Common use of Historical Financial Statements; No Material Adverse Effect Clause in Contracts

Historical Financial Statements; No Material Adverse Effect. All financial statements relating to Borrower and its Subsidiaries that have been delivered by Borrower to Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects, Borrower’s and its Subsidiaries’ consolidated financial condition as of the date thereof and results of operations and cash flows for the period then ended. As of the Closing Date, neither Borrower nor any of its Subsidiaries has any contingent liability or liability for Taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the delivered consolidated financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets or condition (financial or otherwise) of Borrower and any of its Subsidiaries taken as a whole. Since January 1, 2012, other than as described in the Borrower’s 10-K for the period ended January 1, 2012 or the Borrower’s 10-Q for the period ended on or about July 1, 2012, no event, circumstance, or change has occurred that has or could reasonably be expected to result in a Material Adverse Effect with respect to Borrower and its Subsidiaries.