Financial Capability. The Purchaser at each Closing will have available funds necessary to consummate each Closing of the Purchase Securities to be purchased by it on the terms and conditions contemplated by this Agreement.

Financial Statements. Borrowers' most recent unaudited financial statements as of and at September 30, 2023, which have been furnished to the Bank have been prepared in conformity with sound accounting principles, consistently applied, show all material liabilities, direct and contingent, and fairly present the financial condition of Borrowers as of the date of such statements and the results of their operations for the period then ended, and since the date of such statements there has been no Material Adverse Change in the business, financial condition or operations of Borrowers.

Financial Statements Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

Financial Covenant. (a) Solely in respect of the Revolving Credit Facility, permit the First Lien Net Leverage Ratio as of the last day of any such fiscal quarter of ESI to exceed 5.00 to 1.00 provided that, notwithstanding the foregoing, the financial covenant set forth in this [Section 8.10] shall be tested as of the last day of any such fiscal quarter only in the event that, on the last day of such fiscal quarter, the Total Outstandings (excluding Letters of Credit which have been Cash Collateralized in accordance with this Agreement) is greater than 30.0% of the Total Revolving Credit Commitments (such occurrence, a “Triggering Event”).

Financial Statements. Copies of the [[Organization A:Organization]]’s audited financial statements consisting of the balance sheet of the Business as at December 31 in each of the years 2015 and 2016 and the related statements of income and retained earnings, member' equity and cash flow for the years then ended (the “Audited Financial Statements”), and internally prepared financial statements consisting of the balance sheet of the Business for year-ends December 31, 2017 and 2018, and the related statements of income and retained earnings, members’ equity and cash flow for the periods then ended (the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”) are attached to [Schedule 4.4] of the Disclosure Schedules. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes. The Financial Statements fairly present in all material respects the financial condition of the Business as of the respective dates they were prepared and the results of the operations of the Business for the periods indicated.

Financial Ability. Sinclair has commitments for, and will have at Closing, sufficient funds to consummate, the transactions contemplated by this Agreement, including paying when due the Estimated Closing Consideration, the Intercompany Account balance, any Excess Amount and all fees and expenses incurred by it in connection with the transactions contemplated hereby. Immediately after Closing and after giving effect to the transactions contemplated by this Agreement, the payment of the Estimated Closing Consideration and the payment of all fees and expenses related to the transactions contemplated hereby, Sinclair will be solvent.

Financial Statements. The ​ shall have received the audited financial statements for the Borrower and its consolidated Subsidiaries for the fiscal year ended December 31, 2021 and unaudited financial statements for the Borrower and its consolidated Subsidiaries for the fiscal quarters ended March 31, 2022, June 30, 2022 and September 30, 2022. The Administrative Agent and ​ acknowledge having received the financial statements referred to above.

Financial Covenants. Notwithstanding anything to the contrary contained in Section ‎8.01, in the event that the Borrower fails to comply with the requirements of the financial covenants set forth in Section ‎6.15 as of the last day of any fiscal quarter for which such covenant is tested, until the expiration of the 10th Business Day subsequent to the Cure Specified Date for such fiscal quarter, the Borrower shall have the right to give written notice (the “Cure Notice”), on or prior to the 10th Business Day subsequent to such Cure Specified Date, to the Administrative Agent of the intent of the Borrower to issue Permitted Cure Securities for cash or otherwise contribute cash common equity and/or other Qualified Stock to the capital of the Borrower (collectively, the “Cure Right”) and, upon contribution of the net cash proceeds (such net cash proceeds, the “Cure Amount”) to the Borrower as cash common equity and/or other Qualified Stock after the Cure Specified Date for such fiscal quarter pursuant to the exercise by the Borrower of such Cure Right, which exercise shall be made after such Cure Specified Date on or before the 10th Business Day subsequent to such Cure Specified Date, the covenant set forth in Section ‎6.15 shall be recalculated giving effect to the following adjustments on a Pro Forma Basis:

Financial Statements. The financial statements of Seller for the period ended June 30, 2021 delivered to Purchaser are true and accurate in all material respects and fairly present the financial condition of the Seller. Among the books and records that will be delivered at Closing will be sufficient documentation supporting the financial statements as to permit an audit of the financial statements in accordance with audit policies of the PCAOB.

Financial Records. Manager shall have primary responsibility for creating and maintaining all financial records relating to the operations of Provider Headquarters and the Wound Care Business. The maintenance and management of all files and records shall comply with all applicable federal, Utah and local statutes, laws, rules and regulations. Provider and Manager agree to execute all necessary agreements or addendums to this Agreement for purposes of compliance with all applicable law. Manager shall give Provider full access to all financial records relating to Provider during reasonable business hours and upon adequate notice.