The Borrower has delivered to the Lender audited Balance Sheets as of June 30, 2015 and 2016 and audited statements of income and cash flows for the fiscal years ended June 30, 2015 and 2016.  The Borrower has also delivered an unaudited Balance Sheet as of September 30, 2016 and unaudited statements on income and cash flows for the three months ended September 30, 2015 and 2016 (collectively, the “ Financial Statements ”).  The Financial Statements have been prepared in accordance with GAAP, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such Financial Statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements), and fairly and accurately present in all material respects the consolidated financial position of the Credit Parties as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).  To the best knowledge of the Credit Parties, no other information provided by or on behalf of the Credit Parties to the Lender, either as a disclosure schedule to this Agreement, or otherwise in connection with Lender’s due diligence investigation of the Credit Parties, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.