The audited and unaudited financial statements delivered (excluding for clarity, the projections) pursuant to Section 6.1(d)(i) , when taken as a whole, fairly present in all material respects on a Consolidated basis the assets, liabilities and financial position of the Borrower and its Subsidiaries and the Acquired Business and its Subsidiaries, as applicable, 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. The pro forma financial statements delivered pursuant to Section 6.1(d)(ii) and any projections delivered to the Administrative Agent were prepared in good faith on the basis of assumptions believed to be reasonable at the time prepared except that such financial projections and statements shall be subject to normal year end closing and audit adjustments (it being recognized by the Lenders that projections are not to be viewed as facts or guarantees of future performance and that the actual results during the period or periods covered by such projections may vary materially from such projections).