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 (A) as of and for the Fiscal Year ended December 31, 2011, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the Fiscal Quarter and the portion of the Fiscal Year ended March 31, 2012, 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 (B) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112022, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31June 30, 20122023, 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 normal year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112013, reported on by PricewaterhouseCoopers BDO USA, LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter and the portion of the Fiscal Year fiscal quarter ended March 31, 20122014 (other than a statement of stockholders equity), 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 (B) 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 divisional equity and cash flows (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20111997, reported on by PricewaterhouseCoopers LLPCoopers & Xxxxxxx L.L.P., independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31, 20121998, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31March 29, 20111999, reported on by PricewaterhouseCoopers Axxxxx Axxxxxxx LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31June 28, 20121999, 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 (Bii) 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 income, stockholders equity and cash flows as of and for the fiscal years ended December 31, 2008, December 31, 2009 and December 31, 2010, reported on by Ernst & Young LLP, independent public accountants and (Aii) as of and for the Fiscal Year ended December 31, 2011, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the Fiscal Quarter and the portion of the Fiscal Year fiscal quarter ended March 31, 20122011, certified by its chief financial officer. Such Other than as set forth on Schedule 3.4, 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 (Bii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and consolidated statements of income, stockholders stockholders’ equity and cash flows (A) as of and for the Fiscal Year fiscal year ended December 31September 28, 20112019, reported on by PricewaterhouseCoopers LLP, independent registered public accountantsaccounting firm, and (Bi) as of and for the Fiscal Quarter and Closing Date, the portion of the Fiscal Year ended March 31, 2012, certified by its chief other financial officerstatements described in Section 4.01(b) below. 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 consistently applied, subject to year year-end audit adjustments and the absence of footnotes and consolidated statements of stockholders’ equity in the case of the statements referred to in clause (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112010, reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31, 20122011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the consolidated 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 3130, 20112014, reported on by PricewaterhouseCoopers Pricewaterhouse Coopers LLP, independent public accountants, accountants and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31September 29, 20122015, 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 (Bii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet sheets and statements of incomeoperations, stockholders stockholders’ equity and cash flows (Ai) as of and for the Fiscal Year fiscal years ended December 31, 20112006 and 2007, reported on audited by and accompanied by the opinion of PricewaterhouseCoopers LLP, independent registered public accountants, and (Bii) as of and for the Fiscal Quarter and the portion of the Fiscal Year fiscal quarter ended March 31, 2012, certified by its chief financial officer2008. Such financial statements present fairly, in all material respects, the financial position and position, 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 certain footnotes in the case of the statements referred to in clause (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December May 31, 2011, 2011 reported on by PricewaterhouseCoopers LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31February 29, 2012, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31January 29, 2011, 2005 reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31July 30, 20122005, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31April 1, 2011, 2012 reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31July 1, 2012 and September 30, 2012, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31January 1, 20112013, reported on by PricewaterhouseCoopers Pricewaterhouse Coopers LLP, independent public accountants, accountants and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31July 2, 20122013, 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 (Bii) 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 shareholders equity and cash flows (Ai) as of and for the Fiscal Year fiscal years ended December 31June 30, 20112017 and June 30, 2018, reported on by PricewaterhouseCoopers Xxxxx Xxxxxxxx, LLP, independent public accountants, accountants and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion portions of the Fiscal Year fiscal year ended March December 31, 20122018, 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 (Bii) 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 (Ai) as of and for the Fiscal Year ended December 31, 2011, 2018 reported on by PricewaterhouseCoopers LLPXxxxxx & Xxxxx, PLLC, independent public accountants, and (Bii) as of and for the Fiscal Quarter and the portion of the Fiscal Year ended March 31September 30, 20122019, 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 normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112009, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31September 30, 20122010, 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 (Bii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to publicly filed with the Lenders SEC via the XXXXX filing system its consolidated balance sheet and statements of income, stockholders equity and cash flows (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112015, reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31June 30, 20122016, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112005, reported on by PricewaterhouseCoopers PriceWaterhouseCoopers LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31June 30, 20122006, 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 (Bii) 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 (A) as of and for the Fiscal Year ended fiscal years ending, and at December 3129, 20112001, December 28, 2002, and December 27, 2003. The financial statements described in Section 3.04(a) were reported on by PricewaterhouseCoopers LLP, independent public accountantsLLP for the fiscal years ending, and (B) as of at, December 29, 2001, December 28, 2002, and for the Fiscal Quarter and the portion of the Fiscal Year ended March 31December 27, 2012, certified by its chief financial officer2003. 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 conformity with GAAP, subject to year year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) aboveabove of this Section 3.04(a).

Financial Condition; No Material Adverse Change. (a) The the Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (Ai) as of and for the Fiscal Year fiscal year ended December 31, 2011, 2020 reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31, 20122021, June 30, 2021 and September 30, 2021, 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 (Bii) 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 (Ax) as of and for the Fiscal Year fiscal years ended December 31, 20112005, December 31, 2004 and December 31, 2003, reported on and audited by PricewaterhouseCoopers KPMG LLP, independent public accountants, and (By) as of and for the Fiscal Quarter and the portion of the Fiscal Year three-month period ended March 31, 2012, certified by its chief financial officer2006. Such All of the foregoing financial statements delivered pursuant to the preceding sentence 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 sub-clause (By) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, statements of changes in stockholders equity and statements of cash flows (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112005, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter and the portion of the Fiscal Year fiscal quarter ended March 31, 20122006, certified by its chief financial officera Responsible 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 date and for such periods period in accordance with GAAPGAAP consistently applied, subject to year end audit adjustments and the absence of footnotes full footnote disclosure in the case of the statements referred to in clause (Bii) 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 stockholders’ equity and cash flows (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112003, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent registered public accountantsaccounting firm, and (Bii) as of and for the Fiscal Quarter fiscal quarter ended September 30, 2004 and the portion of the Fiscal Year ended March 31, 2012fiscal year then ended, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112010, reported on by PricewaterhouseCoopers BDO Xxxxxxx, LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31, 20122011, 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 (Bii) above.

Financial Condition; No Material Adverse Change. (a) ------------------------------------------------ The Borrower has heretofore furnished to the Lenders its Limited's consolidated balance sheet and statements of income, stockholders equity and cash flows (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20111998, reported on by PricewaterhouseCoopers LLPXxxxxx Xxxxxxxx & Co., independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31, 20121999, 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 Limited 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112009, reported on by PricewaterhouseCoopers LLP, Borrower’s independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31September 30, 20122010, certified 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 year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) 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 (A) as of and for the Fiscal Year fiscal year ended December 31, 20112019, reported on by PricewaterhouseCoopers LLP, independent public accountants, as filed by the Borrower with the Securities and (B) Exchange Commission under the Securities Exchange Act of 1934, as of and for the Fiscal Quarter and the portion of the Fiscal Year ended March 31, 2012, certified by its chief financial officeramended. 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 (B) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112003, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31September 30, 20122004, 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 year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the consolidated and consolidating balance sheets of the Borrower and its consolidated balance sheet Subsidiaries and the related statements of income, stockholders equity and cash flows (A) as of and for the Fiscal Year fiscal years ended December 31, 20111999, December 31, 2000 and December 31, 2001, such consolidated financial statements being reported on by PricewaterhouseCoopers Pricewaterhouse Coopers, LLP, independent public accountants, and (B) as of and for the Fiscal Quarter and the portion of the Fiscal Year ended March 31, 2012, 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 (B) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 2011, 2018 reported on by PricewaterhouseCoopers BDO USA, LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31June 30, 20122019, 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 (Bii) 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 (Ai) as of and for the Fiscal Year ended December 31March 29, 20112014, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter and the portion of the Fiscal Year ended March December 31, 20122014, 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 year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112004 and the fiscal year ended December 31, 2005, as reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31, 20122006, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal years ended December 31, 20112003 and December 31, 2004, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31September 30, 20122005, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112003, reported on by PricewaterhouseCoopers LLPPriceWaterhouseCoopers, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 3127, 20122004, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 2011, reported on by PricewaterhouseCoopers PricewaterhouseCoopers, LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31September 30, 2012, certified by its chief financial officera Financial Officer of the Borrower. 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 (Bii) 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 (A) as of and for the Fiscal Year fiscal year ended December 31, 20112012, reported on by PricewaterhouseCoopers LLP, KPMG LLP or other independent public accountants, accountants and (Bii) a pro forma consolidated balance sheet as of the Effective Date. The financial statements described in clause (i) and for the Fiscal Quarter and the portion (ii) of the Fiscal Year ended March 31, 2012, 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, subject to year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (B) aboveexcept as therein provided.

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 (Ai) as of and for the Fiscal Year fiscal year ended December 31April 1, 20112006, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31July 1, 20122006, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal years ended December 31, 20111999 and December 31, reported on 2000, audited by PricewaterhouseCoopers KPMG LLP, independent public accountants, accountants and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31, 20122001, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112001, reported on by PricewaterhouseCoopers PriceWaterhouseCoopers LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31, 20122002, 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 year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 2011, 2008 reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31June 30, 20122009, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December March 31, 20112014, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31September 30, 20122014, 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 (Bii) 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 (A) as of and for the Fiscal Year fiscal year ended December 31, 20112019, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (B) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31September 30, 20122020, 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 year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (B) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 2011, 2008 reported on by PricewaterhouseCoopers PricewatershouseCoopers, LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31, 20122009, 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 year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 2011, 2009 reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31September 30, 20122010, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20111999, reported on by PricewaterhouseCoopers LLPArthxx Xxxexxxx XXX, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31September 30, 20122000, 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 42 48 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31October 25, 20112003, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent registered public accountantsaccounting firm, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31May 1, 20122004, 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 (Bii) 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 (Ai) as of and for the Fiscal Year ended December May 31, 20112007, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter and the portion of the Fiscal Year ended March 31February 29, 20122008, certified certi-fied by its chief financial officer. Such financial statements state-ments 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 year‑end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) 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 income, stockholders equity and cash flows (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112005, reported which are included with the Borrower’s annual report on by PricewaterhouseCoopers LLP, independent public accountantsForm 10-K, and (Bii) as of and for the Fiscal Quarter fiscal month and the portion of the Fiscal Year fiscal year ended March May 31, 20122006, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal years ended December 31, 20112004 and December 31, 2005, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31June 30, 20122006, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31June 30, 20112007, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31, 20122008, certified by its chief financial officer. Such financial statements present fairly, in all material 56 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 year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112002, reported on by PricewaterhouseCoopers LLPLLC, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31September 30, 20122003, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31September 30, 20112012, reported on by PricewaterhouseCoopers LLP, independent public accountantsaccountants reasonably acceptable to the Administrative Agent, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31June 30, 20122013, 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 year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its audited consolidated balance sheet and statements of income, stockholders equity and cash flows (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112001, reported on by PricewaterhouseCoopers KPMG, LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31September 30, 20122002, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 2011, 2010 reported on by PricewaterhouseCoopers LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31June 30, 20122011, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 2011, 2003 reported on by PricewaterhouseCoopers PricewatershouseCoopers, LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31September 30, 20122004, 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 year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20111999, reported on by PricewaterhouseCoopers LLPPricewaterhouseCoopers, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31, 20122000, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112005, reported on by PricewaterhouseCoopers KPMG LLP, an independent registered public accountantsaccounting firm, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31June 30, 20122006, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31September 28, 2011, 2007 reported on by PricewaterhouseCoopers LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31December 28, 20122007, 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 (Bii) 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 stockholders’ equity and cash flows (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20111999, reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31June 30, 20122000, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20111997, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31, 20121998, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112006, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31June 30, 20122007, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 2011, 2006 reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31June 30, 20122007, 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 (Bii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its the consolidated balance sheet and the related statements of income, stockholders stockholders’ equity and cash flows (Ai) as of and for the Fiscal Year fiscal years ended December 31, 20112002 and December 31, 2003, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March December 31, 20122004, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31March 30, 20112002, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31September 30, 20122002, 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 (Bii) 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 income, stockholders equity and cash flows (Ai) as of and for the Fiscal Year fiscal years ended December 31, 20112018 and December 31, 2019, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter and the portion of the Fiscal Year fiscal quarter ended March 31September 30, 20122020, in each case 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 2011, 2010 reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31, 20122011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the consolidated 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112021, reported on by PricewaterhouseCoopers LLP, independent registered public accountantsaccounting firm, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31, 2012, certified by its chief financial officer2022. 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 end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) 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 (Ai) as of and for the Fiscal Year ended fiscal years ending December 3127, 20112003 and December 25, 2004, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year ended March 31fiscal year ending June 26, 20122005, 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 conformity with GAAP, subject to year year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) above.above of this Section 3.04

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 (Ai) as of and for the Fiscal Year ended December 31, 20112010, reported on by PricewaterhouseCoopers Xxxxx Xxxxxxxx LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter and the portion of the Fiscal Year ended March 31September 30, 20122011, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 2011, 2021 reported on by PricewaterhouseCoopers BDO USA, LLP, independent public accountants, accountants and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31June 30, 20122022, 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 (Bii) 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 stockholders' equity and cash flows (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112003, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent registered public accountantsaccounting firm, and (Bii) as of and for the Fiscal Quarter fiscal quarter ended September 30, 2004 and the portion of the Fiscal Year ended March 31, 2012fiscal year then ended, 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 (Bii) above.

Financial Condition; No Material Adverse Change. (a) The US Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112015, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31July 2, 20122016, 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 US 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112014, reported on by PricewaterhouseCoopers McGladrey & Xxxxxx LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31September 30, 20122015, 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 GAAPGAAP or IFRS, as applicable, subject to year normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to publicly filed with the Lenders SEC via the XXXXX filing system its consolidated balance sheet and statements of income, stockholders equity and cash flows (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112017, reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31September 30, 20122018, 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 year‑end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) 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 (A) as of and for the Fiscal Year fiscal year ended December 31, 20112021, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (B) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31, 20122022, 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 year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (B) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112006, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31September 30, 20122007, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112003, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31June 30, 20122004, 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 year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112010, reported on by PricewaterhouseCoopers KPMG, LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31, 20122011, certified 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 year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) above.

Financial Condition; No Material Adverse Change. (a) The ix)The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (Ai) as of and for the Fiscal Year fiscal year ended December 31January 2, 20112021, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31July 17, 20122021, 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 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112001, reported on by PricewaterhouseCoopers LLPXxxxxx Xxxxxxxx, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31, 20122002, 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 year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December October 31, 20112016, reported on audited by PricewaterhouseCoopers KPMG LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarters and the portion of the Fiscal Year fiscal year ended March January 31, 20122016, April 30, 2016 and July 31, 2016, 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 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 2011, 2015 reported on by PricewaterhouseCoopers BDO USA, LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31September 30, 20122016, 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 (Bii) 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 stockholders' equity and cash flows (A) as of and for the Fiscal Year fiscal year ended December 31, 20112003, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (Bii) its consolidated balance sheet and statements of income and cash flows as of and for the Fiscal Quarter and the portion of the Fiscal Year fiscal quarter ended March 31, 20122004, 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 32 adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) above.

Financial Condition; No Material Adverse Change. (acn) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (Ai) as of and for the Fiscal Year fiscal year ended December 31, 2011, 2016 reported on by PricewaterhouseCoopers LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31September 30, 2012, 2017 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 GAAPGAAP or IFRS, as applicable, subject to year normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112005, reported on audited by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31June 30, 20122006, 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 GAAPGAAP (except as expressly noted therein), subject to year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112006, reported on by PricewaterhouseCoopers LLP, LLP independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31June 30, 20122007, 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 their 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 (Bii) above.. A/72096682.7

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 (Ai) as of and for the Fiscal Year fiscal year ended December 31November 30, 20112010, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March May 31, 20122011, 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 (Bii) 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 (Ai) as of and for the Fiscal Year ended December 3129, 20112001, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year ended March 31September 28, 20122002, certified by its chief financial officerFinancial 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 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 (Bii) 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 stockholders’ equity and cash flows (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112005, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent registered public accountantsaccounting firm, and (Bii) as of and for the Fiscal Quarter fiscal quarter ended June 30, 2006 and the portion of the Fiscal Year ended March 31, 2012fiscal year then ended, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 2011, 2010 reported on by PricewaterhouseCoopers PricewatershouseCoopers, LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31September 30, 20122011, 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 year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) 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 (A) as of and for the Fiscal Year fiscal year ended December 31, 20112020, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (B) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31, 20122021, 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 year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (B) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112010, reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31September 30, 20122011, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112014, reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter and the portion of the Fiscal Year fiscal quarter ended March 31, 20122015, certified by its chief financial officerofficer in accordance with the requirements of the Securities and Exchange Commission. 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31October 27, 20112001, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31July 27, 20122002, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20112003, reported on by PricewaterhouseCoopers LLP, independent registered public accountantsaccounting firm, and (Bii) as of and for the Fiscal Quarter fiscal quarter ended June 30, 2004 and the portion of the Fiscal Year ended March 31, 2012fiscal year then ended, 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 the 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December March 31, 20112023, reported on by PricewaterhouseCoopers LLPXxxxxx & Xxxxx, PLLC, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March December 31, 20122023, 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 normal year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20111997, reported on by PricewaterhouseCoopers Price Waterhouse LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31June 30, 20121998, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31, 20111997, reported on by PricewaterhouseCoopers Arthur Andersen LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter xx xx axx xxx xhe fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31June 30, 20121998, 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 (Bii) 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 (Ai) as of and for the Fiscal Year fiscal year ended December 31July 2, 2011, 2011 reported on by PricewaterhouseCoopers LLP, independent public accountants, and (Bii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended March 31October 1, 20122011, 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 (Bii) above.