reasonable in light of the conditions which existed at the time of their preparation as to the future financial performance of Holdings, each in form, scope and substance satisfactory to the Administrative Agent, prepared in accordance with Holdings' normal accounting procedures applied on a consistent basis, including (A) forecasted balance sheets and statements of income operations, stockholders' equity and cash flows of the Company Holdings and its Subsidiaries for the fiscal year then ended (the “Audited Financial Statements”)such periods, (bB) the unaudited consolidated balance sheet amount of forecasted capital expenditures (including the Company as amount of June 30such costs to be capitalized, 2021, and the related statements of income and cash flows of the Company if any) for the six (6) month period then ended (the “Unaudited Financial Statements”) and (c) the unaudited balance sheet of the Company as of June 30, 2021 (respectively, the “Reference Balance Sheet” and the “Reference Balance Sheet Date”) and the related statements of income and cash flows of the Company for the six-month period then ended (the “Interim Financial Statements” and, collectively with the Audited Financial Statements and Unaudited Financial Statements, the “Financial Statements”). The Financial Statements (i) have been prepared in accordance with GAAP, consistently appliedsuch periods, and (iiC) present fairly in all material respects the financial position Holdings and its Subsidiaries' forecasted compliance with Sections 7.01 through 7.05. Each of the Company and items delivered pursuant to this Section 4.01(j), which are attached as Schedule 4.01(j), shall be satisfactory to the results of operations Agents in their reasonable discretion. Since the time of the Company and preparation of such financial projections, no fact or facts have come to the attention of any Credit Party to cause such Person to believe that any of its Subsidiaries (taken as whole) as of the respective dates thereof estimates and for the periods covered thereby subject in the case of the Reference Balance Sheet to the absence of footnote disclosures and other presentation items. Except as disclosed in Schedule 3.5, neither the Company nor its Subsidiaries has any Liabilities (whether or assumptions on which such projections are based are not required to be reflected in the Financial Statements under GAAP), except for Liabilities that (v) are reflected in or reserved against in the Reference Balance Sheet, (w) have arisen or incurred in the ordinary course of business since the date of the Reference Balance Sheet (none of which results from, arises out of, relates to, is in the nature of, or was covered by any breach of contract, breach of warranty, tort, infringement, or violation of Legal Requirement), (x) are reflected in the calculation of the Estimated Working Capital Amount, (y) Liabilities arising pursuant to the terms of any Contract for which the Company or any of its Subsidiaries is a party that have not yet been performed (provided, neither the Company nor any of its Subsidiaries is in breach, violation, or non-compliance with such Contract), and (z) are included in Indebtedness or Transaction Expensesreasonable.

Financial Statements, etc. 3.5.1. The Company has made available Borrower will furnish to each of ------------------------- the Buyer copies ofLenders: within forty-five (a45) days after the audited end of each quarter of the Borrower (other than the fourth quarter), the unaudited consolidated balance sheet as of the Company as end of December 31, 2019 and December 31, 2020, such period and the related consolidated statements of income operations and cash flows of the Company Borrower and its Subsidiaries as of and for the fiscal year then three-month period and the year-to-date period ended (on the “Audited Financial Statements”)last day of such quarter, (b) the unaudited consolidated balance sheet accompanied by a certificate of a Responsible Officer of the Company Borrower to the effect that such financial statements fairly present the consolidated financial condition of the Borrower and its Subsidiaries as of June 30, 2021the end of such quarter, and the related statements consolidated results of income and cash flows their operations for such quarter, in each case in accordance with GAAP (except for the absence of footnotes) consistently applied (subject to normal year-end audit adjustments); within forty-five (45) days after the end of the Company for second financial quarter of the six (6) month period then ended (the “Unaudited Financial Statements”) and (c) Borrower, the unaudited consolidating balance sheet (which may be grouped by geographic region) as of the Company as end of June 30, 2021 (respectively, the “Reference Balance Sheet” and the “Reference Balance Sheet Date”) such period and the related statements unaudited consolidating statement of income and cash flows of the Company operations (which may be grouped by geographic region) for the six-month period ended on the last day of such quarter, accompanied by a certificate of a Responsible Officer of the Borrower to the effect that such financial statements fairly present the consolidated financial condition of the Borrower and its Subsidiaries as of the end of such period, and the consolidated results of their operations for such period, in each case in accordance with GAAP (except for the absence of footnotes) consistently applied (subject to normal year-end audit adjustments); within one hundred twenty (120) days after the last day of each year of the Borrower, the audited consolidated balance sheet and income statement and statement of cash flows of the Borrower and its Subsidiaries as of and for the year then ended (ended, audited by the “Interim Financial Statements” and, collectively Accountants without any material qualifications together with the Audited Financial Statements unaudited consolidating balance sheet and Unaudited Financial Statementsstatement of operations of the Borrower and its Subsidiaries as of and for the year then ended, together with a certificate (which may be included as part of a Compliance Certificate) of a Responsible Officer of the “Financial Statements”). The Financial Statements (i) have been prepared Borrower to the effect that such financial statements fairly present the consolidated financial condition of the Borrower and its Subsidiaries as of the end of such year and the consolidated results of their operations for such year, in each case in accordance with GAAP, consistently applied, and (ii) present fairly in all material respects . at the financial position time of the Company and the results of operations delivery of the Company quarterly, six-month and any of its Subsidiaries (taken as whole) as of the respective dates thereof and for the periods covered thereby subject in the case of the Reference Balance Sheet to the absence of footnote disclosures and other presentation items. Except as disclosed in Schedule 3.5, neither the Company nor its Subsidiaries has any Liabilities (whether or not yearly financial statements required to be reflected in the Financial Statements under GAAP), except for Liabilities that (v) are reflected in or reserved against in the Reference Balance Sheet, (w) have arisen or incurred in the ordinary course of business since the date of the Reference Balance Sheet (none of which results from, arises out of, relates to, is in the nature of, or was covered by any breach of contract, breach of warranty, tort, infringement, or violation of Legal RequirementSections 8.5(a), (xb) are reflected and (c) above, a Compliance Certificate signed by a Responsible Officer of the Borrower in the calculation form attached to this Agreement as Exhibit F, appropriately completed; --------- copies of any management letter provided by the Accountants and addressed to the Board of Directors of the Estimated Working Capital Amount, (y) Liabilities arising pursuant Borrower or to the terms Audit Committee of the Board of Directors of the Borrower; promptly upon becoming aware of any Contract for which litigation or other proceeding against the Company Borrower or any of its Subsidiaries is that could reasonably be expected to have a party that have not yet been performed (providedMaterial Adverse Effect, neither notice thereof; promptly following the Company nor any request of the Majority Lenders, such further information concerning the business, affairs and financial condition or operations of the Borrower and its Subsidiaries is as the Agent may reasonably request; promptly upon the mailing thereof to the shareholders of the Borrower generally, copies of all financial statements, reports, proxy statements and other materials; and promptly upon the filing thereof by the Borrower with the SEC (and in breach, violation, or non-compliance with any event within ten (10) days of such Contractfiling), copies of any registration statements (on SEC Form X-0, X-0 or any other form) and reports on Forms 10-K, 10-Q and 8-K (z) are included in Indebtedness or Transaction Expensestheir equivalents if such forms no longer exist).

Financial Statements, etc. 3.5.1. The Company has made available to the Buyer Attached hereto as EXHIBIT 3.1.6 are true and complete copies of: (a) the of Alumar's audited consolidated balance sheet of the Company as of December March 31, 2019 and December 31, 20201995, and the related statements statement of income and retained earnings, and statement of cash flows for the year ended March 31, 1995, on a consolidated basis, together with the report of Xxxxxxxxxx, Melvoin and Xxxxxxx LLP thereon (the "AUDITED FINANCIAL STATEMENTS"). The Shareholders shall cause Alumar and the Subsidiaries to provide to Purchaser, within fifteen (15) days after the end of each calendar month after the execution of this Agreement and through and including the Closing Date, true and complete copies of Alumar's unaudited balance sheet as of the Company for the fiscal year then ended (the “Audited Financial Statements”), (b) the unaudited consolidated balance sheet end of the Company as of June 30, 2021, preceding month and the related statements statement of income and retained earnings and statement of cash flows for the preceding month, each on a consolidated basis (the "INTERIM FINANCIAL STATEMENTS") (the Interim Financial Statements and the Audited Financial Statements are, from time to time, collectively referred to herein as the "FINANCIAL STATEMENTS"). The Audited Financial Statements are complete, have been prepared in all material respects in accordance with generally accepted accounting principles consistently applied (except as disclosed on EXHIBIT 3.1.6), and fairly present the financial condition of Alumar on a consolidated basis as of the Company for the six (6) month period then ended (the “Unaudited Financial Statements”) and (c) the unaudited balance sheet of the Company as of June 30, 2021 (respectively, the “Reference Balance Sheet” and the “Reference Balance Sheet Date”) and the related statements of income and cash flows of the Company for the six-month period then ended (the “date thereof. The Interim Financial Statements” and, collectively Statements will be prepared in a manner consistent with the Audited Financial Statements and Unaudited Financial Statements, except for year-end adjustments and the “Financial Statements”)utilization of the first-in, first-out (FIFO) basis of inventory accounting, and will not contain or fail to contain anything which causes them to be materially misleading. The Financial Statements (i) have been prepared in accordance with GAAP, consistently applied, and (ii) present fairly in all material respects the financial position of the Company and the results of operations of the Company and any of its Subsidiaries (taken as whole) as of the respective dates thereof and for the periods covered thereby subject in the case of the Reference Balance Sheet to the absence of footnote disclosures trade accounts and other presentation items. Except as disclosed in Schedule 3.5, neither receivables of Alumar or the Company nor its Subsidiaries has any Liabilities (whether or not required to be reflected in which are classified on the Financial Statements under GAAP)as current assets are bona fide receivables, except for Liabilities that (v) are reflected in or reserved against in the Reference Balance Sheet, (w) have arisen or incurred arose in the ordinary course of business since business, and, subject to any reserve for doubtful accounts, are not subject to offset or deduction, and are collectible in full within 120 days. Alumar and the date of the Reference Balance Sheet Subsidiaries (none of which results from, arises out of, relates to, is in the nature of, on a consolidated basis) have no material liabilities or was covered by any breach of contract, breach of warranty, tort, infringement, or violation of Legal Requirement), (x) are reflected in the calculation of the Estimated Working Capital Amount, (y) Liabilities arising pursuant to the terms obligations of any Contract for which the Company nature, whether absolute, contingent, accrued or any of its Subsidiaries is a party that have not yet been performed (provided, neither the Company nor any of its Subsidiaries is in breach, violation, or non-compliance with such Contract)otherwise, and (z) are included in Indebtedness whether due or Transaction Expenses.to become due, except:

Financial Statements, etc. 3.5.1. The Company has made available Prior to the Buyer copies of: Closing Date, the ------------------------- Agent shall have received (aA) audited financial statements including a balance sheet and statements of income and shareholders' equity and cash flows of Holdings and its consolidated Subsidiaries for the fiscal period ended December 31, 1996, which audited financial state- ments shall reflect no material changes from the unaudited financial statements previously delivered to the Agent and (B) financial statements including a balance sheet and statements of income and shareholders' equity and cash flows of Holdings and its consolidated Subsidiaries for each of the four annual periods immediately prior to December 31, 1996. Holdings shall have delivered to the Agent pro forma financial statements for --- ----- Holdings and its consolidated Subsidiaries reflecting the financial condition, income and expenses of Holdings and its consolidated Subsidiaries (including tax assumptions) for the fiscal period ended December 31, 1996, after giving effect to the Recapitalization, and interim financial statements for Holdings and its consolidated Subsidiaries through August 31, 1997; provided that with respect to the pro forma estimated -------- --------- opening balance sheet of the Company Holdings as of December 31, 2019 and 1996, the Agent shall have received a copy of the comfort letters delivered by Deloitte & Touche LLP in connection with the Offering. Holdings shall have delivered to the Agent financial projections with respect to Holdings for the fiscal years ending December 31, 20201997 through December 31, 2002, inclusive, accompanied by a statement by Holdings that such projections are based on estimates and the related statements of income and cash flows assumptions believed by Holdings in good faith to be reasonable in light of the Company conditions which existed at the time of their preparation as to the future financial performance of Holdings, reasonably satisfactory to the Agent; provided, however, that in addition to the financial projections -------- ------- referred to above, Holdings shall also have delivered to the Agent financial projections (i) on a monthly basis for each of the monthly periods from the Closing Date through December 31, 1997 and (ii) on a quarterly basis for each of the quarterly periods for the fiscal year then ended (ending December 31, 1998. Since the “Audited Financial Statements”), (b) the unaudited consolidated balance sheet time of the Company as preparation of June 30such financial projections, 2021, and no fact or facts have come to the related statements attention of income and cash flows Holdings or the Borrower to cause Holdings or the Borrower to believe that any of the Company for the six (6) month period then ended (the “Unaudited Financial Statements”) estimates and (c) the unaudited balance sheet of the Company as of June 30, 2021 (respectively, the “Reference Balance Sheet” and the “Reference Balance Sheet Date”) and the related statements of income and cash flows of the Company for the six-month period then ended (the “Interim Financial Statements” and, collectively with the Audited Financial Statements and Unaudited Financial Statements, the “Financial Statements”). The Financial Statements (i) have been prepared in accordance with GAAP, consistently applied, and (ii) present fairly in all material respects the financial position of the Company and the results of operations of the Company and any of its Subsidiaries (taken as whole) as of the respective dates thereof and for the periods covered thereby subject in the case of the Reference Balance Sheet to the absence of footnote disclosures and other presentation items. Except as disclosed in Schedule 3.5, neither the Company nor its Subsidiaries has any Liabilities (whether or assumptions on which such projections are based are not required to be reflected in the Financial Statements under GAAP), except for Liabilities that (v) are reflected in or reserved against in the Reference Balance Sheet, (w) have arisen or incurred in the ordinary course of business since the date of the Reference Balance Sheet (none of which results from, arises out of, relates to, is in the nature of, or was covered by any breach of contract, breach of warranty, tort, infringement, or violation of Legal Requirement), (x) are reflected in the calculation of the Estimated Working Capital Amount, (y) Liabilities arising pursuant to the terms of any Contract for which the Company or any of its Subsidiaries is a party that have not yet been performed (provided, neither the Company nor any of its Subsidiaries is in breach, violation, or non-compliance with such Contract), and (z) are included in Indebtedness or Transaction Expensesreasonable.

Financial Statements, etc. 3.5.1. The Company has made available to the Buyer copies of: (a) the audited consolidated balance sheet financial statements of the Company as of December 31Company, 2019 together with the related schedules and December 31notes thereto, 2020set forth or incorporated in the Registration Statement, the Pricing Disclosure Package and the related statements of income and cash flows of the Company for the fiscal year then ended (the “Audited Financial Statements”)Prospectus, (b) the unaudited consolidated balance sheet of the Company as of June 30, 2021, and the related statements of income and cash flows of the Company for the six (6) month period then ended (the “Unaudited Financial Statements”) and (c) the unaudited balance sheet of the Company as of June 30, 2021 (respectively, the “Reference Balance Sheet” and the “Reference Balance Sheet Date”) and the related statements of income and cash flows of the Company for the six-month period then ended (the “Interim Financial Statements” and, collectively with the Audited Financial Statements and Unaudited Financial Statements, the “Financial Statements”). The Financial Statements (i) have been prepared in accordance with GAAP, consistently applied, and (ii) present fairly comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly (i) the financial position of the Company and the results of operations of the Company and any of its Subsidiaries (taken as whole) consolidated subsidiaries as of the respective dates thereof indicated and (ii) the consolidated results of operations, stockholders’ equity and changes in cash flows of the Company and its consolidated subsidiaries for the periods covered thereby therein specified; and such financial statements and related notes thereto have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the case aggregate and do not contain all footnotes required by GAAP). The historical consolidated financial statements of (i) TNS, Inc. (“TNS”), (ii) ADEX Corporation and its subsidiary and affiliated company (“ADEX”), (iii) Tropical Communications, Inc. (“Tropical Communications”), (iv) Rxxxx Xxxxxxxx Engineering, LLC (“Rxxxx Xxxxxxxx”), (v) Telco Professional Services and Handset Testing Divisions (“Telco”), (vi) Integration Partners Corporation (“Integration Partners”), (vii) AW Solutions, Inc. (“AW Solutions” and together with TNS, ADEX, Tropical Communications, Rxxxx Xxxxxxxx, Telco and Integration Partners, the “Targets”), together with the related schedules and notes thereto set forth or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, comply in all material respects with the applicable requirements of the Reference Balance Sheet Securities Act and the Exchange Act, as applicable, and present fairly (i) the financial position and results of operations of the Targets as of the dates indicated and (ii) the consolidated results of operations, stockholders’ equity and changes in cash flows of the Targets for the periods therein specified; and such financial statements and related notes thereto have been prepared in conformity with GAAP (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the absence of footnote disclosures aggregate and do not contain all footnotes required by GAAP). There are no other presentation items. Except as disclosed in Schedule 3.5, neither the Company nor its Subsidiaries has any Liabilities financial statements (whether historical or not pro forma) that are required to be reflected included or incorporated by reference in the Financial Statements under GAAPRegistration Statement, the Pricing Disclosure Package or the Prospectus; and the Company does not have any material obligations, direct or contingent (including any off-balance sheet obligations), except for Liabilities that (v) are reflected in or reserved against not disclosed in the Reference Balance SheetRegistration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (w) have arisen or incurred in as such term is defined by the ordinary course of business since the date rules and regulations of the Reference Balance Sheet (none of which results from, arises out of, relates to, is in the nature of, or was covered by any breach of contract, breach of warranty, tort, infringement, or violation of Legal Requirement), (xCommission) are reflected in the calculation that do not comply with Regulation G of the Estimated Working Capital AmountExchange Act and Item 10(e) of Regulation S-K under the Securities Act, (y) Liabilities arising pursuant to the terms of any Contract for which the Company or any of its Subsidiaries is a party that have not yet been performed (provided, neither the Company nor any of its Subsidiaries is in breach, violation, or non-compliance with such Contract)extent applicable, and (z) are included in Indebtedness or Transaction Expensespresent fairly the information shown therein and the Company’s basis for using such measures.

Financial Statements, etc. 3.5.1. The Prior to Closing, the Company has made available will furnish to the Buyer copies ofParent: (ai) the audited consolidated balance sheet sheets of the Workforce Company as of December 31, 2019 1996 and December 31, 20201995, and the related statements of income operations, stockholders' equity and cash flows for each of the two years ended December 31, 1996 and 1995, certified by Henrx Xxxxxxxxx, xxe independent certified public accountants retained by the Company for the fiscal year then ended (the “Audited Financial Statements”)such years, (b) the unaudited consolidated balance sheet of the Company as of June 30, 2021, and the related statements of income and cash flows of the Company for the six (6) month period then ended (the “Unaudited Financial Statements”) and (cii) the unaudited balance sheet of the Workforce Company as of June 30, 2021 (respectively1997, the “Reference Balance Sheet” and the “Reference Balance Sheet Date”) and the related statements of income operations and cash flows for the six months then ended, certified by the principal financial officer of the Company Company, and (iii) the unaudited statement of revenues for the six-month period then two months ended (August 31, 1997, certified by the “Interim Financial Statements” and, collectively with principal financial officer of the Audited Financial Statements and Unaudited Financial Statements, the “Financial Statements”)Workforce Company. The foregoing financial statements shall be collectively referred to as the "FINANCIAL STATEMENTS." All such Financial Statements (iincluding any related schedules and/or notes, if any) have been prepared in accordance with GAAPGAAP consistently applied and consistent with prior periods, consistently applied, except that such interim statements are subject to year end adjustments (which consist of normal recurring accruals) and (ii) do not contain certain footnote disclosures. Such balance sheets fairly present fairly in all material respects the financial position of the Workforce Company as of their respective dates, and such statements of operations, stockholders' equity and cash flows fairly present in all material respects the results of operations of the Workforce Company and any of its Subsidiaries (taken as whole) as of for the respective dates thereof and for the periods covered thereby subject then ended, subject, in the case of the Reference Balance Sheet unaudited financial statements, to normal year-end adjustments and the absence of certain footnote disclosures and other presentation itemsdisclosures. Except as disclosed in Schedule 3.5and to the extent (i) reflected on the audited balance sheet of the Workforce Company as of December 31, neither the Company nor its Subsidiaries has any Liabilities (whether or not required 1996 referred to be reflected in the Financial Statements under GAAP), except for Liabilities that (v) are reflected in or reserved against in the Reference Balance Sheetabove, (wii) have arisen or incurred since December 31, 1996 in the ordinary course of business since the date of the Reference Balance Sheet (none of which results from, arises out of, relates to, is in the nature of, or was covered by any breach of contract, breach of warranty, tort, infringement, or violation of Legal Requirement)consistent with past practice, (xiii) are reflected in the calculation unaudited balance sheet of the Estimated Working Capital AmountWorkforce Company as of August 31, 1997, or (yiv) Liabilities arising pursuant to set forth on Schedule 3.01(g) hereto, the terms Workforce Company does not have any liabilities or obligations of any Contract for which the Company kind or any of its Subsidiaries is nature, whether known or unknown or secured or unsecured (whether absolute, accrued, contingent or otherwise, and whether due or to become due) that would be required to be reflected on a party that have not yet been performed (provided, neither the Company nor any of its Subsidiaries is in breach, violationbalance sheet, or non-compliance the notes thereto, prepared in accordance with such Contract)GAAP. Since December 31, and (z) are included in Indebtedness or Transaction Expenses1996, the Workforce Company has not suffered any Company Material Adverse Effect.