Common use of Financial Statements; No Material Adverse Change Clause in Contracts

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower which have been or may hereafter be delivered by Borrower to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, since the date of the most recent audited financial statements furnished by Borrower to Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower Borrowers which have been or may hereafter be delivered by Borrower Borrowers to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower Borrowers as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower Borrowers to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of BorrowerBorrowers, since the date of the most recent audited financial statements furnished by Borrower Borrowers to Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower which have been or may hereafter be delivered by Borrower to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation operations of Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, since the date of the most recent audited financial statements furnished by Borrower to Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower Borrowers which have been or may hereafter be delivered by Borrower Borrowers to Lender have been prepared in accordance with GAAP (except as to any interim financial statements, to the extent such statements are subject to normal year-end adjustments and do not include any notes) and fairly present the financial condition and the results of operation of Borrower Borrowers as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower Borrowers to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, Material Adverse Change since the date of the most recent audited financial statements furnished by Borrower Borrowers to Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower Borrowers which have been or may hereafter be delivered by Borrower Borrowers to Agent or any Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation operations of Borrower Borrowers as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower Borrowers to Agent or any Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of BorrowerBorrowers, since the date of the most recent audited financial statements furnished by Borrower Borrowers to Agent or any Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower Borrowers which have been or may hereafter be delivered by Borrower Borrowers to Lender Bank have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower Borrowers as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower Borrowers to Lender Bank prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrowerthe Borrowers on a consolidated basis, since the date of the most recent audited financial statements furnished by Borrower Borrowers to Lender Bank prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. (a) All financial statements relating to any Borrower which have been or may hereafter be delivered by any Borrower to Lender Agent and Lenders have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of such Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower Borrowers to Lender Agent prior to the date of this Agreement, there has been no material adverse change in the assetsact, liabilities, properties and condition, financial condition or otherwise, of Borrower, event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements furnished by Borrower Borrowers to Lender Agent prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower which have been or may hereafter be delivered by Borrower to Lender have been prepared in accordance with GAAP and fairly present in all material respects the financial condition and the results of operation operations of Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, since the date of the most recent audited financial statements furnished by Borrower to Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial ------------------------------------------------ statements relating to Borrower which have been or may hereafter be delivered by Borrower to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, since the date of the most recent audited financial statements furnished by Borrower to Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower Borrowers which have been or may hereafter be delivered by Borrower Borrowers to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower Borrowers as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower Borrowers to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of BorrowerBorrowers, taken as a whole since the date of the most recent audited financial statements furnished by Borrower Borrowers to Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial ------------------------------------------------ statements relating to Borrower Borrowers which have been or may hereafter be delivered by Borrower Borrowers to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower Borrowers as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower Borrowers to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of BorrowerBorrowers, since the date of the most recent audited financial statements furnished by Borrower Borrowers to Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower which have been or may hereafter be delivered by Borrower to Lender have been prepared in accordance with GAAP and fairly present in all material respects the financial condition and the results of operation of Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, since the date of the most recent audited financial statements furnished by Borrower to Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower which have been or may hereafter be delivered by Borrower to Lender Agent have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender Agent prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, since the date of the most recent audited financial statements furnished by Borrower to Lender Agent prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower which have been or may hereafter be delivered by Borrower to Lender have been prepared in accordance with GAAP GAAP, are true and correct in all material respects, and fairly present the financial condition and the results of operation operations of Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, since the date of the most recent audited financial statements furnished by Borrower to Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower Borrowers which have been or may hereafter be delivered by Borrower Borrowers to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower Borrowers as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower Borrowers to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of any Borrower, since the date of the most recent audited financial statements furnished by Borrower Borrowers to Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. (a) All financial ---------------------------------------------------- statements relating to Borrower which have been or may hereafter be delivered by Borrower to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, since the date of the most recent audited financial statements furnished by Borrower to Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower Borrowers or its affiliates which have been or may hereafter be delivered by Borrower Borrowers to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower Borrowers and their affiliates as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower Borrowers to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of either Borrower, since the date of the most recent audited financial statements furnished by Borrower Borrowers to Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower Borrowers which have been or may hereafter be delivered by either Borrower to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower Borrowers as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower Borrowers to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of either Borrower, since the date of the most recent audited financial statements furnished by Borrower Borrowers to Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower which have been or may hereafter be delivered by Borrower to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, condition of Borrower, on a consolidated basis, since the date of the most recent audited financial statements furnished by Borrower to Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to each US Borrower which have been or may hereafter be delivered by Borrower it to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower it as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by each US Borrower to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrowerit, since the date of the most recent audited financial statements furnished by Borrower it to Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements statements, save for drafts thereof, relating to Borrower which have been or may hereafter be delivered by Borrower to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, since the date of the most recent audited financial statements furnished by Borrower to Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower which have been or may hereafter be delivered by or on behalf of Borrower to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by or on behalf of Borrower to Lender prior to the date of this Agreement, there has been no material adverse change in Material Adverse Change relating to the assets, liabilities, properties and condition, financial or otherwise, of Borrower, since the date of the most recent audited financial statements furnished by or on behalf of Borrower to Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower Borrowers which have been or may hereafter be delivered by Borrower Borrowers to Lender Agents have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower Borrowers as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower Borrowers to Lender Agents prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of any Borrower, since the date of the most recent audited financial statements furnished by Borrower Borrowers to Lender Agents prior to the date of this AgreementAgreement that might have a Material Adverse Effect.

Financial Statements; No Material Adverse Change. All financial ------------------------------------------------ statements relating to Borrower Borrowers which have been or may hereafter be delivered by Borrower Borrowers to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower Borrowers as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower Borrowers to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, Borrowers since the date of the most recent audited financial statements furnished by Borrower Borrowers to Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower which have been or may hereafter be delivered by Borrower to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender prior to the date of this Agreement, there has been no material adverse change as of the date of this Agreement in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, since the date of the most recent audited financial statements furnished by Borrower to Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower which have been or may hereafter be delivered by Borrower to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower as at of the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, since the date of the most recent audited financial statements furnished by Borrower to Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to any Borrower which have been or may hereafter be delivered by any Borrower to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation operations of such Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower Borrowers to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of any Borrower, since the date of the most recent audited financial statements furnished by such Borrower to Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower which have been or may hereafter be delivered by Borrower to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, since the date of the most recent audited financial statements furnished by Borrower to Lender prior to the date of this Agreement.. 8.3

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower which have been or may hereafter be delivered by Borrower to Lender Agent have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender Agent prior to the date of this Agreement, there has been no material adverse change as of the date of this Agreement in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, since the date of the most recent audited financial statements furnished by Borrower to Lender Agent prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower Borrowers which have been or may hereafter be delivered by Borrower Borrowers to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower Borrowers as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower Borrowers to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of BorrowerBorrowers, on a consolidated basis, since the date of the most recent audited financial statements furnished by Borrower Borrowers to Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower which have been or may hereafter be delivered by Borrower to Lender Agent or Lenders have been prepared in accordance with GAAP and fairly present in all material respects the financial condition and the results of operation of Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender Agent and Lenders prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, since the date of the most recent audited financial statements furnished by Borrower to Lender Agent and Lenders prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower Borrowers which have been or may hereafter be delivered by Borrower Borrowers to Agent or Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower Borrowers as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower Borrowers to Agent or Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of BorrowerBorrowers, since the date of the most recent audited financial statements furnished by Borrower Borrowers to Agent or Lender prior to the date of this Agreement.

Financial Statements; No Material Adverse Change. All financial statements relating to any Borrower which have been or may hereafter be delivered by any Borrower to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of the applicable Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by any Borrower to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of any Borrower, since the date of the most recent audited financial statements furnished by Borrower Borrowers to Lender prior to the date of this Agreement.. 8.3

Financial Statements; No Material Adverse Change. All financial statements relating to Borrower and its Subsidiaries which have been or may hereafter be delivered by Borrower to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of BorrowerBorrower and its Subsidiaries, taken as a whole, since the date of the most recent audited financial statements furnished by Borrower to Lender prior to the date of this Agreement.