The Financial Statements of the Loan Parties and their respective Subsidiaries which have been delivered to Agent and the Lenders (i) are in accordance with the Books and Records of the Loan Parties and their respective Subsidiaries, which have been maintained in accordance with good business practice; (ii) have been prepared in conformity with GAAP (other than, with respect to interim Financial Statements, the absence of footnotes and normal year-end adjustments); and (iii) fairly present in all material respects the consolidated financial position of the Loan Parties and their respective Subsidiaries as of the dates presented therein and the results of operations, cash flows, and, if applicable stockholders’ equity, for the periods presented therein. As of the Closing Date, none of the Loan Parties nor any of their respective Subsidiaries has any contingent obligations, liability for taxes or other outstanding obligations which are material in the aggregate, except as disclosed in the most recent audited Financial Statements (including the notes thereto) furnished by Borrower to the Lenders prior to the date hereof.