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

Financial Condition; No Material Adverse Effect. (a) The financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower on a consolidated basis as of such dates and for such periods in accordance with GAAP, (i) except as otherwise expressly noted herein, (ii) subject, in the case of quarterly financial statements, to the absence of footnotes and normal year-end adjustments and (iii) if applicable, except as may be necessary to reflect any differing entities and/or organizational structure prior to giving effect to the Transactions. (b) Since the Closing Date, there have been no events, developments or circumstances that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect that is continuing.

Financial Condition; No Material Adverse Effect. (a) The financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position and results of operations and cash flows of the Lead Borrower on a consolidated basis as of such dates and for such periods in accordance with GAAP, (ix) except as otherwise expressly noted hereintherein, (iiy) subject, in the case of quarterly financial statementsstatements provided pursuant to Section 5.01(a), to the absence of footnotes and normal year-end adjustments and (iiiz) if applicable, except as may be necessary to reflect any differing entities and/or and organizational structure prior to giving effect to the Transactions. (b) Since the Closing Date, there have been no events, developments or circumstances that have had, or would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect that is continuingEffect.

Financial Condition; No Material Adverse Effect. (a) The financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Borrowers on a consolidated basis as of such dates and for such periods in accordance with GAAP, (ix) except as otherwise expressly noted hereintherein, (iiy) subject, in the case of quarterly financial statementsstatements provided pursuant to Section 5.01(a), to the absence of footnotes and normal year-end adjustments and (iiiz) if applicable, except as may be necessary to reflect any differing entities and/or and organizational structure prior to giving effect to the Transactions. (b) Since the Closing Date, there have been no events, developments or circumstances that have had, or would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect that is continuingEffect.

Financial Condition; No Material Adverse Effect. (a) The financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower on a consolidated basis as of such dates and for such periods in accordance with GAAP, (ix) except as otherwise expressly noted hereintherein, (iiy) subject, in the case of quarterly financial statementsstatements provided pursuant to Section 5.01(a), to the absence of footnotes and normal year-end adjustments and (iiiz) if applicable, except as may be necessary to reflect any differing entities and/or and organizational structure prior to giving effect to the Transactions. (b) Since the Closing Date, there have been no events, developments or circumstances that have had, or would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect that is continuingEffect.

Financial Condition; No Material Adverse Effect. (a) The After the Closing Date, the financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower on a consolidated basis as of such dates and for such periods in accordance with GAAP, (ix) except as otherwise expressly noted hereintherein, (iiy) subject, in the case of quarterly financial statements, to the absence of footnotes and normal year-end adjustments and (iiiz) if applicable, except as may be necessary to reflect any differing entities entity and/or organizational structure prior to giving effect to the Transactions. (b) Since the Closing Date, there have been no events, developments or circumstances that have had, or would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect that is continuingEffect.

Financial Condition; No Material Adverse Effect. 121 (a) The financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower on a consolidated basis as of such dates and for such periods in accordance with GAAP, (i) except as otherwise expressly noted herein, (ii) subject, in the case of quarterly financial statements, to the absence of footnotes and normal year-end adjustments and (iii) if applicable, except as may be necessary to reflect any differing entities and/or organizational structure prior to giving effect to the Transactions. (b) Since the Closing Date, there have been no events, developments or circumstances that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect that is continuing.

Financial Condition; No Material Adverse Effect. (a) The financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower on a consolidated basis as of such dates and for such periods in accordance with GAAP, (ix) except as otherwise expressly noted hereintherein, (iiy) subject, in the case of quarterly financial statementsstatements provided pursuant to Section 5.01(a), to the absence of footnotes and normal year-end adjustments and (iiiz) if applicable, except as may be necessary to reflect any differing entities and/or and organizational structure prior to giving effect to the Transactions. (b) Since the Closing Third Amendment Effective Date, there have been no events, developments or circumstances that have had, or would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect that is continuingEffect.

Financial Condition; No Material Adverse Effect. (a) The After the Closing Date, the financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position and position, results of operations and cash flows of the Borrower Parent on a consolidated basis as of such dates and for such periods in accordance with GAAP, (iw) except as otherwise expressly noted hereintherein, (iix) subject, in the case of quarterly financial statements, to the absence of footnotes and normal year-end audit adjustments and (iiiy) if applicable, except as may be necessary to reflect any differing entities entity and/or organizational structure prior to giving effect to the Transactions. (b) Since the Closing Date, there have been no events, developments or circumstances that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect that is continuingEffect.

Financial Condition; No Material Adverse Effect. (a) The financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower on a consolidated basis as of such dates and for such periods in accordance with GAAP, (ix) except as otherwise expressly noted hereintherein, (iiy) subject, in the case of quarterly financial statements, to the absence of footnotes and normal year-end adjustments and (iiiz) if applicable, except as may be necessary to reflect any differing entities entity and/or organizational structure prior to giving effect to the Transactions.Restatement Effective Date (b) Since the Closing Restatement Effective Date, there have been no events, developments or circumstances that have had, or would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect that is continuingEffect.

Financial Condition; No Material Adverse Effect. (a1) The financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower on a consolidated basis as of such dates and for such periods in accordance with GAAP, (ix) except as otherwise expressly noted hereintherein, (iiy) subject, in the case of quarterly financial statementsstatements provided pursuant to Section 5.01(a), to the absence of footnotes and normal year-end adjustments and (iiiz) if applicable, except as may be necessary to reflect any differing entities and/or and organizational structure prior to giving effect to the Transactions. (b2) Since the Closing Date, there have been no events, developments or circumstances that have had, or would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect that is continuingEffect.

Financial Condition; No Material Adverse Effect. (a) The financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower on a consolidated basis as of such dates and for such periods in accordance with GAAP, (ix) except as otherwise expressly noted herein, and/or (iiy) subject, in the case of quarterly financial statements, to the absence of footnotes and normal year-end adjustments and (iiiz) if applicable, except as may be necessary to reflect any differing entities and/or organizational structure prior to giving effect to the Transactions. (b) Since the Closing Date, there have been no events, developments or circumstances that have had, or would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect that is continuingEffect.

Financial Condition; No Material Adverse Effect. (a) The financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position and results of operations and cash flows of the Lead Borrower on a consolidated basis as of such dates and for such periods in accordance with GAAP, (ix) except as otherwise expressly noted hereintherein, (iiy) subject, in the case of quarterly financial statementsstatements provided pursuant to Section 5.01(a), to the absence of footnotes and normal year-end adjustments and (iiiz) if applicable, except as may be necessary to reflect any differing entities and/or and organizational structure prior to giving effect to the Transactions. (b) Since the Closing Amendment No. 2 Effective Date, there have been no events, developments or circumstances that have had, or would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect that is continuingEffect.

Financial Condition; No Material Adverse Effect. (a) The financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower on a consolidated basis as of such dates and for such periods in accordance with GAAP, (ix) except as otherwise expressly noted hereintherein, (iiy) subject, in the case of quarterly financial statements, to the absence of footnotes and normal year-end adjustments and (iiiz) if applicable, except as may be necessary to reflect any differing entities entity and/or organizational structure prior to giving effect to the TransactionsRestatement Effective Date. (b) Since the Closing Restatement Effective Date, there have been no events, developments or circumstances that have had, or would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect that is continuingEffect.

Financial Condition; No Material Adverse Effect. (a) The financial statements most recently provided pursuant to Section 5.01(a) or (b)) hereunder, as applicable, present fairly, in all material respects, the financial position and results of operations and cash flows of the Lead Borrower on a consolidated basis as of such dates and for such periods in accordance with GAAP, (ix) except as otherwise expressly noted hereintherein, (iiy) subject, in the case of quarterly financial statementsstatements provided pursuant to Section 5.01(a), to the absence of footnotes and normal year-end adjustments and (iiiz) if applicable, except as may be necessary to reflect any differing entities and/or and organizational structure prior to giving effect to the Transactions. (b) . 143. Since the Closing Second Amendment Effective Date, there have been no events, developments or circumstances that have had, or would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect that is continuingEffect.

Financial Condition; No Material Adverse Effect. (a) The financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower on a consolidated basis as of such dates and for such periods in accordance with GAAP, (i) except as otherwise expressly noted herein, (ii) subject, in the case of quarterly financial statements, to the absence of footnotes and normal year-end adjustments and (iii) if applicable, except as may be necessary to reflect any differing entities and/or organizational structure prior to giving effect to the Transactions. (b) Since the Closing Date, there have been no events, developments or circumstances that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect that is continuing.. 116116 WXXX:\98093729\19\40590.0004

Financial Condition; No Material Adverse Effect. (a) 3.4.1. The financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position and results of operations and cash flows of the Lead Borrower on a consolidated basis as of such dates and for such periods in accordance with GAAP, (ix) except as otherwise expressly noted hereintherein, (iiy) subject, in the case of quarterly financial statementsstatements provided pursuant to Section 5.01(a), to the absence of footnotes and normal year-end adjustments and (iiiz) if applicable, except as may be necessary to reflect any differing entities and/or and organizational structure prior to giving effect to the Transactions. (b) 3.4.2. Since the Closing Amendment No. 2 Effective Date, there have been no events, developments or circumstances that have had, or would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect that is continuingEffect.