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

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated balance sheets, including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotes.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Copies of the (i) the audited consolidated balance sheets, including sheets of the consolidated schedules of investments, of ECG Company and Subsidiaries as of at December 31, 20192004, December 312005, 2018 and December 31, 2017, 2006 and the related audited consolidated statements of operationsincome, membersstockholders’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, Company and Subsidiaries for the years then ended (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iiiii) the unaudited consolidated balance sheetsheets of the Company and its Subsidiaries as at February 28, including the consolidated schedule of investments, of ECG as of September 30, 2020, 2007 and the related consolidated statements of operations, members’ (deficit) equity income and cash flows follows of ECG, together with all related notes thereto, the Company and its Subsidiaries for the two months then ended (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Stub Period Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have has been prepared in accordance with based on the books and records of the applicable Enhanced EntitiesCompany (except as may be indicated in the notes thereto), (y) have has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly presentpresents, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company as of at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, except as otherwise noted therein (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and subject(C) fairly presents, in all material respects, the case consolidated financial position, results of operations and cash flows of the Interim Financial StatementsCompany as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to normal herein as the “Balance Sheet” and recurring year-end adjustments that will notDecember 31, individually or in 2006 is referred to herein as the aggregate, be material and the absence of footnotes“Balance Sheet Date.”

Financial Statements; No Undisclosed Liabilities. (a) True and complete The Sellers have delivered to Purchaser copies of (iA) the audited consolidated balance sheetsstatement of assets, including liabilities and stockholder’s equity, the consolidated schedules statement of investmentsrevenues and expenses, the consolidate statement of ECG stockholders’ equity, the consolidated statement of cash flows, and the notes to consolidated financial statements of Holding, Xxxxx Operating and Xxxxx Petroleum as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto2006, accompanied by the reports report thereon of ECG’s independent auditorsXxxxx, and Xxxxxx & Co., P.C., Certified Public Accountants (ii“Xxxxx 2006 Financial Statements”), (B) the audited unaudited consolidated balance sheetssheet of Holding, including the schedules of investments, of ECP Xxxxx Operating and Xxxxx Petroleum as of December 31, 20192007, together with the related unaudited consolidated statements of income for the year ended December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors 2007 (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Xxxxx 2007 Financial Statements”), (C) the audited consolidated statement of assets, liabilities and partners’ capital, the consolidated statement of revenues and expenses, the consolidated statement of partners’ capital, the consolidated statement of cash flows, and the notes to consolidated financial statements of Energy and Quail Ranch as of December 31, 2006, accompanied by the report thereon of Xxxxx, Xxxxxx & Co., P.C., Certified Public Accountants (“Other 2006 Financial Statements”), (D) the unaudited balance sheets of Energy and Quail Ranch at December 31, 2007 together with the unaudited statement of income for the year ended December 31, 2007 (the “Other 2007 Financial Statements”), (E) the unaudited balance sheets of Aguasal, Aguasal Management and Aguasal LP as of December 31, 2006, together with the related statements of income for the year ended December 31, 2006, the unaudited balance sheets of Aguasal, Aguasal Management and Aguasal LP as of December 31, 2007, together with the unaudited statements of income for the year ended December 31, 2007 (the “Aguasal Financial Statements”), and (F) the unaudited cash basis consolidated balance sheets of Holding, Xxxxx Operating and Xxxxx Petroleum, Energy, and Quail Ranch, and the unaudited consolidating balance sheets of Aguasal, Aguasal Management and Aguasal LP as of April 30, 2008 (“Interim Balance Sheets”). Items (A) through (F) in this Section 3.1(j) collectively are attached hereto referred to herein as the “Company Financial Statements.” The Company Financial Statements are all prepared on an income tax basis, not GAAP. Except as set forth in Schedule 3.6(a) 3.1(j), as of the Disclosure Schedules. Each date of this Agreement, there is no liability or obligation of any kind, whether accrued, absolute, fixed, contingent or otherwise, of any Company other than (W) liabilities adequately reflected or reserved against in the Interim Balance Sheets, (X) liabilities incurred in the ordinary course of business consistent with past practice since April 30, 2008, (Y) any such liabilities which would not be required to be presented in financial statements or the notes thereto prepared in conformity with financial statements prepared on an income tax basis, in a manner consistent with past practice, in the preparation of the Company Financial Statements and which, individually or in the Interim aggregate would not reasonably be expected to have a material adverse effect on the any Company, or (Z) liabilities otherwise disclosed on Schedule 3.1(j) or expressly permitted by this Agreement. The Company Financial Statements (x) have been Statements, including the notes thereto, were prepared in accordance with the books and records of the applicable Enhanced Entitieson an income tax basis, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in covered thereby and the notes thereto) Xxxxx 2006 Financial Statements and (z) the Other 2006 Financial Statements fairly present, in all material respects, present the consolidated financial position, results of operations and cash flows position of the applicable Enhanced Entities as of Companies covered thereby at the respective dates thereof and the results of the operations of the Companies covered thereby for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesaccordance with income tax basis accounting.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the The audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, membersshareholders’ (deficit) equity equity, and cash flows of ECG, together with all related notes thereto, accompanied by for the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of fiscal year ended December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors 2019 (the foregoing clauses (i) and (ii) collectively referred to as the “Audited Financial Statements”) ), and (iii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September June 30, 2020, and the related unaudited consolidated statements of operations, membersshareholders’ (deficit) equity equity, and cash flows of ECG, together with all related notes thereto, and (iv) for the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September fiscal quarter ended June 30, 2020, and in the related consolidated statements of operationsform attached to the Draft 10-Q (collectively, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been were prepared in accordance with the books and records of the applicable Enhanced EntitiesGAAP, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout for the periods indicated (except as may be indicated in the notes thereto) involved, and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows position of the applicable Enhanced Entities Company and its Subsidiaries as of the respective dates date thereof and the results of their operations for the respective periods indicated thereinperiod then ended. Except as set forth in Section 3.16 of the Debtor Disclosure Schedule, except as otherwise noted therein and subjectthere are no liabilities or obligations of the Debtors of any kind whatsoever, whether accrued, contingent, absolute, determined or determinable, other than (a) liabilities or obligations set forth on the face of the balance sheet included in the case of the Interim Financial Statements, to normal (b) liabilities or obligations which were incurred in the Ordinary Course of Business after June 30, 2020, (c) liabilities or obligations incurred in connection with the Contemplated Transactions, and recurring year-end adjustments that will not(d) liabilities or obligations that, individually or in the aggregate, be are not material and to the absence of footnotesDebtors, taken as a whole.

Financial Statements; No Undisclosed Liabilities. (a) True Section 3.05 of the Disclosure Letter sets forth true and complete copies of the following financial statements: (i) the audited consolidated combined balance sheetssheets of the Regional Sports Networks and Related Businesses (such entities and businesses, including collectively, the consolidated schedules “Audited Entities”) as of investmentsJune 30, 2018 (the “2018 Balance Sheet”) and June 30, 2017, and audited combined statements of ECG income and comprehensive income, combined statements of equity and combined statements of cash flows of the Audited Entities for the fiscal years ended June 30, 2018, 2017 and 2016, together with the notes thereto (collectively, the “Audited Financial Statements”), (ii) the unaudited combined balance sheet of the Audited Entities as of December 31, 2019, 2018 (the “Unaudited Balance Sheet”) and the unaudited combined statements of income and comprehensive income and unaudited combined statements of equity and unaudited combined statements of cash flows of the Audited Entities for the six-month periods ended December 31, 2018 and December 31, 20172017 (the “Unaudited Financial Statements”, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes theretothe Audited Financial Statements, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) an unaudited pro forma combined balance sheet of the Audited Entities (excluding YES Network Holding Company, LLC) as of December 31, 2018 (the “Pro Forma Balance Sheet”) and the unaudited consolidated balance sheetpro forma combined statements of income and comprehensive income of the Audited Entities (excluding YES Network Holding Company, including LLC) for the consolidated schedule of investmentssix-month periods ended December 31, of ECG as of September 2018 and 2017 and the fiscal year ended June 30, 20202018 (collectively, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Pro Forma Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim The Financial Statements (xA) present fairly, in all material respects, the collective financial position and results of operations of the Audited Entities as of the dates thereof, and the periods referred to therein subject, in the case of the Unaudited Financial Statements, to the absence of footnote disclosure and to normal, recurring end-of-year adjustments, none of which are reasonably expected to be material in amount or significance individually or in the aggregate, and (B) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance conformity with GAAP applied on a consistent basis throughout the periods indicated covered thereby. The Pro Forma Financial Statements have been prepared in good faith based upon assumptions believed to have been reasonable when made and on a basis consistent with the Business’ historical financial statements (except as may be indicated in for the notes thereto) pro forma adjustments specified therein), and (z) present fairly present, in all material respects, respects on a pro forma basis the consolidated collective financial position, position and results of operations and cash flows of the applicable Enhanced Audited Entities (excluding YES Network Holding Company, LLC) as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesthereof.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated balance sheetssheet of the Company as at November 30, including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 20172007, and the related audited consolidated statements of operationsincome, membersshareholders’ (deficit) equity and cash flows of ECGthe Company, together with all related notes and schedules thereto, accompanied by the reports thereon of ECGthe Company’s independent auditorsauditors (the “2007 Financial Statements” are attached hereto as Schedule 3.6(a)(i) of the Company Disclosure Schedules, and, as soon as they are available, the Company will provide Acquiror with true and (ii) complete copies of the audited consolidated balance sheetssheet of the Company as at November 30, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 20172008, and the related audited consolidated statements of operationsincome, membersshareholders’ deficit equity and cash flows of ECGthe Company, together with all related notes and schedules thereto, accompanied by the reports thereon of ECPthe Company’s independent auditors (the foregoing clauses (i) and (ii) “2008 Financial Statements” and, collectively referred to as with the 2007 Financial Statements, the “Financial Statements”) ). True and (iii) complete copies of the unaudited consolidated balance sheetsheet of the Company as at August 31, including the consolidated schedule of investments, of ECG as of September 30, 20202008, and the related consolidated unaudited statements of operations, members’ income of the Company (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a3.6(a)(ii) of the Company Disclosure Schedules. Each True and complete copies of the Financial Statements unaudited balance sheets of each of the Subsidiaries as at August 31, 2008, and the related unaudited statements of income (collectively referred to as the “Interim Subsidiary Financial Statements (xStatements”) have been prepared in accordance with the books and records are attached hereto as Schedule 3.6(a)(iii) of the applicable Enhanced EntitiesCompany Disclosure Schedules, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except and, as may be indicated in the notes thereto) and (z) fairly present, in all material respectssoon as they are available, the consolidated financial positionCompany will provide Acquiror with true and complete copies of the audited balance sheet of the Subsidiaries as at November 30, results 2008, and the related audited statements of operations income, shareholders’ equity and cash flows of the applicable Enhanced Entities as Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of the respective dates thereof and for Subsidiaries’ independent auditors (the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim “2008 Subsidiary Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotes”.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of Set forth on Schedule 4.06 are (i) the audited consolidated balance sheetssheet as of June 24, including 2016 and the related audited statement of income and comprehensive income, stockholders’ equity and cash flows of the Company and its Subsidiaries for the period then ended, the unaudited consolidated schedules of investments, of ECG balance sheet as of December 31, 2019, December 31, 2018 and December 31, 2017, 2016 and the related audited unaudited consolidated statements of operations, members’ (deficit) equity income statement and cash flows of ECGthe Company and Subsidiaries for the six-month period then ended and the unaudited consolidated balance sheet as of December 31, together with all 2017 and the related notes thereto, accompanied by unaudited consolidated income statement and cash flows of the reports thereon of ECG’s independent auditorsCompany and Subsidiaries for the fiscal year then ended (the “Annual Financial Statements”), and (ii) the audited unaudited consolidated balance sheets, including the schedules of investments, of ECP sheets as of December 31, 2019, December 31September 30, 2018 and December 31, 2017, (the “Balance Sheet Date”) and the related audited unaudited consolidated statements of operations, members’ deficit income statement and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors Company and its Subsidiaries for the nine-month period then ended (the foregoing clauses (i) and (ii) “Interim Financial Statements” and, collectively referred to as with the Annual Financial Statements, the “Financial Statements”) and (iii) the unaudited consolidated balance sheet). Except as set forth on Schedule 4.06, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim such Financial Statements (xA) have been prepared in accordance with were derived from the books and records of the applicable Enhanced EntitiesCompany and its Subsidiaries, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (zB) present fairly present, in all material respects, respects the consolidated financial positioncondition, results of operations and cash flows of the applicable Enhanced Entities Company and its Subsidiaries as of the respective dates thereof times and for the respective periods indicated referred to therein, except as otherwise noted therein and subject, in conformity with GAAP consistently applied throughout the case of the Interim Financial Statements, periods referred to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotestherein.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of The Trust has previously delivered to Purchaser the (i) audited balance sheet of the audited consolidated balance sheets, including the consolidated schedules of investments, of ECG Company as of December 31, 2019, December 31, 2018 and December 31, 20172007, and the related audited consolidated statements of operationsincome, memberscash flow and shareholders’ (deficit) equity for the twelve-month periods then ended, certified by the Company’s independent public accountants and cash flows of ECG, together with all related notes thereto, accompanied by a copy of such auditor’s report (the reports thereon of ECG’s independent auditors“2007 Financials”), and (ii) audited balance sheet of the audited consolidated balance sheets, including the schedules of investments, of ECP Company as of December 31, 2019, December 31, 2018 and December 31, 20172008, and the related audited consolidated statements of operationsincome, memberscash flow and shareholders’ deficit equity for the twelve-month periods then ended, certified by the Company’s independent public accountants and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon a copy of ECPsuch auditor’s independent auditors report (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements2008 Financials”) and ), (iii) audited balance sheet of the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG Company as of September 30December 31, 20202009, and the related consolidated audited statements of operationsincome, memberscash flow and shareholders’ equity for the twelve-month periods then ended, certified by the Company’s independent public accountants and accompanied by a copy of such auditor’s report (deficit) equity and cash flows of ECG, together with all related notes theretothe “2009 Financials”), and (iv) audited balance sheet of the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP Company as of September 30December 31, 20202010 (the “Latest Balance Sheet”), and the related consolidated audited statements of operationsincome, memberscash flow and shareholders’ deficit equity for the twelve-month periods then ended, certified by the Company’s independent public accountants and cash flows accompanied by a copy of ECPsuch auditor’s report (the “2010 Financials”, and together with all related notes thereto (the foregoing clauses (iii) 2009 Financials, the 2008 Financials and (iv) collectively referred to as the 2007 Financials, the “Interim Historical Financial Statements”), are attached hereto . The 2010 Financials shall also be referred to herein as Schedule 3.6(a) of the Disclosure Schedules“Latest Financial Statements”. Each of the The Historical Financial Statements and the Interim Financial Statements (x) have been were prepared in accordance with the books and records of the applicable Enhanced EntitiesCompany (together with AVP in the case of the Latest Financial Statements) and fairly present in all material respects the financial condition of the Company (together with AVP in the case of the Latest Financial Statements) as of the dates indicated and the results of operations of the Company (together with AVP in the case of the Latest Financial Statements) for the respective periods indicated, (y) and have been prepared in accordance with GAAP applied GAAP. Neither the Company nor AVP has any liability of a nature required to be disclosed on a consistent basis throughout the periods indicated (except as may be indicated balance sheet or in the notes thereto) and (z) fairly present, to financial statements prepared in all accordance with GAAP which are individually or in the aggregate material respects, to the consolidated financial positionbusiness, results of operations and cash flows or financial condition of the applicable Enhanced Entities Company and AVP taken as a whole, except for liabilities or obligations adequately reflected or reserved against on the Latest Balance Sheet or as described on Section 4.9 of the respective dates thereof Disclosure Schedule and for the respective periods indicated thereinliabilities or obligations incurred since December 31, except as otherwise noted therein and subject, 2010 in the case ordinary course of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesbusiness.

Financial Statements; No Undisclosed Liabilities. (a) True The Company has made available to the Buyer, true and complete copies of (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of at December 31, 2019, December 31, 2018 and December 31, 2017, 2015 and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows and stockholders’ deficit of ECGthe Company and its Subsidiaries, together with all related notes and schedules thereto, and the audited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2014 and the related consolidated statements of operations, cash flows and stockholders’ deficit of the Company and its Subsidiaries, together with all related notes and schedules thereto accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September at April 30, 20202016, and the related consolidated statements of operations, members’ (deficit) equity operations and cash flows of ECGthe Company and its Subsidiaries, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) have been prepared in accordance with the books and records of the applicable Enhanced EntitiesCompany and its Subsidiaries, (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ziii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company and its Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesadjustments.

Financial Statements; No Undisclosed Liabilities. (a) True Schedule 3.16(a) contains true and complete copies of (i) the audited consolidated balance sheetssheet of the each of the SET Companies for which audited statements have been prepared (such entities, including the consolidated schedules of investments“SET Audited Entities”), of ECG on a stand alone basis, as of December 31, 2019, 2006 and the related statements of operations and cash flows for the year ended December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets2006, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related any notes thereto, accompanied by the reports thereon of ECP’s independent auditors thereto (the foregoing clauses (i) and (ii) collectively referred to as the “Audited Financial Statements”) and (iiiii) (A) the unaudited consolidated balance sheet, including and combined statistical report data with respect to the consolidated schedule of investments, of ECG SET Business as of September 30December 31, 20202006, (B) the columnar spreadsheet titled the Sempra Energy Trading Corp. combined and consolidated balance sheet as of December 31, 2006, and the related consolidated and combined statements of operationsoperations for the annual period ending thereon, members’ and (deficitC) equity the unaudited consolidated and combined balance sheets of the SET Companies as of March 31, 2007 and the related consolidated and combined statements of operations and cash flows of ECGfor the quarterly period ending thereon, together with all related including any notes thereto, and in the case of each of the items described in clauses (ivA), (B) and (C), reconciled to exclude any items not related to the unaudited consolidated balance sheet, including SET Business (the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP“Unaudited Financial Statements” and, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as Audited Financial Statements, the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the The Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance conformity with GAAP applied on a consistent basis throughout the periods indicated (except in each case as may be indicated described in the notes thereto) and (z) fairly present, subject in the case of the Unaudited Financial Statements to normal recurring year-end audit adjustments that are not in the aggregate material in nature or amount, in all material respects, the consolidated financial position, condition and results of operations and cash flows of each of the applicable Enhanced Entities SET Business as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotes.

Financial Statements; No Undisclosed Liabilities. (a) True Schedule 3.6 of the Disclosure Schedule contains a true and complete copies copy of (i) the audited unaudited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Parent and its Subsidiaries as of December 31April 30, 2019, December 31, 2018 and December 31, 20172011, and the related audited unaudited consolidated statements of operationsincome, retained earnings, members’ (deficit) equity and cash flows changes in financial position of ECGthe Parent and its Subsidiaries for the fiscal year ended April 30, together with all related notes thereto, accompanied by 2011 (the reports thereon “April Financial Statements”) and a true and complete copy of ECG’s independent auditors, and (ii) the audited unaudited consolidated balance sheets, including sheet of the schedules of investments, of ECP Targets as of December 31, 2019, December 31, 2018 and December 31, 2017the Balance Sheet Date, and the related audited unaudited consolidated statements of operationsincome, retained earnings, members’ deficit equity and cash flows changes in financial position of ECGthe Targets for the three months ended July 31, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors 2011 (the foregoing clauses (i) “July Financial Statements” and (ii) collectively referred to as with the April Financial Statements, the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim ). The April Financial Statements”), : (i) are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements correct and the Interim Financial Statements (x) complete in all material respects and have been prepared in accordance with the books and records of the applicable Enhanced Entities, Parent and its Subsidiaries; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated in for the lack of notes thereto) and customary year-end adjustments; and (ziii) fairly present, present in all material respects, respects the consolidated financial positioncondition, results of operations and cash flows of the applicable Enhanced Entities Parent and its Subsidiaries as of the respective dates date thereof and for the respective periods indicated thereinindicated, except as otherwise noted therein for the lack of notes and subject, in the case of the Interim Financial Statements, to normal and recurring customary year-end adjustments that will notadjustments. The July Financial Statements: (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Targets; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, individually or except for the lack of notes and customary year-end adjustments; and (iii) fairly present in all material respects the aggregateconsolidated financial condition, be material results of operations and cash flows of the absence Targets as of footnotesthe date thereof and for the periods indicated, except for the lack of notes and customary year-end adjustments.

Financial Statements; No Undisclosed Liabilities. (a) True Section 2.6 of the Disclosure Schedule contains true and complete copies of (i) the audited consolidated balance sheetssheet of the Company and its subsidiaries (other than SageQuest) and the audited consolidated balance sheet of SageQuest, including the consolidated schedules of investments, of ECG each as of at December 31, 20192009, December 31, 2018 2008 and December 31, 20172007, and each including the related audited consolidated statements of operations, members’ (deficit) equity results of operations and cash flows of ECGflows, together with all related notes and schedules thereto, accompanied by the reports thereon of ECGthe Company’s independent auditors, auditors (together the “Audited Financial Statements” ) and (ii) the audited unaudited consolidated balance sheetssheet of the Company and its subsidiaries as at September 30, including 2010 (the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, “Balance Sheet Date”) and the related audited unaudited consolidated statements of operations, members’ deficit results of operations and cash flows of ECGflows, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”, and together with the Audited Financial Statements, the “Financial Statements”), are attached hereto . Except as Schedule 3.6(a) noted in Section 2.6 of the Disclosure Schedules. Each Schedule, each of the Financial Statements and the Interim Financial Statements (xA) have has been prepared in accordance with the books and records of the applicable Enhanced Entities, Fleetmatics Entities pertaining to the Business and (yB) have has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ). The Audited Financial Statements give a true and (z) fairly presentfair view of, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company and its subsidiaries (other than Sagequest), or, as the case may be, of SageQuest, each as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein therein. The Interim Financial Statements give a true and subject, in the case fair view of the Interim Financial Statementsconsolidated financial position, results of operations and cash flows of the Company and its subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein, and except to normal and recurring year-end adjustments the extent that will notany misstatement or omission therein, whether individually or in the aggregate, be material and the absence of footnoteswould not have a Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) True and complete The Company has delivered to Buyer copies of (i) the audited consolidated balance sheets, including sheets of the consolidated schedules of investments, of ECG Company (other than Premier) as of December 31, 2019, December 31, 2018 2010 and December 31, 2017, 2011 and the related audited consolidated statements of operationsincome, members’ (deficit) equity and cash flows and statements of ECGstockholders’ equity of the Company for the years then ended (the “Audited Financial Statements”), together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated compiled balance sheets, including the schedules sheet of investments, of ECP Premier as of December 31, 2019, December 31, 2018 and December 31, 20172010, and the related audited consolidated statements of operationsincome, membersstatements of stockholders’ deficit equity, and cash flows for the fiscal year then ended, together with the notes thereto and the report thereon, and the compiled balance sheet of Premier as of December 31, 2011, and the related statements of income and cash flows of ECG, together with all related notes thereto, accompanied by Premier for the reports thereon of ECP’s independent auditors twelve-month period then ended (the foregoing clauses (i) and (ii) collectively referred to as the “Premier Financial Statements”) ), and (iii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company as of September April 30, 20202012, and the related consolidated statements of operations, members’ (deficit) equity income and cash flows of ECGthe Company for the four month period then ended (the “Unaudited Financial Statements”) (such Audited Financial Statements, together with all related notes theretoPremier Financial Statements, and (iv) the unaudited consolidated balance sheetUnaudited Financial Statements, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively schedules thereto, are referred to herein as the “Interim Financial Statements”). Except as set forth in Schedule 3.7, are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each each of the Financial Statements is complete and the Interim Financial Statements (x) have been prepared correct in accordance with the books and records of the applicable Enhanced Entitiesall material respects, (y) have has been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) presents fairly present, in all material respects, respects the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company, or Premier, as applicable, as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein subject to normal year-end adjustments and subject, the absence of complete notes in the case of the Interim Unaudited Financial Statements. For the purposes hereof, the audited consolidated balance sheet of the Company as of December 31, 2011 is referred to normal as the “Balance Sheet” and recurring year-end adjustments that will notDecember 31, individually or in 2011 is referred to as the aggregate, be material and the absence of footnotes“Balance Sheet Date.”

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited unaudited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of at December 31, 2019, December 31, 2018 2016 and December 31, 20172015, and the related audited consolidated statements of operationsincome, membersretained earnings, stockholders’ (deficit) equity and cash flows changes in financial position of ECGthe Company and its Subsidiaries, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and schedules thereto (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”), an audited consolidated balance sheet of the Company and its Subsidiaries as of April 30, 2017 (such balance sheet, together with all related notes and schedules thereto, the “April 2017 Balance Sheet”) and (iii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September at June 30, 20202017, and the related consolidated statements of operationsincome, membersretained earnings, stockholders’ (deficit) equity and cash flows changes in financial position of ECGthe Company and its Subsidiaries for the six months then-ended, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a3.7(a) of the Disclosure Schedules. Each of the Financial Statements and Statements, the April 2017 Balance Sheet, the Interim Financial Statements Statements, and, when delivered pursuant to Section 5.10(a), each set of the Pre-Closing Monthly Financial Statements, (xi) have been prepared in accordance with the books and records of the applicable Enhanced EntitiesCompany and its Subsidiaries, (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ziii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company and its Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial StatementsStatements and each set of Pre-Closing Monthly Financial Statements (when delivered pursuant to Section 5.10(a)), to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesmaterial.

Financial Statements; No Undisclosed Liabilities. (a) True Attached to Schedule 3.06(a) are complete and complete correct copies of of: (i) the audited stand-alone unaudited consolidated balance sheetssheet as of March 31, including 2020 (the consolidated schedules "Latest Balance Sheet"), and the related stand-alone unaudited statement of investmentsincome for the three-month period then ended, of ECG the Company and its Subsidiaries (collectively, the "Most Recent Financial Statements"), (ii) the stand-alone unaudited consolidated balance sheet as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements stand-alone unaudited statement of operations, members’ (deficit) equity income and cash flows of ECG, together with all related notes thereto, accompanied by for the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of fiscal year ended December 31, 2019, December 31, 2018 of the Company and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors its Subsidiaries (the foregoing clauses (i) and (ii) collectively referred to as the “"2019 Unaudited Financial Statements”") and (iii) the division-level unaudited consolidated balance sheetstatement of income for the fiscal year ended December 31, including 2018 for the consolidated schedule business of investmentsthe Company and its Subsidiaries (the "2018 Unaudited Statement of Income" and, of ECG as of September 30together with the 2019 Unaudited Financial Statements, 2020the "Company Unaudited Financial Statements" and, collectively with the Most Recent Financial Statements, the "Financial Statements"). The calculations, judgments, principles and adjustments used in preparing, and the related underlying balances set forth in, the Financial Statements were prepared in accordance with GAAP, consistently applied (other than footnotes required by GAAP and other than, in the case of the Most Recent Financial Statements, for the absence of year-end notes). The 2018 Unaudited Statement of Income has been prepared in good faith based upon the Company's reasonable estimates, assumptions and judgments as to the financial performance of the business of the Company and its Subsidiaries and reasonably and fairly presents the results of operations of the business of the Company and its Subsidiaries, operated as a standalone business and not as part of a consolidated statements of operationsgroup, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedulesperiod then ended. Each of the The Most Recent Financial Statements and the Interim 2019 Unaudited Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly present, present in all material respects, respects (i) the financial position of the Company and its Subsidiaries as of the date thereof and (ii) the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof Company and its Subsidiaries for the respective fiscal periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotescovered thereby.

Financial Statements; No Undisclosed Liabilities. 5.4.1. Seller has previously delivered to Buyer, true and completed copies of the following financial statements (a) True collectively, the “Financial Statements”): accurate and complete copies of (i) the Seller’s audited consolidated balance sheets, including the consolidated schedules of investments, of ECG sheets as of December 31, 20192006, December 31, 2018 2007 and December 31, 2017, 2008 and the related audited consolidated statements of operations, membersstockholders’ (deficit) equity equity, and cash flows for each of ECGthe years then ended, and the notes thereto, together with all related notes thereto, accompanied by the reports report thereon of ECG’s independent auditors, Seller Auditors and (ii) the audited unaudited consolidated balance sheets, including the schedules of investments, of ECP sheet as of December March 31, 2019, December 31, 2018 and December 31, 2017, 2009 and the related audited unaudited consolidated statements of operations. On or prior to the Closing, members’ deficit and cash flows the Seller shall deliver to Buyer unaudited consolidated balance sheet as of ECGJune 30, together with all related notes thereto2009, accompanied the Pre-Closing Statement reviewed by the reports thereon Seller’s Auditors and the related unaudited consolidated statements of ECP’s independent auditors operations (the foregoing clauses (i) and (ii) collectively referred to as the “Financial StatementsSecond Quarter Financials”) and (iii) the unaudited consolidated balance sheetClosing Balance Sheet, including reviewed by the consolidated schedule of investmentsSeller’s Auditor. Until fiscal year 2008, of ECG as of September 30Seller’s financial statements were prepared in conformity with Israeli GAAP and commencing with fiscal year 2008, 2020, and the related consolidated Seller’s financial statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance conformity with IFRS. The Financial Statements (including the books and records of the applicable Enhanced Entities, (ynotes thereto) have been (and, in the case of the Second Quarter Financials and Closing Balance Sheet, will be) prepared in accordance with according to Israeli GAAP or IFRS (as applicable) applied on a consistent basis throughout the periods indicated (except covered, present fairly the financial condition of the Seller as may be indicated in of such dates and the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Seller for such periods, are correct and complete in accordance with Israeli GAAP or IFRS (as applicable), and are consistent with the books and records of Seller and Seller’s Sub (which books and records are correct and complete). Each delivered balance sheet fully sets forth all assets and liabilities existing as of the respective dates thereof and for the respective periods indicated its date which, under Israeli GAAP or IFRS (as applicable), should be set forth therein, except and each delivered statement of earnings sets forth the items of income and expense which should appear therein under Israeli GAAP or IFRS (as otherwise noted therein applicable). The trade accounts and subject, in other receivables of Seller which are classified as current assets on the case balance sheets of the Interim Financial Statements, to normal Second Quarter Financials and recurring year-end adjustments that Closing Balance Sheet are (or will notbe, individually or as applicable) bona fide receivables, were acquired in the aggregateordinary course of business, are stated in accordance with Israeli GAAP or IFRS (as applicable) and, subject to the reserve for doubtful accounts, need not be material written-off as uncollectible. The inventories of Seller reflected on the balance sheets of the Financial Statements, Second Quarter Financials and Closing Balance Sheet have been (or will be, as applicable) valued in accordance with Israeli GAAP or IFRS (as applicable), and the absence value of footnotesobsolete materials and materials of below standard quality has been (or will be, as applicable) written down or reserved against in accordance with Israeli GAAP or IFRS (as applicable). There have been no write-ups of inventories or other assets since January 1, 2006.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of The Company has delivered to the Purchaser (i) the Company’s consolidated audited consolidated balance sheetssheets as at November 30, including 2004, November 30, 2003, November 30, 2002, November 30, 2001 and November 30, 2000 (such audited balance sheet at November 30, 2004, the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, "Balance Sheet") and the related audited consolidated statements of operationsincome, members’ (deficit) equity cash flow and cash flows of ECGretained earnings for the 12-month periods then ended, together with all related notes thereto, each accompanied by the reports thereon of ECG’s independent auditorsBDO Dunwoody, and LLP, Ernst & Young, LLP or Xxxxxxx Xxxxx, CPA (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the case may be), independent chartered (or certified, as the case may be) accountants, which firms have audited such financial statements (collectively, the “Annual Financial Statements”) and (iiiii) the unaudited Company’s consolidated balance sheetsheet as at each of August 31, including the consolidated schedule of investments2005, of ECG as of September 30, 20202005, October 31, 2005 and November 30, 2005 (the “Current Balance Sheet”) and the related consolidated statements of operationschanges in financial position for the nine, members’ (deficit) equity ten, 11 and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto 12-month periods then ended (the foregoing clauses (iii) and (iv) collectively items referred to as in clause (ii), the “Interim Financial Statements” and together with the Annual Financial Statements, the “Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim The Financial Statements (xincluding, without limitation, all schedules and notes thereto) are complete and correct in all material respects, have been prepared in accordance with from the books and records of the applicable Enhanced EntitiesCompany (on a consolidated basis) and, (yexcept as set forth on Schedule 3.05(a) have been prepared hereto, in accordance with GAAP consistently applied on a consistent basis and maintained throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to the absence of footnotes and normal and recurring year-end adjustments that will notadjustments, individually or which, if included, would not have a material effect on the information on such Interim Financial Statements), and fairly present in all material respects the aggregate, be material financial condition of the Company (on a consolidated basis) as at their respective dates and the absence results of footnotesits operations for the periods covered thereby. The Annual Financial Statements include all footnotes and all adjustments (which consist only of normal recurring accruals) necessary for such fair presentation.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the consolidated audited consolidated balance sheets, including the consolidated schedules sheet of investments, of ECG MIVA as of at December 31, 2019, December 31, 2018 and December 31, 20172007, and the related audited consolidated statements of operations, members’ (deficit) equity results of operations and cash flows of ECG, MIVA together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated unaudited balance sheets, including the schedules sheet of investments, of ECP MIVA as of December at March 31, 20192008, December 31June 30, 2018 2008 and December 31September 30, 20172008, and the related audited consolidated statements of operations, members’ deficit results of operations and cash flows of ECG, MIVA together with all related notes and schedules thereto, accompanied by (iii) the reports thereon unaudited balance sheet of ECP’s independent auditors the U.S. Media Business as at December 31, 2008, and the related statements of results of operations of the U.S. Media Business together with all related notes and schedules thereto (including the worksheet reflecting the adjustments or elimination entries used in the preparation of the U.S. Balance Sheet and related financial statements (the foregoing clauses (i) “U.S. Carveout Procedures”)), and (iiiv) the unaudited balance sheet of the European Media Business as at December 31, 2008, and the related statements of results of operations of the European Media Business together with all related notes and schedules thereto (including the worksheet [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission. reflecting the adjustments or elimination entries used in the preparation of the European Balance Sheet and related financial statements (the “European Carveout Procedures”)) (collectively referred to as the “Financial Statements”) and (iiii) the unaudited consolidated balance sheetsheet of the U.S. Media Business as at January 31, including 2009 (the consolidated schedule of investments, of ECG as of September 30, 2020“U.S. Balance Sheet”), and the related consolidated statements of results of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes and schedules thereto, and (ivii) the unaudited consolidated balance sheetsheet of the European Media Business as at January 31, including 2009 (the consolidated schedule of investments, of ECP as of September 30, 2020“European Balance Sheet”), and the related consolidated statements of results of operations, members’ deficit and cash flows of ECP, together with all related notes and schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a3.5(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xA) have has been prepared in accordance with based on the books and records of the applicable Enhanced EntitiesSeller pertaining to the Media Business (except as may be indicated in the notes thereto), (yB) have has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (zC) fairly presentpresents, in all material respects, the consolidated financial position, results of operations and (in the case of (i) and (ii) above only) cash flows of the applicable Enhanced Entities Media Business as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material material. The adjustments and elimination entries included in the U.S. Carveout Procedures and the absence European Carveout Procedures, in each case, were determined in the reasonable, good faith estimation of footnotesMiva’s management to be meaningfully necessary for purposes of the preparation of the standalone U.S. Balance Sheet and European Balance Sheet, and the financial statements of the results of operations for the US Media Business and the EU Media Business at December 31, 2008 are complete and consistent with the historic practices of Miva management for purposes of evaluating and measuring the results of operations and financial position of the Media Business and, except as specifically footnoted on the statements (which footnotes relate to the U.S. Carveout Procedures and European Carveout Procedures), do not exclude operating expenses that were incurred in respect of the operation of the Media Business for the period covered by such financial statements of the results of operations.

Financial Statements; No Undisclosed Liabilities. (a) True Section 5.5 of the Company Disclosure Schedule sets forth accurate and complete copies of the following financial statements: (i) the audited consolidated balance sheetssheet of TMFS Holdings, including LLC and its Subsidiaries (or the consolidated schedules predecessors of investmentssuch Persons), of ECG as of December 31, 20192012, December 312013 and 2014, 2018 and December 31, 2017, and (ii) the related audited consolidated statements of operationsincome, members’ (deficit) equity equity, and cash flows flow of ECGTMFS Holdings, together with all related notes thereto, accompanied by LLC and its Subsidiaries for the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of years ended December 31, 20192012, December 31, 2018 and December 31, 20172013, and the related audited consolidated statements of operations2014, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheetsheets of TMFS Holdings, including the consolidated schedule of investments, of ECG LLC and its Subsidiaries as of September 30August 31, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto2015, and (iv) the related unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operationsincome, members’ deficit equity, and cash flows flow of ECPTMFS Holdings, together with all related notes thereto LLC and its Subsidiaries for the eight-month period ended August 31, 2015 (the foregoing items referred to in clauses (i) and (ii), the “Audited Financial Statements”, items referred to in clauses (iii) and (iv) collectively referred to as the “Interim Unaudited Financial Statements”, and collectively with the Audited Financial Statements, the “Financial Statements”), are attached hereto . Except as Schedule 3.6(a) set forth on Section 5.5 of the Company Disclosure Schedules. Each of , the Financial Statements and (including the Interim related notes included in the Audit Financial Statements Statements, where applicable) (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (yi) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated noted therein or in the notes thereto), (ii) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries in all material respects, and (ziii) fairly presentpresent fairly, in all material respects, the consolidated financial position, results of operations operations, members’ equity and cash flows of the applicable Enhanced Entities TMFS Holdings, LLC and its Subsidiaries as of the respective dates thereof and for or the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesthen ended.

Financial Statements; No Undisclosed Liabilities. (a) True Schedule 3.6(a) of the Disclosure Schedules sets forth true and complete copies of the following financial statements, which, except as set forth on Schedule 3.6(a) of the Disclosure Schedules, and subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments, present fairly, in all material respects, the financial position and results of operations presented therein as of the dates of, and for the periods referred to in, such financial statements in conformity with GAAP applied on a consistent basis throughout the periods covered thereby (collectively, the “Financial Statements”): (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of December 31, 20192012, December 31, 2018 2011 and December 31, 20172010, and the related audited consolidated statements of operations, members’ equity (deficit) equity ), and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, Company and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECPits Subsidiaries, together with all related notes thereto (including consolidating statements), accompanied by the foregoing clauses reports thereon of the Company’s independent auditors (iii) and (iv) collectively referred to as the “Interim Audited Consolidated Annual Financial Statements”), are attached hereto as Schedule 3.6(a; (ii) the unaudited consolidated stand-alone balance sheet of the Disclosure Schedules. Each Acquired Entities as of the Financial Statements August 31, 2013, and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the related consolidated financial position, results stand-alone statements of operations and cash flows for the eight-month period ending on such date of the applicable Enhanced Acquired Entities (the “Interim Consolidated Financial Statements”); and (iii) the audited consolidated stand-alone balance sheet of the Acquired Entities as of December 31, 2012, and the respective dates thereof related audited consolidated stand-alone statements of operations and cash flows for the respective periods indicated therein, except as otherwise noted therein and subjecttwelve-month period ending on such date of the Acquired Entities, in each case with respect to this clause (iii), as supplemented by the case unaudited adjustments to reflect the carve-out of Coyote Valley and the Residential Mortgages set forth on Schedule 3.20 of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesDisclosure Schedules.

Financial Statements; No Undisclosed Liabilities. (a) True and complete The Company has made available to Buyer in the Data Room copies of (i) the consolidated audited consolidated balance sheets, including sheets of the consolidated schedules of investments, of ECG Company and the Acquired Subsidiaries as of December 31, 2019, December 31, 2018 and December 31, 2017, 2020 and the related audited consolidated statements of operationsincome, members’ (deficit) equity and cash flows of ECG, for the year then ended (together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors), and (ii) the audited unaudited consolidated balance sheets, including sheet of the schedules of investments, of ECP Company and the Acquired Subsidiaries as of December 31September 30, 2019, December 31, 2018 and December 31, 2017, 2021 and the related audited consolidated statements of operations, members’ deficit income of the Company and cash flows of ECG, the Acquired Subsidiaries for the nine (9) month period then ended (together with all related notes and schedules thereto, accompanied by the reports thereon of ECP’s independent auditors ) (the foregoing clauses (i) such audited and (ii) collectively unaudited statements are referred to herein as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG ). Except as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”set forth on Schedule 3.5(a), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout Company and the periods indicated (Acquired Subsidiaries except as may be indicated in the notes thereto) , and (zy) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company and the Acquired Subsidiaries (taken as of the respective dates thereof and a whole) for the respective periods indicated therein, except as otherwise noted therein and subjectin conformity in all material respects with GAAP applied on a consistent basis, subject in the case of the Interim Financial Statements, unaudited financial statements to normal and recurring year-end adjustments that will notand the absence of notes (which are, individually or and in the aggregate, be material immaterial). For the purposes hereof, the unaudited consolidated balance sheet of the Company and the absence Acquired Subsidiaries as of footnotesSeptember 30, 2021 is referred to as the “Balance Sheet” and September 30, 2021 is referred to as the “Balance Sheet Date.”

Financial Statements; No Undisclosed Liabilities. (a) True The unaudited consolidated balance sheet of UP Holdings and complete copies its Subsidiaries as of March 31, 2020, and the related unaudited consolidated statements of operations, shareholders’ equity, and cash flows for the fiscal quarter ended March 31, 2020 (icollectively, the “Unaudited Financial Statements”), and (b) the audited consolidated balance sheets, including the consolidated schedules sheet of investments, of ECG UP Holdings and its Subsidiaries as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, membersshareholders’ (deficit) equity equity, and cash flows of ECGfor the fiscal year ended December 31, 2019 (collectively, the “Audited Financial Statements” and, together with all related notes theretothe Unaudited Financial Statements, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been were prepared in accordance with the books and records of the applicable Enhanced EntitiesGAAP, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout for the periods indicated (except as may be indicated in the notes thereto) involved, and (z) fairly present, in all material respects, the consolidated financial position, results position of operations UP Holdings and cash flows of the applicable Enhanced Entities its Subsidiaries as of the respective dates thereof and the results of their operations for the respective periods indicated thereinthen ended. There are no liabilities or obligations of the Debtors of any kind whatsoever, except as otherwise noted therein and subjectwhether accrued, contingent, absolute, determined or determinable, other than (i) liabilities or obligations set forth in the case face of the Interim balance sheet included in the Unaudited Financial StatementsStatements (such balance sheet, to normal the “Most Recent Balance Sheet”), (ii) liabilities or obligations which were incurred in the Ordinary Course of Business after the date of the Most Recent Balance Sheet, (iii) liabilities or obligations incurred in connection with the transactions contemplated by the Definitive Documents, (iv) liabilities or obligations set forth on Schedule 3.16 of the Debtor Disclosure Schedules, and recurring year-end adjustments that will (v) liabilities or obligations which would not, individually or in the aggregate, reasonably be expected to be adverse in any material and respect to the absence of footnotesDebtors, taken as a whole.

Financial Statements; No Undisclosed Liabilities. (a) True Correct and complete copies of (collectively, the “Financial Statements”) the (i) audited combined balance sheet of the audited consolidated balance sheets, including the consolidated schedules of investments, of ECG PBMS/PBGS Business and MSG Business as of at December 31, 2019, December 31, 2018 2012 and December 31, 2017, 2011 and the related audited consolidated combined statements of operations, members’ (deficit) equity comprehensive income and combined cash flows for each of ECGthe periods then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s the Companies’ independent auditors, and (ii) the audited consolidated unaudited combined balance sheets, including sheet of the schedules of investments, of ECP PBMS/PBGS Business and MSG Business as of December at March 31, 2019, December 31, 2018 and December 31, 20172013 (the “Balance Sheet”), and the related audited consolidated combined statements of operations, members’ deficit comprehensive income and combined cash flows of ECGfor the three months ended March 31, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors 2013 (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), ) are attached hereto as Schedule 3.6(aSection 4.6(a)(ii) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have has been prepared in accordance with based on the books and records of the applicable Enhanced EntitiesPBMS/PBGS Business and MSG Business, (y) have has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly presentpresents, in all material respects, the consolidated combined financial position, results of operations and cash flows of the applicable Enhanced Entities PBMS/PBGS Business and MSG Business as of at the respective dates thereof and for the respective periods indicated therein, and include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the combined financial condition of the entities or business to which they relate as of the date thereof and, except as otherwise noted therein set forth in Section 4.6(a)(ii) of the Disclosure Schedules, meet the requirements, in all material respects, of Regulation S-X under the Securities Act of 1933, and subject, in the case of the Interim Financial Statements, to the absence of notes and normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. In addition, an unaudited statement of key balance sheet accounts as at June 30, 2013 and a statement of income of the MLS Business for the period ended June 30, 2013 (the “MLS Financial Statements”) is attached hereto as Section 4.6(a) of the Disclosure Schedules. The MLS Financial Statements fairly present, in all material respects, as determined in accordance with the Companies’ accounting policies and GAAP, the absence key balance sheet accounts and statement of footnotesincome of the MLS Business as at the date thereof and for the period indicated therein.

Financial Statements; No Undisclosed Liabilities. (a) True Seller has delivered to Buyer correct and complete copies of (i) the audited consolidated balance sheetsunaudited balances of accounts receivable, including warranty and accrued program expenses, and inventory of the consolidated schedules of investmentsBusiness as at September 28, of ECG 2014 (the “Latest Interim Balance Sheet”, and the date thereof being referred to as of December 31, 2019, December 31, 2018 and December 31, 2017the “Latest Balance Sheet Date”), and the related audited consolidated statements unaudited statement of operationsincome of the Business for the fiscal period ended September 28, members’ 2014 (deficit) equity and cash flows of ECGthe “Latest Interim Income Statement” and, together with all related notes theretothe Latest Interim Balance Sheet, accompanied by the reports thereon of ECG’s independent auditors“Latest Interim Financial Statements”), and (ii) the audited consolidated balance sheets, including sheets of the schedules of investments, of ECP Business as of at December 31, 2019, December 31, 2018 2013 and December 31, 20172012, and the related audited consolidated statements of operationsincome and changes in stockholders’ equity of the Business for the fiscal year ended December 31, members’ deficit 2013, including in each case the notes thereto (collectively, the “Annual Financial Statements,” and cash flows of ECG, together with all related notes theretothe Latest Interim Financial Statements, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the The Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with are based upon the books and records of the applicable Enhanced Entities, (y) have been Seller and were prepared in accordance with GAAP consistently applied on a consistent basis throughout during the periods indicated (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Latest Interim Financial Statements, to normal and recurring year-end adjustments that will notadjustments, individually or allocation of shared expenses, and the absences of footnotes and in the aggregatecase of the Latest Interim Balance Sheet, be only with respect to the accounts reflected therein). The Annual Financial Statements fairly present in all material respects the financial position of the Business on a stand-alone basis as of the dates thereof and the absence Business’ results of footnotesoperations and cash flows for the periods then ended. The Latest Interim Balance Sheet fairly presents in all material respects the financial position of the assets and liabilities of the Business on a stand-alone basis that are reflected on the Latest Interim Balance Sheet and the Latest Interim Income Statement fairly presents in all material respect the Business’ results of operations for the period then ended.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated balance sheetssheet of Greenspring Associates, including LLC and its Subsidiaries referenced therein (the consolidated schedules of investments“Consolidated Subsidiaries”) as at December 31, of ECG as of 2020, December 31, 2019, December 31, 2018 and December 31, 20172018, and the related audited consolidated statements of operations, changes in members’ (deficit) equity equity, and cash flows income of ECGGreenspring Associates, LLC and the Consolidated Subsidiaries for the periods then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditorsGreenspring Associates, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPLLC’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheetsheet of Greenspring Associates, including LLC and the consolidated schedule of investmentsConsolidated Subsidiaries as at March 31, of ECG as of September 30, 20202021, and the related consolidated statements of operations, changes in members’ (deficit) equity and cash flows income of ECGGreenspring Associates, LLC and the Consolidated Subsidiaries, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a3.6(a)(i) of the Disclosure SchedulesLetter. The unaudited balance sheet of GBOS as at March 31, 2021 and the related statement of operations of GBOS (collectively referred to as the “GBOS Interim Financial Statements”) have been provided to Parent prior to the date hereof and are attached hereto as Schedule 3.6(a)(ii) of the Disclosure Letter. Each of the Financial Statements and the Interim Financial Statements (xi) have been prepared in accordance with the books and records of Greenspring Associates, LLC and the applicable Enhanced Entities, Consolidated Subsidiaries; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ); and (ziii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows income of Greenspring Associates, LLC and the applicable Enhanced Entities Consolidated Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to the omission of footnote disclosures and to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. The GBOS Interim Financial Statements (i) have been prepared in accordance with the books and records of GBOS; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated; and (iii) fairly present, in all material respects, the financial position, results of operations and income of GBOS as at the absence respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject to the omission of footnotesfootnote disclosures and to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated reviewed balance sheetssheets of the Company for the fiscal years ended as of 2018 and 2019 and the related reviewed statements of results of operations and cash flows of the Company, including and (ii) the consolidated schedules internally prepared balance sheets of investments, of ECG the Company for the fiscal year ended as of December 31, 2019, December 31, 2018 and December 31, 2017, 2020 and the related audited consolidated reviewed statements of operations, members’ (deficit) equity results of operations and cash flows of ECGthe Company for such time period, together with all related notes and schedules thereto, accompanied by the reports thereon of ECGthe Company’s independent auditors, and accountants (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet of the Company as of March 31, 2021 (such balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes and schedules thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020“Balance Sheet”), and the related consolidated statements of operations, members’ deficit results of operations and cash flows of ECPflows, together with all related notes and schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) are correct and complete in all material respects and have been prepared in accordance with the books and records of the applicable Enhanced EntitiesCompany, (yii) have been prepared in accordance with GAAP and have been applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ziii) fairly present, in all material respects, present the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesmaterial.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Section 3.5(a) of the Company Disclosure Schedules sets forth the following financial statements: (i) the audited consolidated balance sheetssheet of the Company and its Subsidiaries, including the consolidated schedules of investments, of ECG as of December 31November 30, 20192017 and November 30, December 312018, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheetsstatement of operations of the Company and its Subsidiaries for the years ended November 30, including 2017 and November 30, 2018, (iii) the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operationsshare capital and shareholders’ equity of the Company and its Subsidiaries for the years ended November 30, members’ deficit 2017 and November 30, 2018, (iv) the audited consolidated statements of cash flows of ECGthe Company and its Subsidiaries for the years ended November 30, together with all related notes thereto2017 and November 30, accompanied by 2018, (v) the reports thereon unaudited consolidated balance sheet of ECP’s independent auditors AAA UK Acquisition Co. Limited, as of February 28, 2019 and April 30, 2019 (the foregoing “Company Balance Sheet”), (vi) the unaudited consolidated statement of operations of AAA UK Acquisition Co. Limited for the periods ended February 28, 2019 and April 30, 2019, (vii) the unaudited consolidated statements of share capital and shareholders’ equity of the Company and its Subsidiaries for the periods ended February 28, 2019 and April 30, 2019 and (viii) the unaudited consolidated statement of cash flows of AAA UK Acquisition Co. Limited for the periods ended February 28, 2019 and April 30, 2019 (the items referred to in clauses (i) and through (ii) viii), with any notes thereto, being herein collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG ). Except as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(aset forth on Section 3.5(a) of the Company Disclosure Schedules. Each of , the Financial Statements and the Interim Financial Statements (x) have been prepared are consistent in accordance all material respects with the books and records of the applicable Enhanced Entities, (y) Company and its Subsidiaries and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated noted therein) in all material respects except, in the notes thereto) case of the unaudited Financial Statements, for the absence of footnotes and subject to year-end adjustments, and (zy) present fairly present, in all material respects, the consolidated combined financial position, position and the combined results of operations and cash flows of the applicable Enhanced Entities Company and its Subsidiaries as of the respective dates thereof and for or the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesthen ended.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and the Subsidiary as of at December 31, 20192009, December 31, 2018 2008 and December 31, 20172007, and the related audited consolidated statements of operationsincome, membersretained earnings, stockholders’ (deficit) equity and cash flows changes in financial position of ECGthe Company and the Subsidiary, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and the Subsidiary as of September at June 30, 20202010, and the related consolidated statements of operationsincome, membersretained earnings, stockholders’ (deficit) equity and cash flows changes in financial position of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, Company and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto Subsidiary for the six-month period then ended (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a3.7(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) are correct and complete in all material respects and have been prepared in accordance with the books and records of the applicable Enhanced EntitiesCompany and the Subsidiary, (yii) have been prepared in accordance with Danish GAAP (and with respect to revenue and revenue recognition only, GAAP) applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and applicable Law on good accounting practices, subject, in the case of the Interim Financial Statements, to the exceptions contained in Schedule 2.3(a), and (ziii) fairly present, in all material respects, the consolidated financial position, Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission. results of operations and cash flows of the applicable Enhanced Entities Company and the Subsidiary as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesmaterial.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Prior to the signing of this Agreement, the Company has delivered to Parent the (i) the audited consolidated balance sheets, including sheets of the consolidated schedules of investments, of ECG Company and the Subsidiaries as of December 31, 2019, December 31, 2018 2003 and December 31, 20172002, and the related consolidated audited consolidated statements of operationsincome, memberscash flow and stockholders’ (deficit) equity for the twelve-month periods then ended, in each case certified by the Company’s independent public accountants and cash flows of ECG, together with all related notes thereto, accompanied by a copy of such auditor’s report (the reports thereon of ECG’s independent auditors“Historical Financial Statements”), and (ii) the audited unaudited consolidated balance sheets, including sheet of the schedules of investments, of ECP Company and the Subsidiaries as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors 2004 (the foregoing clauses (i) and (ii) collectively referred to as the “Financial StatementsDecember 31 Balance Sheet”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020), and the related consolidated unaudited statements of operationsincome, memberscash flow and stockholders’ equity for the twelve-month period then ended (deficit) equity and cash flows of ECG, together with all related notes theretothe December 31 Balance Sheet, the “2004 Financials”), and (iviii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECP Company and its Subsidiaries as of September 30March 31, 20202005 (the “Latest Balance Sheet”), and the related consolidated unaudited statements of operations, members’ deficit income and cash flows of ECP, together with all related notes thereto flow for the three-month periods then ended (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Latest Financial Statements”), are attached hereto as Schedule 3.6(a; and (b) prior to Closing the Company will have delivered to Parent the audited consolidated balance sheet of the Disclosure SchedulesCompany and the Subsidiaries as of December 31, 2004 (the “Audited December 31 Balance Sheet”), and the related consolidated audited statements of income, cash flow and stockholders’ equity for the twelve-month period then ended, certified by the Company’s independent public accountants and accompanied by a copy of such auditor’s report (the “Audited Financial Statements”). Each of The Historical Financial Statements, the 2004 Financials and the Latest Financial Statements were, and the Interim Audited Financial Statements (x) have been will be, prepared in accordance with the books and records of the applicable Enhanced EntitiesCompany and the Subsidiaries and the Historical Financial Statements, (y) the 2004 Financials and the Latest Financial Statements fairly present, and the Audited Financial Statements will fairly present, the financial condition of the Company and the Subsidiaries as of the dates indicated and the results of operations cash flows and changes in shareholders’ equity of the Company and the Subsidiaries for the respective periods indicated, and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Latest Financial Statements, to normal and recurring year-end adjustments that will notadjustments). Neither the Company nor any Subsidiary has any Liability of a nature required to be disclosed on a balance sheet or in the notes to financial statements prepared in accordance with GAAP, which are individually or in the aggregateaggregate material to the business, be material results of operations or financial condition of the Company and the absence Subsidiaries taken as a whole, except for Liabilities adequately reflected or reserved against on the Latest Balance Sheet or as described on Section 4.9 of footnotesthe Disclosure Schedule and Liabilities incurred since the Latest Balance Sheet in the ordinary course of business that are not material to the Company and its Subsidiaries, taken as a whole, or as contemplated by Section 3.10 hereof.

Financial Statements; No Undisclosed Liabilities. (a) True and complete correct copies of (i) the audited consolidated balance sheets, including the consolidated schedules sheet of investments, of ECG JGW and its Subsidiaries as of December 31, 20192007, December 31, 2018 and 2008, December 31, 20172009, and the related audited consolidated statements of operations, memberschanges in stockholders’ (deficit) equity and cash flows of ECGJGW and its Subsidiaries for the fiscal years then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPJGW’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “JGW Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule sheet of investments, of ECG JGW and its Subsidiaries as of September 30, 20202010, and the related consolidated statements of operations, memberschanges in stockholders’ (deficit) equity and cash flows of ECG, together with all related notes thereto, JGW and its Subsidiaries for the year-to-date period (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “JGW Interim Financial Statements”), ) are attached hereto as Schedule 3.6(a4.6(a) of the JGW Disclosure Schedules. Each of the JGW Financial Statements and the JGW Interim Financial Statements (xi) have been prepared in accordance with the books and records of the applicable Enhanced Entities, JGW and its Subsidiaries; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ); and (ziii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities JGW and its Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the JGW Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesmaterial.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of at December 31, 2019, December 31, 2018 and December 31, 20172015, and the related consolidated audited consolidated statements of operationsincome, membersretained earnings, stockholders’ (deficit) equity and cash flows of ECGthe Company and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2016, and the related consolidated statements of income, retained earnings, stockholders’ equity and cash flows of the Company and its Subsidiaries, together with all related notes and schedules thereto, and (iii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September at June 30, 20202017, and the related consolidated statements of operationsincome, membersretained earnings, stockholders’ (deficit) equity and cash flows of ECGthe Company and its Subsidiaries, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes schedules thereto (collectively, the foregoing financial statements described in clauses (iiii) and (ivii) collectively are referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xA) are correct and complete in all material respects and have been prepared in accordance with the books and records of the applicable Enhanced Entities, Company and its Subsidiaries; (yB) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except (1) with respect to the Financial Statements, as may be indicated in the notes thereto) thereto and (z2) with respect to the Interim Financial Statements, for the absence of footnote disclosures and changes resulting from normal year-end adjustments); and (C) fairly present, in all material respects, present the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company and its Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesmaterial.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Copies of (i) the audited unaudited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of December 31, 2019, December 31, 2018 and December 31, 20172011, and the related audited unaudited consolidated statements statement of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investmentsincome, of ECP as of December 31, 2019, December 31, 2018 the Company and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors its Subsidiaries (the foregoing clauses (i) and (ii) collectively referred to as the “2011 Financial Statements”) and (iii) ), the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September 30December 31, 20202012, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule statement of investmentsincome, of ECP as of September 30, 2020, the Company and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto its Subsidiaries (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim 2012 Financial Statements”), are attached hereto as Schedule 3.6(a) the unaudited consolidated balance sheet of the Disclosure SchedulesCompany and its Subsidiaries as of December 31, 2013, and the related unaudited consolidated statement of income, of the Company and its Subsidiaries (collectively referred to as the “2013 Financial Statements”), the unaudited consolidated balance sheet of the Company and its Subsidiaries (the “Balance Sheet”) as of December 31, 2014 (the “Balance Sheet Date”), the related consolidated statement of income (collectively referred to as the “2014 Financial Statements”) and the unaudited income and expense statements for the current calendar year to the end of the last full month (collectively referred to as the “2015 Financial Statements”) have been included in the Data Room information. Each of the 2011 Financial Statements, the 2012 Financial Statements, the 2013 Financial Statements, the 2014 Financial Statements and the Interim 2015 Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of position and operations and cash flows of the applicable Enhanced Entities Company and its Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in . Other than the case of the Interim 2011 Financial Statements, to normal and recurring year-end adjustments that will notthe 2012 Financial Statements, individually or in the aggregate2013 Financial Statements, be material the 2014 Financial Statements and the absence 2015 Financial Statements, neither the Company nor any of footnotesits Subsidiaries are in possession of any financial statements or reports with respect to the financial statement and operations of the Company and its Subsidiaries.

Financial Statements; No Undisclosed Liabilities. (a) True Attached as Schedule 3.05(a)(i) of the Disclosure Letter are true, correct and complete copies of (iA) the unaudited statements of assets, liability and members’ capital of the Seller as of December 31, 2021 and December 31, 2020, and the related statements of revenues and expenses and statements of changes in members’ capital of the Seller for the fiscal years ended December 31, 2021 and December 31, 2020 (the “Seller 2021 and 2020 GAAP Financial Statements”), (B) the audited consolidated balance sheetsstatement of assets, including liability and members’ capital of the consolidated schedules of investments, of ECG Seller as of December 31, 2019, and the related statement of revenues and expenses and statement of changes in members’ capital of the Seller for the fiscal year ended December 31, 2018 and December 31, 20172019 (the “Seller Year-End 2019 Financial Statements”, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes theretothe Seller 2021 and 2020 GAAP Financial Statements, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Seller Year-End Financial Statements”) and (iiiC) the unaudited consolidated balance sheetstatement of assets, including liability and members’ capital of the consolidated schedule of investments, of ECG Seller as of September 30, 2020, 2022 (the “Seller Interim Balance Sheet”) and the related consolidated statements statement of operations, revenues and expenses and statement of changes in members’ capital for the nine-month period then ended (deficit) equity the “Seller Interim Financial Statements,” and cash flows of ECG, together with all related notes theretothe Seller Year-End Financial Statements, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Seller Pre-Signing Financial Statements”), are attached hereto as Schedule 3.6(a) of . Except with respect to the Disclosure Schedules. Each of the Seller Year-End 2019 Financial Statements and the Seller Interim Balance Sheet, the Seller Pre-Signing Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly presentinvolved, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Seller Interim Financial Statements, to normal and recurring year-end adjustments that (the effect of which will not, individually or in the aggregate, not be material materially adverse) and the absence of footnotesnotes (that, if presented, would not differ materially from those presented in the Seller Year-End Financial Statements). The Seller Year-End 2019 Financial Statements and the Seller Interim Balance Sheet have each been prepared in accordance with the cash basis method of accounting applied on a consistent basis throughout the periods involved. The Seller Pre-Signing Financial Statements fairly present in all material respects the financial condition of the Seller as of the respective dates they were prepared and the results of the operations of the Seller for the periods indicated. The books of account and financial records of the Seller are true and correct in all material respects and have been prepared and are maintained in accordance with sound accounting practice.

Financial Statements; No Undisclosed Liabilities. (a) True True, complete and complete correct copies of (i) the audited consolidated balance sheets, including the consolidated schedules sheet of investments, of ECG Xxxxxxx Holdings and its Subsidiaries as of at December 31, 2019, December 31, 2018 2014 and December 31, 2017, 2013 and the related audited consolidated statements of operationsincome and changes in equity of United Surgical Partners International, members’ Inc. (deficit“Xxxxxxx Public Filer”) equity and cash flows of ECGits Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPXxxxxxx Public Filer’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Xxxxxxx Financial Statements”) and (iii) the unaudited consolidated balance sheetstatement of income of Xxxxxxx Public Filer and its Subsidiaries for the two-month period ended February 28, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ 2015 (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Xxxxxxx Interim Financial Statements”), ) are attached hereto as Schedule 3.6(a4.5(a) of the Xxxxxxx Disclosure Schedules. Each of the Financial Statements and the Interim Xxxxxxx Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (yi) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ); and (zii) fairly present, in all material respects, present the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Xxxxxxx Holdings and its Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subjecttherein. From December 31, 2013 until the date of this Agreement, there has been no change in the case any accounting policies, principles, methods or practices, including any such change with respect to reserves (whether with respect to bad debts, contingent liabilities or otherwise), of the Interim Financial StatementsXxxxxxx Holdings or its Subsidiaries, to normal and recurring year-end adjustments that will except as required by GAAP or as would not, individually or in the aggregate, be material have a Xxxxxxx Material Adverse Effect. Each of the Xxxxxxx Interim Financial Statements (i) have been prepared in good faith by or under the direction of management of Xxxxxxx Public Filer and are derived from the absence books and records of footnotesXxxxxxx Public Filer, which books and records are the basis of the audited consolidated financial statements of Xxxxxxx Public Filer and (ii) fairly present the financial condition and results of operations and cash flows of Xxxxxxx Public Filer and its Subsidiaries as of the respective dates thereof and for the periods indicated therein, in each case of (i) and (ii), except as would not, individually or in the aggregate, have a Xxxxxxx Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) True and complete correct copies of (i) the audited consolidated balance sheets, including the consolidated schedules sheets of investments, of ECG Peach Group and its Subsidiaries as of December 31, 2019, December 31, 2018 2008 and December 31, 20172009, and of Orchard and its Subsidiaries as of December 31, 2007 and December 31, 2008, and the related audited consolidated statements of operations, memberschanges in stockholders’ (deficit) equity and cash flows of ECGPeach Group and their Subsidiaries for the fiscal years then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of ECGPeach Group’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPOrchard’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Peach Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule sheet of investments, of ECG Peach Inc. and its Subsidiaries as of September 30, 20202010, and the related consolidated statements of operations, memberschanges in stockholders’ (deficit) equity and cash flows of ECG, together with all related notes thereto, Peach Inc. and its Subsidiaries for the year-to-date period (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Peach Interim Financial Statements”), ) are attached hereto as Schedule 3.6(a) of the Peach Disclosure Schedules. Each of the Peach Financial Statements and the Peach Interim Financial Statements (xi) have been prepared in accordance with the books and records of the applicable Enhanced Peach Entities, ; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ); and (ziii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Peach Entities as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Peach Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesmaterial.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Section 3.5 of the Company Disclosure Letter contains (i) the audited consolidated balance sheetssheets of the Company, including the consolidated schedules of investments, of ECG Company Subsidiaries and the Related Entities as of December 31, 2019, December 31, 2018 2010 and December 31, 20172009, and the related audited consolidated statements of operationsincome, members’ (deficit) stockholders' equity and cash flows of ECGfor the fiscal years ended December 31, together with 2010 and December 31, 2009, all related notes thereto, accompanied certified by the reports thereon of ECG’s Company's independent auditorsaccountants, and (ii) the audited unaudited consolidated balance sheetssheet of the Company, the Company Subsidiaries and the Related Entities as of August 31, 2011 (the "Balance Sheet Date"), together with the unaudited consolidated statements of income, stockholders' equity, and cash flows for the eight-month period then ended. The financial statements referred to above, including the schedules of investmentsfootnotes thereto (collectively, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “"Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”"), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced EntitiesGAAP, (y) have been prepared in accordance with GAAP as applied on a consistent basis throughout the periods indicated (covered thereby, except as may be indicated expressly described therein or in Section 3.5 of the Company Disclosure Letter and in the case of the unaudited consolidated balance sheet, except for the absence of notes thereto) thereto and (zsubject to normal and recurring year-end adjustments, which will not be material. Except as set forth in Section 3.5 of the Company Disclosure Letter, the audited consolidated balance sheets of the Company referred to in Section 3.5(a) fairly present, in all material respects, the consolidated financial positionposition of the Company, the Company Subsidiaries and the Related Entities as at December 31, 2010 and December 31, 2009, respectively, and the related consolidated statements of income, stockholders' equity and cash flows fairly present, in all material respects, the consolidated results of operations the operations, stockholders' equity and cash flows of the applicable Enhanced Company, the Company Subsidiaries and the Related Entities for the fiscal years then ended. Except as set forth in Section 3.5 of the Company Disclosure Letter, the unaudited consolidated balance sheet of the Company referred to in Section 3.5(a) fairly presents, in all material respects, the consolidated financial position of the Company, the Company Subsidiaries and the Related Entities as at the Balance Sheet Date and the related consolidated statements of income, stockholders' equity and cash flows fairly present, in all material respects, the consolidated results of the respective dates thereof operations, stockholders' equity and cash flows of the Company, the Company Subsidiaries and the Related Entities for the respective periods indicated thereinperiod indicated, except as otherwise noted therein for the absence of notes thereto and subject, in the case of the Interim Financial Statements, subject to normal and recurring year-end adjustments audit adjustments. The Company and the Company Subsidiaries do not have any Liabilities, except (i) Liabilities reflected in the consolidated balance sheet of the Company and the Company Subsidiaries as of the Balance Sheet Date, (ii) Liabilities incurred in the ordinary course of business since the Balance Sheet Date or that will notare included in Closing Date Working Capital or Minimum Closing Cash, (iii) Liabilities described in the Company Disclosure Letter or, because of their immaterial size or nature (individually or in the aggregate) were not required to be described in the Company Disclosure Letter, be material (iv) Liabilities for Company Transaction Expenses, and (v) future executory Liabilities arising under any Contract (other than as a result of a breach thereof); provided that, notwithstanding the absence foregoing, Section 3.5(d) of footnotesthe Company Disclosure Letter does contain a complete and accurate list of all of the Company's letters of credit, surety bonds, performance guaranties, deposits and other similar arrangements that are subject to the risk of performance.

Financial Statements; No Undisclosed Liabilities. (a) True The Company has previously furnished the Acquiror with true and complete correct copies of (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of at December 31, 20192008, and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2018 2007 and December 31, 20172006, and the related audited unaudited consolidated statements of operationsincome, membersstockholders’ (deficit) equity and cash flows of ECGthe Company and its Subsidiaries, together with all related notes and schedules thereto, accompanied by (in respect of the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP sheet as of at December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG2008 (such balance sheet, together with all related notes and schedules thereto, accompanied by the reports “Balance Sheet”) the report thereon of ECPthe Company’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheetsheet of the Company and its Subsidiaries as at March 31, including the consolidated schedule of investments, of ECG as of September June 30, 2020September 30 and December 31, 2009 (the December 31, 2009 balance sheet being referred to herein as the “Interim Balance Sheet”), and the related consolidated statements of operationsincome, membersstockholders’ (deficit) equity and cash flows of ECGthe Company and its Subsidiaries, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) have been prepared from, and are in accordance with with, the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) Company and its Subsidiaries; and (zii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company and its Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and material. Since the absence date of footnotesthe Balance Sheet, none of the Company nor any of its Subsidiaries has made any change in any method of accounting or accounting practice or policy, except as required by GAAP.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of December 31, 20192005, December 31, 2018 2006 and December 31, 20172007, and the related audited consolidated statements of operationsincome, membersretained earnings, shareholders’ (deficit) equity and cash flows changes in financial position of ECGthe Company and its Subsidiaries for the periods covered therein, together with all related notes and schedules thereto, accompanied by the reports thereon of ECGthe Company’s independent auditorsauditors (collectively, and the “Company Annual Financial Statements”), (ii) the audited unaudited consolidated balance sheets, including sheet of the schedules of investments, of ECP Company and its Subsidiaries as of December 31June 30, 2019, December 31, 2018 and December 31, 20172008, and the related audited consolidated statements of operationsincome, membersretained earnings, shareholders’ deficit equity and cash flows changes in financial position of ECGthe Company and its Subsidiaries for the six months and quarter then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of July 31, 2008, August 31, 2008 and September 30, 20202008, and the related consolidated statements of operationsincome, membersretained earnings, shareholders’ (deficit) equity and cash flows changes in financial position of ECG, together with all related notes theretothe Company and its Subsidiaries for the month then ended, and (iv) any 42 subsequent financials delivered pursuant to Section 5.20 (collectively, the unaudited consolidated balance sheetfinancial statements delivered pursuant to clauses (ii) through (iv), including the consolidated schedule of investments, of ECP as of September 30, 2020“Company Interim Financial Statements”, and with the related consolidated statements of operationsCompany Annual Financial Statements, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Company Financial Statements”), are attached hereto as Schedule 3.6(a4.6(a) of the Company Disclosure SchedulesSchedule, or with respect to any financial statements to be delivered pursuant to Section 5.20, will be delivered to Parent pursuant thereto. Each of the Company Financial Statements and are, or in the case of the Company Interim Financial Statements to be delivered pursuant to Section 5.20, when so delivered will be (xi) correct and complete in all material respects and have been prepared in accordance with the books and records of the applicable Enhanced Entities, Company and its Subsidiaries; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ); and (ziii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company and its Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Company Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. The Company Financial Statements do not contain any material and items of a special or nonrecurring nature, except as expressly stated therein. Except for the absence Subsidiaries of footnotesthe Company listed on Schedule 4.1(a) of the Company Disclosure Schedule, no financial statements of any other Person are required by GAAP to be consolidated in the financial statements of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited unaudited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of December 31, 20192016, and the unaudited consolidated statement of income of the Company and its Subsidiaries for the 12-month period ending as of December 31, 2018 and December 31, 2017, and 2016 (the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors“2016 Financials”), and (ii) the audited consolidated balance sheets, including sheet of the schedules of investments, of ECP Company and its Subsidiaries as of December 31, 20192015, and the audited consolidated statement of income of the Company and its Subsidiaries for the 12-month period ending as of December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors 2015 (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) ), and (iii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September June 30, 20202017, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including statement of income of the consolidated schedule of investments, of ECP Company and its Subsidiaries for the six-month period ending as of September June 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto 2017 (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a3.7(a)(i) of the Disclosure Schedules. Each Except as set forth on Schedule 3.7(a)(ii) of the Disclosure Schedules, each of the Financial Statements and the Interim Financial Statements (xA) have been prepared in accordance with the books and records of the applicable Enhanced EntitiesCompany and its Subsidiaries, (yB) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the any notes or schedules thereto) and (zC) fairly present, in all material respects, the consolidated financial position, position and results of operations and cash flows of the applicable Enhanced Entities Company and its Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein ; provided that (x) the 2016 Financials and subject, in the case of the Interim Financial StatementsStatements are unaudited and lack footnotes and other presentation items, and (y) the Interim Financial Statements are subject to normal and recurring year-end adjustments that will notare not expected to be material, individually or in the aggregate, be material to the Company and the absence of footnotesits Subsidiaries taken as a whole.

Financial Statements; No Undisclosed Liabilities. (a) True Section 4.5 of the Company Disclosure Letter sets forth true, correct and complete copies of (i) the audited consolidated balance sheetssheet of ITT Holdings and its Subsidiaries and the related consolidated statements of income, including comprehensive income, changes in member’s equity and cash flows for the consolidated schedules of investments, of ECG as of fiscal years ended December 31, 20192019 (such date, the “Balance Sheet Date” and, such financial statements, the “2019 Audited Financial Statements”) and December 31, 2018 and December 31(collectively, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Audited Financial Statements”) and (iiiii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG as of September 30, 2020, Company and the Company Subsidiaries and the related consolidated statements of operationsincome, members’ (deficit) comprehensive income, changes in member’s equity and cash flows of ECG, together with all related notes thereto, and (ivx) for the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September six (6) months ended June 30, 2020, 2020 and the related consolidated statements of operationseight (8) months ended August 31, members’ deficit and cash flows of ECP, together with all related notes thereto 2020 (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”) and (y) for the fiscal years ended December 31, 2019 and December 31, 2018 (the financial statements described in this clause (ii), are attached hereto as Schedule 3.6(a) of collectively, with the Disclosure SchedulesAudited Financial Statements, the “Financial Statements”). Each of the Financial Statements and the Interim The Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (yA) have been prepared in accordance with GAAP consistently applied on a consistent basis throughout during the periods indicated (except as may be indicated in the notes thereto) period involved and (zB) fairly present, in all material respects, the consolidated financial position, results of operations and operations, cash flows and changes in member’s equity of ITT Holdings and its Subsidiaries or the applicable Enhanced Entities Company and the Company Subsidiaries, as applicable, as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and (subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will are not, individually or in the aggregate, be material in amount and nature, and to the absence of certain footnotes., which, if presented, would not differ materially from those presented in the Audited Financial Statements). (b) The Company and the Company Subsidiaries do not have any Liabilities that are required to be set forth in an audited consolidated balance sheet prepared in accordance with GAAP, except for Liabilities (i) expressly reflected in or reserved against on the consolidated balance sheet of the Company and the Company Subsidiaries as of the Balance Sheet Date, (ii) incurred in connection with the transactions contemplated by this Agreement, or (iii) incurred in the ordinary course of business since the Balance Sheet Date. Section 4.6

Financial Statements; No Undisclosed Liabilities. (a) True The Company has heretofore furnished to Acquiror true and complete copies of (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company as of December 31, 2019, December 31, 2018 2016 and December 31, 20172015, and the related audited consolidated statements of operationsincome, memberschanges in stockholders’ (deficit) equity and cash flows of ECGthe Company for the 12-month periods then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of ECGthe Company’s independent auditors, and (ii) a draft of the audited consolidated balance sheets, including sheet of the schedules of investments, of ECP Company as of December 31, 2019, December 31, 2018 and December 31, 2017, 2017 and the related audited consolidated statements of operationsincome, memberschanges in stockholders’ deficit equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors Company for the 12-month periods then ended (the foregoing financial statements referred to in clauses (i) and (ii) collectively referred to as the “Company Annual Financial Statements”) and (iii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company as of September 30March 31, 20202018, and the related consolidated unaudited statements of operationsincome, memberschanges in stockholders’ (deficit) equity and cash flows of ECGthe Company for the three-month period then ended, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to herein as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (A) are, or will be when delivered, correct and the Interim Financial Statements (x) complete in all material respects and have been prepared in accordance with the books and records of the applicable Enhanced Entities, Company; (yB) have been been, or will be when delivered, prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and with respect to the Interim Financial Statements, for the absence of notes; and (zC) fairly present, or will fairly present when delivered, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesmaterial.

Financial Statements; No Undisclosed Liabilities. (a) True The Company has made available to Parent true and complete copies (such financial statements, the “Company Financial Statements”) of (ia) the audited consolidated balance sheets, including sheet of the Company and its consolidated schedules of investments, of ECG Subsidiaries as of December 31, 20192020, December 31, 2018 2019 and December 31, 2017, 2018 and the related audited consolidated statements of operationsincome, members’ (deficit) equity and cash flows and stockholders’ equity for each fiscal year of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, Company then ended and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iiib) the unaudited consolidated balance sheet, including sheet of the Company and its consolidated schedule of investments, of ECG Subsidiaries (the “Interim Balance Sheet”) as of September June 30, 20202021 (the “Interim Balance Sheet Date”), and the related unaudited consolidated statements of operations, members’ (deficit) equity income and cash flows for the five (5)-month period then ended. Except as set forth on Schedule 3.5, subject in the case of ECG, together with all related notes thereto, and (iv) unaudited Financial Statements to the absence of certain footnotes not customarily included in the unaudited consolidated balance sheetquarterly financial statements and normal year-end adjustments, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Company Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (yi) have been prepared in accordance with GAAP applied on a consistent basis in all material respects throughout the periods indicated (covered thereby, except as may be indicated in the notes thereto) , and (zii) fairly present, in all material respects, the consolidated financial position, position of the Group Companies as of the dates thereof and their consolidated results of operations for the periods then ended. The Company maintains a standard system of accounting established and cash flows administered in accordance with GAAP. Except as set forth on Schedule 3.5, the Company has no liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise, except (a) those which are adequately reflected or reserved against in the applicable Enhanced Entities Interim Balance Sheet as of the respective dates thereof Interim Balance Sheet Date, and for the respective periods indicated therein, except as otherwise noted therein and subject, (b) those which have been incurred in the case of Ordinary Course consistent with past practice since the Interim Financial Statements, to normal Balance Sheet Date and recurring year-end adjustments that will which are not, individually or in the aggregate, be material and the absence of footnotesin amount.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Copies of (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of at December 31, 2019, December 31, 2018 2013 and December 31, 2017, 2012 and the related audited consolidated statements of operationsincome, membersretained earnings, stockholders’ (deficit) equity and cash flows changes in financial position of ECGthe Company and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of at September 30, 20202014 (the “Balance Sheet”), and the related consolidated statements of operationsincome, membersretained earnings, stockholders’ (deficit) equity and cash flows changes in financial position of ECGthe Company and its Subsidiaries, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) have has been prepared in accordance with based on the books and records of the applicable Enhanced EntitiesCompany and its Subsidiaries (except as may be indicated in the notes thereto), (yii) have has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ziii) fairly presentpresents, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company and its Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesnotes. Since December 31, 2012, there has been no change in any accounting policy or practice and no material change in any accounting procedure of the Company or its Subsidiaries, except for such changes described in the Financial Statements or required by Law.

Financial Statements; No Undisclosed Liabilities. (aA) True and complete copies of (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of at December 31, 2019, December 31, 2018 2004 and December 31, 2017, 2005 and the related audited consolidated statements of operationsincome, members’ (deficit) retained earnings, stockholders' equity and cash flows changes in financial position of ECGthe Company and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s Company's independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “"Financial Statements”") and (iii) the unaudited consolidated balance sheetsheet of the Company and its Subsidiaries as at December 31, including 2006 (the consolidated schedule of investments, of ECG as of September 30, 2020"Balance Sheet"), and the related consolidated statements of operationsincome, members’ (deficit) retained earnings, stockholders' equity and cash flows changes in financial position of ECGthe Company and its Subsidiaries, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim "Unaudited Financial Statements”), ") are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Unaudited Financial Statements (xi) are correct and complete in all material respects and have been prepared in accordance with the books and records of the applicable Enhanced EntitiesCompany and its Subsidiaries, (yii) except as set forth on Schedule 3.6(a) of the Disclosure Schedules, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ziii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company and its Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, except that interim financial statements omit footnotes and are subject to normal and recurring customary year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesaccruals.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (ix) the unaudited balance sheet of the Company as at December 31, 2007, and the related unaudited statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company, (y) the audited consolidated balance sheets, including sheets of the consolidated schedules of investments, of ECG Company as of at December 31, 2019, December 31, 2018 2006 and December 31, 20172005, and the related audited consolidated statements of operationsincome, membersretained earnings, stockholders’ (deficit) equity and cash flows changes in financial position of ECGthe Company, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses (ix) and (iiy) being collectively referred to as the “Financial Statements”) are attached hereto as Schedule 3.6(a) of the Disclosure Schedules and (iiiz) the unaudited consolidated balance sheetsheet of the Company as at January 31, including the consolidated schedule of investments, of ECG as of September 30, 20202008, and the related consolidated unaudited statements of operationsincome, membersretained earnings, stockholders’ (deficit) equity and cash flows changes in financial position of ECGthe Company, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto ) will be provided as a supplement to Schedule 3.6(a) of the Disclosure SchedulesSchedules by the Company prior to the Closing. Each of the Financial Statements and the Interim Financial Statements (xi) are correct and complete in all material respects and have been prepared in accordance with the books and records of the applicable Enhanced Entities, Company; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ); and (ziii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company as of at the respective dates thereof and for the respective periods indicated therein, except (A) as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and (B) for the absence December 31, 2007 tax provision, deferred tax asset and deferred tax liabilities balances set forth in the Financial Statements as at December 31, 2007, which may change materially, provided that the amounts of footnotessuch changes shall be provided by the Company to the Parent prior to the Closing.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated balance sheetssheet of ARI and its Subsidiaries as at December 31, including 2017 and AppRiver and its Subsidiaries as at December 31, 2016 and December 31, 2015, and the related consolidated schedules statements of investmentsincome, retained earnings, members’ equity and changes in financial position of ECG ARI or AppRiver, as applicable, and its respective Subsidiaries, for the years then ended (provided, that the statements of income and retained earnings for the periods ending as of December 31, 20192017, December 31relate to the stub year period from October 5, 2018 and 2017 to December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG), together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and schedules thereto (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the ), an unaudited consolidated balance sheet of ARI and its Subsidiaries as of October 31, 2018 (such balance sheet, including together with all related notes and schedules thereto, the consolidated schedule of investments, of ECG as of September 30, 2020, “2018 Balance Sheet”) and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes theretoincome, and changes in financial position of ARI and its Subsidiaries for the ten months then ended (iv) collectively with the unaudited consolidated balance sheet2018 Balance Sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a3.7(a) of the Disclosure Schedules. Each of the Financial Statements and Statements, the 2018 Balance Sheet, the Interim Financial Statements Statements, and, when delivered pursuant to Section 5.12(a), each set of the Pre-Closing Monthly Financial Statements, (xi) have been prepared in accordance with the books and records of the applicable Enhanced EntitiesARI or AppRiver, as applicable, and its respective Subsidiaries, (yii) except for the matters set forth in Schedule 3.7(a)(ii) of the Disclosure Schedules with respect to the 2018 Balance Sheet, have been prepared in accordance with GAAP (applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ziii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities ARI or AppRiver, as of applicable, and its respective Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial StatementsStatements and each set of Pre-Closing Monthly Financial Statements (when delivered pursuant to Section 5.12(a)), to normal and recurring year-end adjustments and reclassifications that will not, individually or in the aggregate, be material and the absence of footnotesmaterial.