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

Financial Statements; No Material Adverse Effect. (a) The Initial Financial Statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements (i) fairly present the financial condition of the entities therein named and their respective Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named and their Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered thereby.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present present, in all material respects, the financial condition of the entities therein named and their respective Subsidiaries Combined Companies as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other material liabilities, direct or contingent, of the entities therein named and their Subsidiaries Combined Companies as of the date thereof, including liabilities for taxes, material commitments and Indebtedness Indebtedness, in accordance with GAAP consistently applied throughout each case, to the period covered therebyextent required to be shown therein pursuant to GAAP.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present the financial condition of the entities therein named Company and their respective its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness Indebtedness, in accordance with each case, to the extent required to be reflected thereon pursuant to GAAP consistently applied throughout the period covered therebyapplied.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present the financial condition of the entities therein named Company and their respective its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other material liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present in all material respects the financial condition of the entities therein named Company and their respective its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries as of the date thereof, including liabilities for taxesmaterial Taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present in all material respects the financial condition of the entities therein named Holdings and their respective its Subsidiaries on a consolidated basis as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named Holdings and their its Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present in all material respects the financial condition of the entities therein named Partnership and their respective its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of the entities therein named Partnership and their its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present in all material respects the financial condition of the entities therein named Company and their respective its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other material liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries as of the date thereofthereof in accordance with GAAP, including liabilities for taxesTaxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present the financial condition of the entities therein named Company and their respective its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show show, in each case to the extent required by GAAP, all material indebtedness and other material liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present in all material respects the financial condition of the entities therein named Company and their respective its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) to the extent required by GAAP show all material indebtedness Material Debt and other liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries as of the date thereof, including liabilities for taxesmaterial Taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyDebt.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present in all material respects the financial condition of the entities therein named Company and their respective its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other material liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness Indebtedness, except as set forth in accordance with GAAP consistently applied throughout the period covered therebyDisclosure Certificate.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present present, in all material respects, the financial condition of the entities therein named Holdings and their respective its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show show, to the extent required by GAAP, all material indebtedness and other material liabilities, direct or contingent, of the entities therein named Holdings and their its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present present, in all material respects, the financial condition of the entities therein named Company and their respective its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present in all material respects the financial condition of the entities therein named Company and their respective its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries as of the date thereof, including liabilities for taxes, taxes and material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered thereby.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present in all material respects the financial condition of the entities therein named Borrower and their respective its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named Borrower and their its Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present in all material respects the financial condition of the entities therein named Company and their respective its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) to the extent required by GAAP, show (either in the text or the footnotes thereto) all material indebtedness and other material liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries as of the date thereof, including material liabilities for taxes, known taxes and material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebycommitments.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present in all material respects the financial condition of the entities therein named Company and their respective its Subsidiaries and Consolidated Entities as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries and Consolidated Entities as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyindebtedness.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present in all material respects the financial condition of the entities therein named Company and their respective its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries as of the date thereofthereof which would be required to be disclosed by GAAP, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements , (iii) fairly present present, in all material respects, the financial condition of the entities therein named Company and their respective its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named Company and their its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements of the Company (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present in all material respects the financial condition of the entities therein named Company and their respective its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named Company and their Subsidiaries its Subsidiaries, as of the date thereofthereof required to be set forth therein in accordance with GAAP, including liabilities for taxesTaxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present in all material respects the financial condition of the entities therein named Company and their respective its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries as of the date thereofthereof which are required to be disclosed by GAAP, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present in all material respects the financial condition of the entities therein named Company and their respective its Subsidiaries (on a consolidated basis) as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show show, in each case to the extent required by GAAP, all material indebtedness and other material liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements , (iii) fairly present in all material respects the financial condition of the entities therein named Company and their respective Subsidiaries its Subsidiaries, as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of of, the entities therein named Company and their Subsidiaries its Subsidiaries, as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements furnished to each of the Administrative Agent and each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements , (iii) fairly present the financial condition of the entities therein named Company and their respective its Consolidated Subsidiaries as of the date thereof thereof, and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (iiiii) show all material indebtedness and other material liabilities, direct or contingent, of the entities therein named Company and their its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present in all material respects the consolidated financial condition of the entities therein named Company and their respective the Subsidiaries as of the date thereof and their consolidated results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named Company and their the Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present in all material respects the financial condition of the entities therein named Company and their respective its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in stockholders’ equity for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (ab) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present in all material respects the financial condition of the entities therein named Borrower and their respective its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named Borrower and their its Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (a) (i) The Initial Company Audited Financial Statements (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iB) fairly present in all material respects the financial condition of the entities therein named Company and their respective its Subsidiaries (before giving effect to the Acquisition) as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiC) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries (before giving effect to the Acquisition) as of the date thereof, including liabilities for taxes, material commitments and Indebtedness Indebtedness, in accordance with GAAP consistently applied throughout each case to the period covered therebyextent required by GAAP.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present the financial condition of the entities therein named Company and their respective its consolidated Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries required under GAAP to be disclosed thereon (including the Target and its Subsidiaries) as of the date thereof, including liabilities for taxesTaxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present the financial condition of the entities therein named Company and their respective Subsidiaries each Person that was a Subsidiary of the Company on the date of the Audited Financial Statements as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named Company and their such Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (ad) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present the financial condition of the entities therein named Company and their respective its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show reflect or disclose all material indebtedness and other liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements furnished to the Administrative Agent and each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements , (iii) fairly present in all material respects the financial condition of the entities therein named Company and their respective the Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named Company and their the Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness Indebtedness, in accordance with GAAP consistently applied throughout each case to the period covered therebyextent required to be disclosed under GAAP.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present in all material respects the financial condition of the entities therein named Company and their respective its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other liabilities, 109 86420711.6 direct or contingent, of the entities therein named Company and their its Subsidiaries as of the date thereof, including liabilities for taxesmaterial Taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present the financial condition of the entities therein named Company and their respective its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness 107 Indebtedness and other liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness Indebtedness, in accordance with GAAP consistently applied throughout each case, to the period covered therebyextent required to be reflected thereon pursuant to GAAP.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present the financial condition of the entities therein named Holdings and their respective its Subsidiaries on a consolidated basis as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named Holdings and their its Subsidiaries on a consolidated basis as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyGAAP.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present in accordance with GAAP the financial condition of the entities therein named Borrower and their respective Subsidiaries the Consolidated Entities (including the Consolidated Entities’ interest in the Unconsolidated Entities) as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named and their Subsidiaries applicable parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered thereby.as required by GAAP. 56718230_5

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present present, in all material respects, the financial condition of the entities therein named Company and their respective its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show show, to the extent required by GAAP, all material indebtedness and other material liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness required to be set forth therein in accordance with GAAP consistently applied throughout the period covered therebyGAAP.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present in all material respects the financial condition of the entities therein named Company and their respective its Subsidiaries on a Consolidated basis as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness the Material Indebtedness and other material liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout Indebtedness, to the period covered therebyextent required by GAAP.

Financial Statements; No Material Adverse Effect. (a) The Initial Financial Statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Audited Financial Statements (i) fairly present the financial condition of the entities therein named and their respective Subsidiaries as of the date thereof and their results of operations for the period covered thereby were prepared in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company and each Person that was a Subsidiary of the Company on the date of the Audited Financial Statements as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness Indebtedness and other liabilities, direct or contingent, of the entities therein named Company and their such Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Initial Financial Statements audited financial statements delivered to the Lenders were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements Such financial statements (i) fairly present the financial condition of the entities therein named and their respective Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named and their Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered thereby.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present in all material respects the financial condition of the entities therein named Company and their respective its Subsidiaries as of the date thereof and their results of operations 63 57410581_7 for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present the financial condition of the entities therein named Company and their respective its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in accordance with GAAP consistently applied throughout the period covered therebyGAAP.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present the financial condition of the entities therein named Company and their respective its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied 118 throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness Indebtedness and other liabilities, direct or contingent, of the entities therein named Company and their its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness Indebtedness, in accordance with GAAP consistently applied throughout each case, to the period covered therebyextent required to be reflected thereon pursuant to GAAP.

Financial Statements; No Material Adverse Effect. (a) The Initial Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Financial Statements ; (iii) fairly present in all material respects the financial condition of the entities therein named Borrower and their respective its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in stockholders; equity for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named Borrower and their its Subsidiaries as of the date thereof, including liabilities for taxesmaterial Taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered therebyIndebtedness.