The Audited Financial Statements # were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; # fairly present the financial condition of the Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and # show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

The Audited Financial Statements # were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; # fairly present in accordance with GAAP the financial condition of the [[Consolidated Parties:Organization]] and the Consolidated Parties (including the Consolidated Entities’ interest in the Unconsolidated Entities) as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and # show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Partiesapplicable parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.Indebtedness as required by GAAP.

The Audited Financial Statements # were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; # fairly present in accordance with GAAP the financial condition of the ​ and the Consolidated Parties (including the Consolidated Entities’ interest in the Unconsolidated Entities) as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and # show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Partiesapplicable parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.Indebtedness as required by GAAP.

The Audited Financial Statements # were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; # fairly present in accordance with GAAP the financial condition of the Parent and the Consolidated Parties (including the Consolidated Entities’ interest in the Unconsolidated Entities) as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and # show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Partiesapplicable parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.Indebtedness as required by GAAP.

The Audited Financial Statements # were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; # fairly present the financial condition of the Consolidated PartiesCompany and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and # show all material indebtedness and other material liabilities, direct or contingent, of the Consolidated PartiesCompany and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

The Audited Financial Statements # were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; # fairly present in all material respects the consolidated financial condition of the Consolidated PartiesBorrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and # show all material indebtedness and other liabilities, direct or contingent, of the Consolidated PartiesBorrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.Indebtedness that are required to be disclosed therein in accordance with GAAP.

The Audited Financial Statements # were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; # fairly present the financial condition of the Consolidated PartiesBorrower and its Subsidiaries, in all material respects, as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and # show all material indebtedness and other liabilities, direct or contingent, of the Consolidated PartiesBorrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

The Audited Financial Statements # were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; # fairly present the financial condition of the Consolidated Parties​ and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and # show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Parties​ and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.thereof.

Audited Financial Statements. The Audited Financial Statements # were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; # fairly present the financial condition of the Consolidated Parties​ and its Subsidiaries as of the date thereof and their results of operationsoperations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and # show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Parties​ and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

The Audited Financial Statements # were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein;therein, # fairly presentpresent, in all material respects, the financial condition of the Consolidated PartiesBorrower and its Subsidiaries as of the date thereofof the balance sheet included therein and theirthe results of operations of the Borrower and its Subsidiaries for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein;GAAP, and # showto the extent required by GAAP, disclose all material indebtednessDebt and other liabilities, directliabilities (contingent or contingent,otherwise), including liabilities for Taxes, of the Consolidated PartiesBorrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.thereof.