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

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its the consolidated balance sheet and statements of incomeearnings, stockholders shareholders’ equity and cash flows of the Borrower, (i) as of and for the fiscal year years ended December 31, 2013 2016 and 2015, each reported on by Ernst Deloitte & YoungTouche LLP, an independent registered public accountants, accounting firm and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 2014, certified by its chief financial officer2017. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Parent has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of incomeoperations, stockholders shareholders’ equity and cash flows (i) as of and for the fiscal year ended December 31April 27, 2013 2018, reported on by Ernst & YoungPricewaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended June 30July 27, 2014, certified by its chief financial officer2018. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2018 reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142019, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December January 31, 2013 2010 reported on by Ernst Deloitte & YoungTouche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30October 31, 2014, 2010 certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its restated pro forma consolidated balance sheet and statements of income, stockholders equity partners’ capital and cash flows (i) as of and for the fiscal year years ended December 31, 2013 2010 and December 31, 2011, reported on by Ernst & YoungBDO, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142012, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated the Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveunaudited quarterly financial statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31February 28, 2013 reported on by Ernst & Young, independent public accountants2007, and (ii) as of and for the fiscal quarter month and the JPMorgan Chase Bank, N.A. Credit Agreement portion of the fiscal year ended June 30March 31, 20142008, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2018, reported on by Ernst & YoungMNP LLC, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142019, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Holdings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPIFRS, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and consolidated statements of income, comprehensive income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2015, reported on by Ernst & YoungPricewaterhouseCoopers LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 2014, certified by its chief financial officer2016. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries subsidiaries as of such dates and for such periods on a consolidated basis in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December July 31, 2013 reported on by Ernst & Young, independent public accountants2013, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June April 30, 2014, certified by its chief accounting officer or chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. Such financial statements referred have been reviewed by an independent public accountant reasonably acceptable to in clause (ii) abovethe Agent utilizing agreed upon procedures.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2007, reported on by Ernst Deloitte & YoungTouche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142008, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2019, reported on by Ernst & Young, independent public accountants, the Accounting Firm and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30ending March 31, 2014, certified by its chief financial officer2020. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2007, reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142008, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2011, reported on by Ernst & YoungPricewaterhouseCoopers, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142012, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31June 30, 2013 2008, reported on by Ernst & Young, independent public accountantsan Approved Auditor, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142008, certified by its chief financial officer. Such financial statements present 42 fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31April 30, 2013 2013, reported on by Ernst & YoungKPMG, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30October 31, 20142013, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveunaudited quarterly financial statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2010, reported on by Ernst & YoungUHY LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 2014, certified by its chief financial officer2011. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveunaudited quarterly financial statements.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 3130, 2013 2006, reported on by Ernst Deloitte & YoungTouche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30October 6, 20142007, certified by one of its chief financial officerFinancial Officers. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Holdings and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to customary year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31June 30, 2013 2008, reported on by Ernst & Young, independent public accountantsan Approved Auditor, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142008, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and consolidated statements of incomeoperations, stockholders equity equities and cash flows (i) as of and for the fiscal year ended December 31, 2013 2000, reported on by Ernst & YoungKPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142001, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity retained earnings and cash flows (i) as of and for the fiscal year ended December 31, 2013 reported on 2017, audited by Ernst & YoungDeloitte LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142018, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Parent Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended December 31April 3, 2013 2010, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter Fiscal Quarter and the portion of the fiscal year Fiscal Year ended June 30January 1, 20142011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of the end of and for the fiscal year ended December 312018 Fiscal Year, 2013 reported on by Ernst Deloitte & YoungTouche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion third Fiscal Quarter of the fiscal year ended June 30, 20142019, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year ended December March 31, 2013 2010, reported on by Ernst Deloitte & YoungTouche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142010, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Parent has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 1997, reported on by Ernst & YoungXxxxx Xxxxxxxx LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20141998, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2017, reported on by Ernst & Young, independent public accountants, the Accounting Firm and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June ending September 30, 2014, certified by its chief financial officer2018. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 312011, 2013 reported on by Ernst Deloitte & YoungTouche, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142012, certified by its chief financial officerFinancial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes subject, in the case of the statements referred to in clause (ii) above, to normal year-end audit, adjustments, that would not in the aggregate be material, and the absence of footnotes.

Financial Condition; No Material Adverse Change. (a) The Borrower has Borrowers have heretofore furnished to the Lenders its Holdings’ consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2004, reported on by Ernst & YoungPricewaterhouseCoopers, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142005, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Holdings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders statement of changes in equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 reported on 2018, audited by Ernst & YoungKPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142019, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in material accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2007 reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142008, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Parent has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31June 30, 2013 2009, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142009, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit 57 adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Parent Guarantor has heretofore furnished to the Lenders its audited consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2012, reported on by Ernst & YoungXxxxx Xxxxxxxx LLC, independent public accountants, accountants and (ii) its unaudited financial statements as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142013, certified by its chief financial officerFinancial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent Guarantor and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveunaudited quarterly financial statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2007, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142008, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and consolidated statements of income, comprehensive income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2016, reported on by Ernst & YoungPricewaterhouseCoopers LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 2014, certified by its chief financial officer2017. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries subsidiaries as of such dates and for such periods on a consolidated basis in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2000, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142001, certified on behalf of the Company by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2005, reported on by Ernst Deloitte & YoungTouche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30July 15, 20142006, certified by one of its chief financial officerFinancial Officers. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Holdings and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to customary year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31January 2, 2013 2010 reported on by Ernst & and Young, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30July 3, 20142010, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2016, reported on by Ernst & YoungXxxxx Xxxxxxxx LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142017, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Holding and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end normal year‑end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2017, reported on by Ernst & YoungDeloitte and Touche, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142018, certified by its chief financial officerFinancial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2016, reported on by Ernst & Young, KPMG LLP or other independent public accountants, accountants and (ii) a pro forma consolidated balance sheet as of and for the fiscal quarter and the portion Effective Date. The financial statements described in clause (i) of the fiscal year ended June 30, 2014, certified by its chief financial officer. Such financial statements preceding sentence present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, except as therein provided and subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveunaudited quarterly financial statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2017 reported on by Ernst & Young, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, certified by its chief financial officer2018. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity income and cash flows (i) as of and for the fiscal year ended December 31, 2013 2014, as reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142015, certified by its the chief financial officerofficer of the General Partner. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31April 27, 2013 2007 reported on by Ernst Deloitte & YoungTouche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30July 27, 20142007, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2009 reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142010, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and consolidated statements of income, comprehensive income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2017, reported on by Ernst & YoungPricewaterhouseCoopers LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, certified by its chief financial officer2018. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries subsidiaries as of such dates and for such periods on a consolidated basis in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Parent Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2014, reported on by Ernst Deloitte & YoungTouche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142015, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent Borrower and its consolidated Restricted Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2010, reported on by Ernst Deloitte & Young, independent public accountantsTouche LLP, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, certified by its chief financial officer2011. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP and, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above, subject to year-end audit adjustments and the absence of footnotes.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31September 28, 2013 2007 reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30October 3, 20142008, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders Administrative Agent its consolidated balance sheet and statements of incomeoperations, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year years ended December 31, 2013 reported on 2014, December 31, 2015 and December 31, 2016, in each case audited by Ernst & YoungYoung LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year six months ended June 30, 2014, certified by its chief financial officer2017. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited financial statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2012, reported on by Ernst & YoungXxxxx Xxxxxxxx LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142013, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveunaudited quarterly financial statements.

Financial Condition; No Material Adverse Change. (a) The Administrative Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31June 30, 2013 2007, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142008, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Administrative Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of incomeoperations, stockholders equity stockholders' equity, comprehensive loss and cash flows (i) as of and for the fiscal year ended December 31, 2013 reported on 2002, certified by Ernst & Young, its independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142003, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results 50 of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveunaudited quarterly financial statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2001, reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142002, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.. [Credit Agreement [Three Year]]

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity retained earnings and cash flows (i) as of and for the fiscal year ended December 31, 2013 reported on 2016, audited by Ernst & YoungDeloitte LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142017, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2015 reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142016, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2004, reported on by Ernst & YoungPricewaterhouseCoopers LLC, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year nine months ended June September 30, 20142005, certified by its chief financial officerFinancial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31September 30, 2013 2003, reported on by Ernst Deloitte & YoungTouche, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30December 31, 20142003, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2009 reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142010, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2005 reported on by Ernst Deloitte & Young, Touche LLP independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2005, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (ai) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (iA) as of and for the fiscal year ended December 31, 2013 2006, reported on by Ernst & YoungYoung LLP, independent public accountants, and (iiB) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142007, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (iiB) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2006, reported on by Ernst Deloitte & Young, independent public accountantsTouche LLP, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, certified by its chief financial officer2007. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP and, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above, subject to year-end audit adjustments and the absence of footnotes.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31February 2, 2013 1997, reported on by Ernst Deloitte & YoungTouche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30July 18, 20141997, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Holdings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Parent has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2009, reported on by Ernst Deloitte & YoungTouche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142010, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Hxxxxx Parent has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31September 30, 2013 2019, reported on by Ernst & YoungDeloitte LLP, independent public accountants, and (ii) as of and for the fiscal quarter month and the portion of the fiscal year ended June 30August 31, 20142020, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Hxxxxx Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity income and cash flows (i) as of and for the fiscal year ended December 31, 2013 2006, as reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142007, certified by its the chief financial officerofficer of the General Partner. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31September 28, 2013 2007 reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30December 28, 20142007, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows ([i) ] as of and for the fiscal year ended December 31, 2013 2009, reported on by Ernst & Young, independent public accountants, and ([ii) ] as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142010, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause ([ii) ] above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2010 reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Administrative Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31June 30, 2013 2006, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142007, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Administrative Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has Borrowers have heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended ending December 31, 2013 2004, reported on by Ernst & YoungBDO Seidman, LLP, independent public accountants, accountants and (ii) as of and for the xxx xxx fiscal quarter and the portion of the fiscal year ended June September 30, 20142005, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Borrowers and its consolidated their Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, GAAP subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveunaudited quarterly financial statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its the Parent’s consolidated balance sheet and statements of income, stockholders equity income and cash flows (i) as of and for the fiscal year ended December 312003, 2013 reported on by Ernst & YoungYoung L.L.P., independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142004, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its the Parent’s consolidated balance sheet and statements of income, stockholders equity income and cash flows (i) as of and for the fiscal year ended December 312011, 2013 reported on by Ernst & YoungYoung L.L.P., independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142012, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (ai) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (iA) as of and for the fiscal year ended December 31, 2013 2003, reported on by Ernst & YoungYoung LLP, independent public accountants, and (iiB) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142004, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (iiB) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31June 30, 2013 2006, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2006, reported on by Ernst & YoungEKS&H, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142007, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveunaudited quarterly financial statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2011, reported on by Ernst & Young, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142012, certified by its chief financial officer. Such financial statements state­ments present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December January 31, 2013 2006 reported on by Ernst & Young, Young LLP independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June April 30, 20142006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders statement of changes in equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 reported on 2012, audited by Ernst & YoungKPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142013, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in material accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2007, reported on by Ernst & YoungBDO Xxxxxxx LLC, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30September 27, 20142008, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity income and cash flows (i) as of and for the fiscal year ended December 312003, 2013 reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142004, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2003, reported on by Ernst & Young, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142004, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 313, 2013 2016 reported on by Ernst & YoungKPMG LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 303, 20142017, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2015, reported on by Ernst & YoungBDO USA, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142016, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end normal year‑end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished made available to the Lenders its consolidated balance sheet statement of financial position and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2014, reported on by Ernst Deloitte & Young, independent public accountantsTouche LLP, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 2014, certified by its chief financial officer2015. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP and, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above, subject to year-end audit adjustments and the absence of footnotes.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2007, reported on by Ernst & YoungEKS&H, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30October 31, 20142007, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveunaudited quarterly financial statements.

Financial Condition; No Material Adverse Change. (ai) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (iA) as of and for the fiscal year ended December 31, 2013 2012, reported on by Ernst & YoungYoung LLP, independent public accountants, and (iiB) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142013, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (iiB) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished made available to the Lenders its consolidated balance sheet statement of financial position and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2017, reported on by Ernst Deloitte & Young, independent public accountantsTouche LLP, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, certified by its chief financial officer2018. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP and, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above, subject to year‑end audit adjustments and the absence of footnotes.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31September 30, 2013 2011, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30December 31, 20142011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-normal year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Parent has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December August 31, 2013 1999, reported on by Ernst & YoungPricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30May 31, 20142000, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended December 31, 2013 2008, reported on by Ernst & YoungBDO Sxxxxxx, LLP, independent public accountants, and (ii) as of and for the fiscal quarter Fiscal Quarter and the portion of the fiscal Fiscal year ended June September 30, 20142009, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end year‑end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31January 3, 2013 2009, reported on by Ernst & YoungKPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30October 3, 20142009, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (ai) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (iA) as of and for the fiscal year ended December 31, 2013 2010, reported on by Ernst & YoungYoung LLP, independent public accountants, and (iiB) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (iiB) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity income and cash flows (i) as of and for the fiscal year ended December 31, 2013 2016, as reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142017, certified by its the chief financial officerofficer of the General Partner. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders stockholders' equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2002, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142003, certified by its chief financial officerFinancial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2005, reported on by Ernst & YoungXxxxxxx Xxxx Forester of Texas, P.C., independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.. CARRIZO REVOLVING CREDIT AGREEMENT Index

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity income and cash flows (i) as of and for the fiscal year ended December 312003, 2013 reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March, 20142004, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2011, reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30July 31, 20142012, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders Administrative Agent its (i) consolidated balance sheet and statements of income, stockholders equity income and cash flows (i) as of and for the fiscal year ended December 31, 2013 reported on 2017, audited by Ernst & YoungDeloitte LLP, independent public accountants, and (ii) consolidated balance sheet and statement of income as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, certified by its chief financial officer2018. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Restricted Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited financial statements referred to in clause clauses (ii) above.