The audited and unaudited financial statements delivered pursuant to Section 6.1(e)(i)  and (e)(ii)  and Sections 8.1(a)  and (b) , fairly present in all material respects on a Consolidated basis the assets, liabilities and financial position of (a) in the case of Section 6.1(e)(i) , the Borrower and its Subsidiaries (other than Aesynt and its Subsidiaries), (b) in the case of Section 6.1(e)(ii) , Aesynt and its Subsidiaries and (c) in the case of Sections 8.01(a)  and (b) , the Borrower and its Subsidiaries, in each case as at such dates, and the results of the operations and changes of financial position for the periods then ended (other than customary year-end adjustments for unaudited financial statements and the absence of footnotes from unaudited financial statements).  All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP.  Such financial statements show all material indebtedness and other material liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments, and Indebtedness, in each case, to the extent required to be disclosed under GAAP.  The pro forma financial statements delivered pursuant to Section 6.1(e)(iii)  and the projections delivered pursuant to Section 6.1(e)(iv)  and Section 8.1(c)  were prepared in good faith on the basis of the assumptions stated therein, which assumptions are believed to be reasonable in light of then existing conditions (it being recognized by the Lenders that such projections are not to be viewed as facts and that the actual results during the period or periods covered by such projections may vary from such projections and that such differences may be material and that such projections are not a guarantee of financial performance).