The Financial Statements of Holdings and its Subsidiaries which have been delivered to the Administrative Agent, (i) are in accordance with the books and records of Holdings, which have been maintained in accordance with good business practice; (ii) except as indicated in the accountant’s report, have been prepared in conformity with GAAP; and (iii) fairly present in all material respects the financial conditions and results of operations of Holdings and its Subsidiaries as of the date thereof and for the period covered thereby (except in the case of quarterly unaudited Financial Statements, for the lack of footnotes and being subject to year-end audit adjustments and in the case of consolidating Financial Statements for the lack of any presentation of information other than statements of operations and balance sheet). None of Holdings and its Subsidiaries has any Contingent Obligations, liability for taxes or other outstanding obligations which, in any such case, are material in the aggregate, except as disclosed in the Financial Statements of the Loan Parties furnished to the Administrative Agent and the Lenders pursuant to Section 3.01 , or in the Financial Statements delivered to the Administrative Agent pursuant to Section 5.01(a) .