Common use of Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc Clause in Contracts

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. a) The consolidated balance sheets of the Company and its Subsidiaries for the fiscal year ended December 31, 2010 and the fiscal quarter ended September 9, 2011, and the related consolidated statements of income, cash flows and shareholders’ equity of such Persons for the fiscal year and fiscal quarter ended on such dates, as the case may be, copies of which have been furnished to the Lenders on or prior to the Closing Date, (i) present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries at the date of such balance sheets and the consolidated results of the operations of such Persons for the periods covered thereby and (ii) have been prepared in accordance with GAAP consistently applied (subject, in the case of the financial statements not relating to a full fiscal year, to normal year-end audit adjustments and the absence of footnotes). Except as, and to the extent, disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 2010, since December 31, 2010, nothing has occurred that has had, or could reasonably be expected to have, a material adverse change in any of (i) the legality, validity or enforceability of the Loan Documents taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documents.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The consolidated balance sheets of the Company and its Subsidiaries for the fiscal year ended December 31, 2010 and the fiscal quarter ended September 9, 2011, and the related consolidated statements of income, cash flows and shareholders’ equity of such Persons for the fiscal year and fiscal quarter ended on such dates, as the case may be, copies of which have been Audited Financial Statements furnished to the Lenders on or prior to the Closing Date, (iii) the Unaudited Financial Statements furnished to the Lenders prior to the Closing Date and (iii) the unaudited pro forma consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2003 and after giving effect to the Transactions and the incurrence of all Indebtedness contemplated thereby as set forth on Schedule 4.12 (the "PRO FORMA BALANCE SHEET"), in each case present fairly in all material respects the consolidated financial position condition of the Company and its Subsidiaries at the date of such balance sheets statements of financial condition and the consolidated results of the operations of such Persons the Company and its Subsidiaries for the periods covered thereby and (iior, in the case of the Pro Forma Balance Sheet, presents a good faith estimate of the consolidated pro forma financial condition of the Company (after giving effect to the Transactions at the date thereof)), subject, in the case of Unaudited Financial Statements, to normal year-end adjustments. All such financial statements (other than the aforesaid Pro Forma Balance Sheet) have been prepared in accordance with GAAP GAAP, consistently applied (subjectother than as set forth therein), except, in the case of the financial statements not relating to a full fiscal yearquarterly statements, to normal year-for the omission of footnotes, and certain reclassifications and ordinary end audit of period adjustments and the absence accruals (all of footnotes). Except aswhich are of a recurring nature and none of which individually, and to the extent, disclosed or in the Company’s Form 10-K for the fiscal year ended December 31aggregate, 2010, since December 31, 2010, nothing has occurred that has had, or could reasonably would be expected to have, a material adverse change in any of (i) the legality, validity or enforceability of the Loan Documents taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documentsmaterial).

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The consolidated balance sheets sheet of the Company Borrower as at June 30, 1996, June 30, 1997, June 30, 1998, December 31, 1998 and March 31, 1999 and the related statements of earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year periods ended December 31as of such dates, 2010 in the case of the annual statements, have been examined by PricewaterhouseCoopers LLP, independent certified public accountants, who delivered unqualified opinions in respect thereto and (ii) the fiscal quarter ended September 9, 2011, pro forma (after giving effect to the Transaction and the related financing thereof) consolidated statements balance sheet of income, cash flows and shareholders’ equity of such Persons for the fiscal year and fiscal quarter ended on such dates, Borrower as at the case may beRestatement Effective Date, copies of all of which financial statements referred to in the preceding clauses (i) and (ii) have heretofore been furnished to the Lenders on or prior to the Closing Dateeach Bank, (i) present fairly in all material respects the consolidated financial position of the Company respective entities at the dates of said statements and the results of operations for the period covered thereby (or, in the case of the pro forma balance sheet, present a good faith estimate of the pro forma financial condition of the Borrower and its Subsidiaries (after giving effect to the Transaction) on a consolidated basis at the date of thereof). All such balance sheets and the consolidated results of the operations of such Persons for the periods covered thereby and (ii) financial statements have been prepared in accordance with GAAP generally accepted accounting principles and practices consistently applied (subject, except to the extent provided in the case of the notes to said financial statements not relating and with respect to a full fiscal yearinterim financial statements, subject to normal year-year end audit adjustments and the absence of footnotes)adjustments. Except as, and to the extent, disclosed in the Company’s Form 10-K for the fiscal year ended Since December 31, 20101998, since December 31, 2010, nothing there has occurred that has had, or could reasonably be expected to have, a been no material adverse change in any the performance, business, assets, nature of assets, liabilities, operations, properties, condition (ifinancial or otherwise) the legality, validity or enforceability prospects of the Loan Documents Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documents.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) The consolidated balance sheets of the Company and its Subsidiaries for the fiscal year ended December 31, 2010 2018 and the fiscal quarter ended September 9March 31, 20112019, and the 135 related consolidated statements of income, cash flows and shareholders’ equity of such Persons for the fiscal year and fiscal quarter ended on such dates, as the case may be, copies of which have been furnished to the Lenders on or prior to the Closing Date, (i) present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries at the date of such balance sheets and the consolidated results of the operations of such Persons for the periods covered thereby and (ii) have been prepared in accordance with GAAP consistently applied (subject, in the case of the financial statements not relating to a full fiscal year, to normal year-end audit adjustments and the absence of footnotes). Except as, and to the extent, disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 20102018, since December 31, 20102018, nothing has occurred that has had, or could reasonably be expected to have, a material adverse change in any of (i) the legality, validity or enforceability of the Loan Documents taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documents.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) The consolidated balance sheets of the Company and its Subsidiaries for the fiscal year ended December 31, 2010 2018 and the fiscal quarter ended September 9March 31, 20112019, and the related consolidated statements of income, cash flows and shareholders’ equity of such Persons for the fiscal year and fiscal quarter ended on such dates, as the case may be, copies of which have been furnished to the Lenders on or prior to the Closing Date, (i) present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries at the date of such balance sheets and the consolidated results of the operations of such Persons for the periods covered thereby and (ii) have been prepared in accordance with GAAP consistently applied (subject, in the case of the financial statements not relating to a full fiscal year, to normal year-end audit adjustments and the absence of footnotes). Except as, and to the extent, disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 20102018, since December 31, 20102018, nothing has occurred that has had, or could reasonably be expected to have, a material adverse change in any of (i) the legality, validity or enforceability of the Loan Documents taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documents.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) The consolidated balance sheets of the Company and its Subsidiaries for the fiscal year ended December 31, 2010 2021 and the fiscal quarter ended September 930, 20112022, and the related consolidated statements of income, cash flows and shareholders’ equity of such Persons for the fiscal year and fiscal quarter ended on such dates, as the case may be, copies of which have been furnished to the Lenders on or prior to the Closing Date, (i) present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries at the date of such balance sheets and the consolidated results of the operations of such Persons for the periods covered thereby and (ii) have been prepared in accordance with GAAP consistently applied (subject, in the case of the financial statements not relating to a full fiscal year, to normal year-end audit adjustments and the absence of footnotes). Except as, and to the extent, disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 20102021, since December 31, 20102021, nothing has occurred that has had, or could reasonably be expected to have, a material adverse change in any of (i) the legality, validity or enforceability of the Loan Documents taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documents.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. a) 13. The consolidated balance sheets of the Company and its Subsidiaries for the fiscal year ended December 31, 2010 2018 and the fiscal quarter ended September 9March 31, 20112019, and the related consolidated statements of income, cash flows and shareholders’ equity of such Persons for the fiscal year and fiscal quarter ended on such dates, as the case may be, copies of which have been furnished to the Lenders on or prior to the Closing Date, (i) present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries at the date of such balance sheets and the consolidated results of the operations of such Persons for the periods covered thereby and (ii) have been prepared in accordance with GAAP consistently applied (subject, in the case of the financial statements not relating to a full fiscal year, to normal year-end audit adjustments and the absence of footnotes). Except as, and to the extent, disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 20102018, since December 31, 20102018, nothing has occurred that has had, or could reasonably be expected to have, a material adverse change in any of (i) the legality, validity or enforceability of the Loan Documents taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documents.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. a(a)(i) The consolidated balance sheets financial statements of the Company Borrower and its Subsidiaries delivered pursuant to Section 3.11, which in the case of the consolidated financial statements for the fiscal year years ended December March 31, 2010 1997, 1998 and if delivered, 1999 have been examined or reviewed by the fiscal quarter ended September 9accountants referred to therein, 2011, who delivered unqualified opinions in respect thereto and (ii) the pro forma (after giving effect to the Transaction and the related financing thereof) consolidated statements balance sheet of income, cash flows and shareholders’ equity of such Persons for the fiscal year and fiscal quarter ended on such dates, Borrower as at the case may beFunding Date, copies of all of which financial statements referred to in the preceding clauses (i) and (ii) have heretofore been furnished to the Lenders on or prior to the Closing Dateeach Lender, (i) present fairly in all material respects the consolidated financial position of the Company respective entities at the dates of said statements and the results of operations for the period covered thereby (or, in the case of the pro forma balance sheet, present a good faith estimate of the pro forma financial condition of the Borrower and its Subsidiaries (after giving effect to the Transaction) on a consolidated basis at the date of thereof). All such balance sheets and the consolidated results of the operations of such Persons for the periods covered thereby and (ii) financial statements have been prepared in accordance with GAAP generally accepted accounting principles and practices consistently applied (subject, in except with respect to the case of the eleven-month interim financial statements not relating to a full fiscal year, which are subject to normal and recurring year-end audit adjustments (which shall not be material) and the absence of footnotes). Except asSince March 31,1998, and to the extent, disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 2010, since December 31, 2010, nothing there has occurred that has had, or could reasonably be expected to have, a been no material adverse change in any the performance, business, assets, nature of assets, liabilities, operations, properties, condition (ifinancial or otherwise) the legality, validity or enforceability prospects of the Loan Documents Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documents.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) The consolidated balance sheets sheet of the Company Borrower and its Subsidiaries for the its fiscal year years ended on December 31, 2010 2000 and the fiscal quarter ended September 9December 31, 20112001, and the related consolidated statements of income, cash flows and shareholders’ ' equity of the Borrower and its Subsidiaries for such Persons for the fiscal year and fiscal quarter years ended on such dates, as the case may bedate, copies of which have been furnished to the Lenders on or prior to the Closing Effective Date, (i) present fairly in all material respects the consolidated financial position of the Company Borrower and its Subsidiaries at the date dates of such balance sheets sheet and the consolidated results of the operations of such Persons the Borrower and its Subsidiaries for the periods covered thereby and (ii) thereby. All of the foregoing financial statements have been prepared in accordance with GAAP generally accepted accounting principles consistently applied (subjectapplied, in the case of the financial statements not relating to a full fiscal year, to normal year-end audit adjustments and the absence of footnotes)except as otherwise expressly noted therein. Except as, and to the extent, disclosed in the Company’s Form 10-K for the fiscal year ended Since December 31, 20102000, since December 31, 2010, nothing there has occurred that has had, or could reasonably be expected to have, a been no material adverse change in any of the business, operations, property, assets, liabilities, condition (ifinancial or otherwise) the legality, validity or enforceability prospects of the Loan Documents Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documents.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated statements of financial condition of the Borrower and its Subsidiaries as of December 31, 1993, 1994 and 1995 and the related consolidated statements of income and cash flow and changes in shareholders' equity of Holdings and its Subsidiaries, and the notes thereto for the fiscal years ended on such dates and (ii) the unaudited consolidated balance sheets of the Company Borrower and its Subsidiaries for the fiscal year ended December 31as of September 30, 2010 and the fiscal quarter ended September 9, 20111996, and the related consolidated statements of income, income and cash flows and shareholders’ equity of such Persons flow for the fiscal year and fiscal quarter nine-month period ended on such datesdate, as the in each case may be, copies of which have been furnished to the Lenders on or Banks prior to the Closing Effective Date, (i) present fairly in all material respects the consolidated financial position condition of the Company Holdings and its Subsidiaries at the date of such balance sheets statements of financial condition and the consolidated results of the operations of such Persons Holdings and its Subsidiaries for the periods covered thereby and respective Fiscal Year or nine-month period, as the case may be, described therein (ii) subject, in the case of unaudited financial statements, to ordinary year-end adjustments). All such financial statements have been prepared in accordance with GAAP consistently applied (subjectapplied, except, in the case of nine-month statements, for the financial statements not relating to a full fiscal year, to normal omission of footnotes and ordinary year-end audit adjustments and the absence of footnotes)adjustments. Except as, and After giving effect to the extent, disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 2010Transaction, since December 31, 20101995, nothing there have been no circumstances or events the result of which has occurred that has had, or could reasonably be expected to have, had a material adverse change in any of (i) the legality, validity or enforceability of the Loan Documents taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan DocumentsMaterial Adverse Effect.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. a) The consolidated balance sheets of the Company and its Subsidiaries for the fiscal year ended December 31, 2010 2014 and the fiscal quarter ended September 9June 30, 20112015, and the related consolidated statements of income, cash flows and shareholders’ equity of such Persons for the fiscal year and fiscal quarter ended on such dates, as the case may be, copies of which have been furnished to the Lenders on or prior to the Closing Date, (i) present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries at the date of such balance sheets and the consolidated results of the operations of such Persons for the periods covered thereby and (ii) have been prepared in accordance with GAAP consistently applied (subject, in the case of the financial statements not relating to a full fiscal year, to normal year-end audit adjustments and the absence of footnotes). Except as, and to the extent, disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 20102014, since December 31, 20102014, nothing has occurred that has had, or could reasonably be expected to have, a material adverse change in any of (i) the legality, validity or enforceability of the Loan Documents taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documents.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The consolidated balance sheets statements of financial condition of Holdings and its Subsidiaries at December 31, 1997 and the Company related consolidated statements of income and cash flow and changes in shareholders' equity of Holdings and its Subsidiaries for the fiscal year ended December 31on such date, 2010 and furnished to the Banks prior to the Restatement Effective Date, and (ii) the consolidated balance sheet of Holdings and its Subsidiaries as of the end of the fiscal quarter of Holdings ended September 9March 31, 20111998, and the related consolidated statements of incomeearnings, shareholder's equity and cash flows of Holdings and shareholders’ equity of its Subsidiaries for such Persons for the fiscal year quarterly period, and fiscal quarter ended on such dates, as the case may be, copies of which have been furnished to the Lenders on or Banks prior to the Closing Restatement Effective Date, (i) in each case present fairly in all material respects the consolidated financial position condition of the Company Holdings and its Subsidiaries at the date of such balance sheets statements of financial condition and the consolidated results of the operations of such Persons Holdings and its Subsidiaries for the periods covered thereby and respective fiscal year or fiscal quarter, as the case may be (ii) subject, in the case of unaudited financial statements, to normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP and practices consistently applied (subjectapplied, except, in the case of the financial statements not relating to a full fiscal yearquarterly and monthly statements, to normal year-for the omission of footnotes, and certain reclassifications and ordinary end audit of period adjustments and the absence accruals (all of footnotes). Except aswhich are of a recurring nature and none of which individually, and to the extent, disclosed or in the Company’s Form 10-K for the fiscal year ended December 31aggregate, 2010, since December 31, 2010, nothing has occurred that has had, or could reasonably would be expected to have, a material adverse change in any of (i) the legality, validity or enforceability of the Loan Documents taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documentsmaterial).

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheets sheet of the Company and its Subsidiaries for the fiscal year of the Company ended December 31November 30, 2010 and the fiscal quarter ended September 9, 2011, 2006 and the related consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for such Persons fiscal year, and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year quarter of the Company ended February 28, 2007 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarter ended on such dates, as the case may bequarter, copies of which in each case have been furnished to the Lenders on or Administrative Agent and each Lender prior to the Closing Date, (i) present fairly in all material respects the consolidated financial position condition of the Company and its Subsidiaries at the date dates of such balance sheets said financial statements and the consolidated results of the operations of such Persons for the periods covered thereby and (ii) have been prepared in accordance with GAAP consistently applied (thereby, subject, in the case of the unaudited financial statements not relating to a full fiscal yearstatements, to normal year-end audit adjustments and the absence of footnotes)adjustments. Except asAll such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, and except to the extent, disclosed extent provided in the Company’s Form 10-K for the fiscal year ended December 31, 2010, since December 31, 2010, nothing has occurred that has had, or could reasonably be expected notes to have, a material adverse change in any of (i) the legality, validity or enforceability of the Loan Documents taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documentssaid financial statements.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) The consolidated balance sheets of the Company Parent and its Subsidiaries for the fiscal year ended December 31, 2010 1996 and the fiscal quarter three month period ended September 9on June 30, 20111997, and the related consolidated statements of income, cash flows and shareholders’ ' equity of Parent and its Subsidiaries for such Persons for the fiscal year and fiscal quarter or three month period ended on such datesas of said date, as the case may be, copies of which have been furnished to the Lenders Banks on or prior to the Closing Restatement Effective Date, (i) fairly present fairly in all material respects the consolidated financial position condition of the Company Parent and its Subsidiaries at the date of such balance sheets statements and the consolidated results of the operations of the Parent and its Subsidiaries for such Persons for fiscal year and three month period, as the periods covered thereby case may be. All of the foregoing financial statements are true and (ii) correct in all material respects and have been prepared in accordance with GAAP consistently applied (except to the extent provided in the notes to said financial statements and subject, in the case of the financial statements not relating to a full fiscal yearJune 30, 1997 statements, to normal year-end audit adjustments and the absence of footnotes)adjustments. Except as, and to the extent, disclosed in the Company’s Form 10-K for the fiscal year ended Since December 31, 20101996, since December 31, 2010, nothing there has occurred that has had, or could reasonably be expected to have, a been no material adverse change in any of the business, operations, property, assets, liabilities, condition (ifinancial or otherwise) the legality, validity or enforceability prospects of the Loan Documents Borrower or of Parent and its Subsidiaries taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documents.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) The consolidated balance sheets financial statements and financial statement schedules of the Company Borrower and its Subsidiaries for the fiscal year ended Subsidiaries, as of December 31, 2010 2004, 2005 and 2006, filed with the fiscal quarter ended September 9SEC as part of the Borrower’s annual report on Form 10-K, 2011, and the related consolidated statements of income, cash flows and shareholders’ equity of such Persons for the fiscal year and fiscal quarter ended on such dates, as the case may be, copies of which have been furnished to the Lenders on or prior to the Closing Date, (i) fairly present fairly in all material respects the consolidated results of operations of the Borrower and its Subsidiaries for the respective Fiscal Years ended on such dates, and the consolidated financial position of the Company Borrower and its Subsidiaries as at the dates of such balance sheets. Furthermore, the consolidated financial statements of the Borrower and its Subsidiaries, as at March 31, 2007 and for the three-month period ended on such date, filed with the SEC as part of the Borrower’s quarterly report on Form 10-Q, fairly present in all material respects the consolidated results of operations of the Borrower and its Subsidiaries for the three-month period ended on such date, and the consolidated financial position of the Borrower and its Subsidiaries at the date of such balance sheets and the consolidated results of the operations of sheet. All such Persons for the periods covered thereby and (ii) financial statements have been prepared in accordance with GAAP consistently applied (subjectapplied, in the case of the financial statements not relating to a full fiscal year, subject to normal year-end audit adjustments and the absence of footnotes). Except as, and to the extent, disclosed footnotes in the Company’s Form 10-K for case of the fiscal year ended December March 31, 2010, since December 31, 2010, nothing has occurred that has had, or could reasonably be expected to have, a material adverse change in any of (i) the legality, validity or enforceability of the Loan Documents taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documents2007 financial statements.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) The consolidated balance sheets sheet of the Company and its Subsidiaries for the fiscal year ended Borrower as at December 31, 2010 1996 and the fiscal quarter ended September 9Holdings as at December 31, 20111997, and the related consolidated statements of income, earnings and stockholders' equity and cash flows and shareholders’ equity of such Persons for the fiscal year and fiscal quarter period ended on as of such datesdate, in the case of the annual statements, have been examined by KMPG Peat Marwick LLP, which is an independent certified public accountant, which delivered unqualified opinions in respect thereto, copies of all of which financial statements referred to in the preceding clause have heretofore been furnished to each Bank, present fairly in all material respects the financial position of the Borrower or Holdings, as the case may be, copies of which have been furnished to the Lenders on or prior to the Closing Date, (i) present fairly in all material respects the consolidated financial position of the Company and its their respective Subsidiaries at the date dates of such balance sheets said statements and the consolidated results of the operations of such Persons for the periods period covered thereby and (ii) thereby. All such financial statements have been prepared in accordance with GAAP generally accepted accounting principles and practices consistently applied (subject, except to the extent provided in the case of the notes to said financial statements not relating and with respect to a full fiscal yearinterim financial statements, subject to normal year-year end audit adjustments and the absence of footnotes)adjustments. Except as, and to the extent, disclosed in the Company’s Form 10-K for the fiscal year ended Since December 31, 20101997, since December 31, 2010, nothing there has occurred that has had, or could reasonably be expected to have, a been no material adverse change in any the performance, business, assets, nature of assets, liabilities, operations, properties, condition (ifinancial or otherwise) the legality, validity or enforceability prospects of the Loan Documents taken Holdings and its Subsidiaries as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documents.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) The consolidated balance sheets of the Company and its Subsidiaries for the fiscal year ended December 31, 2010 2016 and the fiscal quarter ended September 9March 31, 20112017, and the related consolidated statements of income, cash flows and shareholders’ equity of such Persons for the fiscal year and fiscal quarter ended on such dates, as the case may be, copies of which have been furnished to the Lenders on or prior to the Closing Date, (i) present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries at the date of such balance sheets and the consolidated results of the operations of such Persons for the periods covered thereby and (ii) have been prepared in accordance with GAAP consistently applied (subject, in the case of the financial statements not relating to a full fiscal year, to normal year-end audit adjustments and the absence of footnotes). Except as, and to the extent, disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 20102016, since December 31, 20102016, nothing has occurred that has had, or could reasonably be expected to have, a material adverse change in any of (i) the legality, validity or enforceability of the Loan Documents taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documents.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) The consolidated balance sheets of the Company (i) Chancellor Media Corporation of Los Angeles and its Subsidiaries and Capstar Broadcasting Corporation for the fiscal year ended December 31, 2010 1998 and (ii) AMFM, Chancellor Media Corporation of Los Angeles, CRBP, CCI and their respective Subsidiaries for the fiscal quarter three-month period ended on September 930, 20111999, and the related consolidated statements of income, cash flows and shareholders’ ' equity of each such Persons Person and its Subsidiaries for the such fiscal year and fiscal quarter or three month period ended on such as of said dates, as the case may be, copies of which have been furnished to the Lenders on or prior to the Closing Initial Borrowing Date, (i) fairly present fairly in all material respects the consolidated financial position condition of the Company each such Person and its Subsidiaries at the date of such balance sheets statements and the consolidated results of the operations of each such Persons Person and its Subsidiaries for such fiscal year and three-month period, as the periods covered thereby case may be. All of the foregoing financial statements are true and (ii) correct in all material respects and have been prepared in accordance with GAAP consistently applied (except to the extent provided in the notes to said financial statements and subject, in the case of the financial statements not relating to a full fiscal yearSeptember 30, 1999 statements, to normal year-end audit adjustments and the absence of footnotes)adjustments. Except as, and After giving effect to the extent, disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 2010Transaction, since December 31, 20101998, nothing there has occurred that has had, or could reasonably be expected to have, a been no material adverse change in any of the business, operations, property, assets, liabilities, condition (ifinancial or otherwise) the legality, validity or enforceability prospects of the Loan Documents Borrower or of Parent and its Subsidiaries taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documents.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) The consolidated balance sheets sheet of the Company and its Subsidiaries for the fiscal year ended on December 31, 2010 and the fiscal quarter ended September 9, 20111997, and the related consolidated statements of income, cash flows and shareholders’ ' equity of such Persons the Company and its Subsidiaries for the fiscal year and fiscal quarter ended on such dates, as the case may bedate, copies of which have been furnished to the Lenders on or prior to the Closing Restatement Effective Date, (i) present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries at the date of such balance sheets sheet and the consolidated results of the operations of such Persons the Company and its Subsidiaries for the periods covered thereby and (ii) thereby. All of the foregoing financial statements have been prepared in accordance with GAAP generally accepted accounting principles consistently applied (subject, in the case applied. The PRO FORMA consolidated balance sheet of the financial statements not relating to a full fiscal year, to normal year-end audit adjustments Company and the absence its Subsidiaries as of footnotes). Except as, and to the extent, disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 20101997 and after giving effect to the Restatement Effective Date, since a copy of which has been furnished to the Lenders on or prior to the Restatement Effective Date, presents fairly in all material respects the PRO FORMA consolidated financial position of the Company and its Subsidiaries as of December 31, 20101997. Since December 31, nothing 1997, there has occurred that has had, or could reasonably be expected to have, a been no material adverse change in any of the business, operations, property, assets, liabilities, condition (ifinancial or otherwise) the legality, validity or enforceability prospects of the Loan Documents Company and its Subsidiaries taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documents.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. a) The consolidated balance sheets of the Company and its Subsidiaries for the fiscal year ended December 31, 2010 2013 and the fiscal quarter ended September 9March 31, 20112014, and the related consolidated statements of income, cash flows and shareholders’ equity of such Persons for the fiscal year and fiscal quarter ended on such dates, as the case may be, copies of which have been furnished to the Lenders on or prior to the Closing Date, (i) present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries at the date of such balance sheets and the consolidated results of the operations of such Persons for the periods covered thereby and (ii) have been prepared in accordance with GAAP consistently applied (subject, in the case of the financial statements not relating to a full fiscal year, to normal year-end audit adjustments and the absence of footnotes). Except as, and to the extent, disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 20102013, since December 31, 20102013, nothing has occurred that has had, or could reasonably be expected to have, a material adverse change in any of (i) the legality, validity or enforceability of the Loan Documents taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documents.