No Material Adverse Change. No material adverse change shall have occurred in the financial condition or operations of the Companies since January 31, 2020; provided that the impact of COVID-19 on the Borrower and its Subsidiaries that have occurred and were disclosed to or discussed with the Administrative Agent prior to the Closing Date or is otherwise general public knowledge prior to the Closing Date shall be disregarded.

No Material Change (a) No material adverse change shall have occurred since August 31, 2022 # in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of Borrower and its Subsidiaries, taken as a whole, or # in facts and information regarding such entities as represented to the Administrative Agent or any Lender on or prior to the Closing Date; and # no change shall have occurred in the condition or operations of Borrower since August 31, 2022 which could reasonably be expected to result in a Material Adverse Effect.

No Material Adverse Change. Since December 31, 2018, there has been no material adverse change in the business, assets, operations, liabilities (actual or contingent) or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, and no event has occurred or condition arisen that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change. Since September 30, 2021, except as disclosed # in any of the Company’s Form 10-Q, 10-K, or 8-K filings with the Commission subsequent to September 30, 2021 but prior to the Closing Date, or # in any letter or confidential offering memorandum delivered by the Company to the Administrative Agent and the Lenders prior to the Closing Date, there has occurred no change in the business, properties, financial condition, performance, or results of operations of the Company and its Subsidiaries taken as a whole, or any other event which has had or would reasonably be expected to have a Material Adverse Effect.