The (i) audited Consolidated financial statements of the Parent for the fiscal year of the Parent ended September 30, 2017 and (ii) the Consolidated financial statements of the Parent for the fiscal quarter of the Parent ended June 30, 2018, in each case, furnished to the Administrative Agent and the Lenders, are true and complete in all material respects, have been prepared in accordance with GAAP, and fairly present the financial condition of the Companies as of the date of such financial statements and the results of their operations for the period then ending, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii)  above. Since September 30, 2017, there has been no material change in any Company’s accounting procedures. Since the delivery to the Administrative Agent, for the benefit of the Lenders, pursuant to Section  5.03(b) hereof, of the most recently audited financial statements of the Parent, there has been no material adverse change in the Companies’ financial condition, properties or business, taken as a whole.