Common use of Financial Matters Clause in Contracts

Financial Matters. (a) The Borrower has heretofore furnished to the Lender copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 1998, 1997, and 1996, and the related statements of income, stockholders' equity and cash flows for the fiscal years then ended, together with the opinion of KPMG Peat Marwick thereon or PricewaterhouseCoopers, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 1999, and the related statements of income, stockholders' equity and cash flows for the nine-month period then ended. Except as set forth in Schedule 4.11(a) attached hereto, such financial statements have been prepared in accordance with Generally Accepted Accounting Principles (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles and to normal year-end audit adjustments) and present fairly the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due).

Financial Matters. (a) The Borrower Vesta has heretofore furnished to the Lender copies of (i) the audited consolidated balance sheets of the Borrower Vesta and its Subsidiaries as of December 31, 1998, 1997, and 1996, and the related statements of income, stockholders' equity and cash flows for the fiscal years then ended, together with the opinion of KPMG Peat Marwick thereon or PricewaterhouseCoopers, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June September 30, 1999, and the related statements of income, stockholders' equity and cash flows for the nine-month period then ended. Except as set forth in Schedule 4.11(a) attached hereto, such financial statements have been prepared in accordance with Generally Accepted Accounting Principles (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles and to normal year-end audit adjustments) and present fairly the financial condition of the Borrower Vesta and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower Vesta and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower Vesta or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due).

Financial Matters. (a) The Borrower has prepared, and has heretofore furnished to the Lender Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 1998, 1997, 2010 and 19962009, and the related statements of income, stockholders' equity and cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of KPMG Peat Marwick thereon or PricewaterhouseCoopersLLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30March 31, 19992011, and the related statements of income, stockholders' equity and cash flows and stockholders’ equity for the ninethree-month period then ended. Except as set forth in Schedule 4.11(a) attached hereto, such Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles GAAP and to normal year-end audit adjustments) and present fairly in all material respects the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. Except as fully reflected in (x) the most recent financial statements referred to above and the notes thereto, (y) the financial statements previously delivered pursuant to Section 5.1, or (z) any Form 8-K filed by the Borrower with the SEC and previously delivered by the Borrower to the Administrative Agent, there are were, as of the date of the most recent financial statements described in the immediately foregoing clause (x) or (y) or, if later, the date of the most recently delivered Form 8-K, no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due)) that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect, and since the date thereof neither the Borrower nor any Subsidiary has incurred any liabilities or obligations that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect.

Financial Matters. (a) The Borrower has prepared, and has heretofore furnished to the Lender Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 19982008, 19972007, and 19962006, and the related statements of income, stockholders' equity and cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of KPMG Peat Marwick thereon or PricewaterhouseCoopersLLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30March 31, 19992009, and the related statements of income, stockholders' equity and cash flows and stockholders’ equity for the ninethree-month period then ended. Except as set forth in Schedule 4.11(a) attached hereto, such Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles GAAP and to normal year-end audit adjustments) and present fairly in all material respects the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. Except as fully reflected in (x) the most recent financial statements referred to above and the notes thereto, (y) the financial statements previously delivered pursuant to Section 5.1, or (z) any Form 8-K filed by the Borrower with the SEC and previously delivered by the Borrower to the Administrative Agent, there are were, as of the date of the most recent financial statements described in the immediately foregoing clause (x) or (y) or, if later, the date of the most recently delivered Form 8-K, no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due)) that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect, and since the date thereof neither the Borrower nor any Subsidiary has incurred any liabilities or obligations that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect.

Financial Matters. (a) The Borrower has heretofore furnished to ----------------- the Lender Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 19981995, 19971994, and 19961993, and the related statements of income, stockholders' equity and cash flows for the fiscal years then ended, together with the opinion of KPMG Peat Marwick thereon or PricewaterhouseCoopersthereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June September 30, 19991996, and the related statements of income, stockholders' equity and cash flows for the nine-month period then ended. Except as set forth in Schedule 4.11(a) attached hereto, such Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles and to normal year-end audit adjustments) and present fairly the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due).

Financial Matters. (a) The Borrower Parent has heretofore furnished to the Lender copies of (i) the audited consolidated balance sheets of the Borrower Parent and its Subsidiaries as of December 31, 1998, 1997, and 1996, and the related statements of income, cash flows and stockholders' equity and cash flows for the fiscal years then ended, together with the opinion of KPMG Peat Marwick thereon or PricewaterhouseCoopersthereon, and (ii) the unaudited consolidated balance sheet of the Borrower Parent and its Subsidiaries as of June 30, 1999, and the related statements of income, cash flows and stockholders' equity and cash flows for the ninesix-month period then ended. Except as set forth in Schedule 4.11(a) attached hereto, such Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles GAAP and to normal year-end audit adjustments) and present fairly in all material respects the financial condition of the Borrower Parent and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower Parent and its Subsidiaries for the respective periods then ended. Except as fully reflected in (x) the most recent financial statements referred to above and the notes thereto, (y) the financial statements previously delivered pursuant to Section 5.1, or (z) any Form 8-K filed by the Parent with the Securities and Exchange Commission and previously delivered by the Parent to the Lender, there are were, as of the date of the most recent financial statements described in the immediately foregoing clause (x) or (y) or, if later, the date of the most recently delivered Form 8-K, no material liabilities or obligations with respect to the Borrower Parent or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due)) that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect, and since the date thereof neither the Parent nor any Subsidiary has incurred any liabilities or obligations that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect.

Financial Matters. (a) The Borrower has heretofore furnished to the Lender Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 19981995, 19971994, 1993, and 19961992, and the related statements of income, stockholders' equity income and cash flows for the fiscal years then ended, together with the opinion of KPMG Peat Marwick thereon or PricewaterhouseCoopers, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June September 30, 19991996, and the related statements of income, stockholders' equity income and cash flows for the nine-month period then endedended (collectively, the "Historical Financial Statements"). Except as set forth in Schedule 4.11(a) attached hereto, such financial statements The Historical Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles (subject, with respect to the unaudited financial statementsHistorical Financial Statements, to the absence of notes required by Generally Accepted Accounting Principles and to normal year-end audit adjustments) and present fairly the financial condition position of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above Historical Financial Statements and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). Since December 31, 1995, there has been no Material Adverse Change, and, to the knowledge of the Borrower, no Material Adverse Change is threatened or reasonably likely to occur.

Financial Matters. (a) The Borrower Company has heretofore furnished to the Lender Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower Parent and its Subsidiaries as of December 31, 19982005, 19972004 and 2003, and 1996, and in each case with the related statements of income, stockholders' equity and cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion opinions of KPMG Peat Marwick thereon or PricewaterhouseCoopersErnst & Young LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower Parent and its Subsidiaries as of June 30, 1999the last day of the fiscal month most recently ended prior to the Closing Date for which such financial statements are available (which shall not be more than forty-five (45) days prior to the Closing Date), and the related statements of income, stockholders' equity income and cash flows for the nineyear-month to-date period then ended. Except as set forth in Schedule 4.11(a) attached hereto, such Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles GAAP and to normal year-end audit adjustments) and present fairly in all material respects the financial condition of the Borrower Parent and its Subsidiaries (on a consolidated basis basis) as of the respective dates thereof and the consolidated results of operations of the Borrower Parent and its Subsidiaries (on a consolidated basis) for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of Parent and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due)) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected.

Financial Matters. (a) The Borrower Company has heretofore furnished to the Lender Investors copies of (i) the audited consolidated balance sheets of the Borrower Company and its Subsidiaries as of December 31, 19982005, 19972004 and 2003, and 1996, and in each case with the related statements of income, stockholders' equity and cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of KPMG Peat Marwick thereon or PricewaterhouseCoopersHacker, Xxxxxxx & Xxxxx, P.A., certified public accountants, thereon, and (ii) the unaudited consolidated balance sheet of the Borrower Company and its Subsidiaries as of June 30, 19992006, and the related statements of income, stockholders' equity and cash flows and stockholders’ equity for the ninesix-month period then ended. Except as set forth in Schedule 4.11(a) attached hereto, such Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles GAAP and to normal year-end audit adjustments) and present fairly in all material respects the financial condition of the Borrower Company and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its Subsidiaries on a consolidated basis for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of Company and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due)) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected.

Financial Matters. (ac) The Borrower has prepared, and has heretofore furnished to the Lender Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 1998, 1997, 2014 and 19962013, and the related statements of income, stockholders' equity and cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of KPMG Peat Marwick thereon or PricewaterhouseCoopersLLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June September 30, 19992015, and the related statements of income, stockholders' equity and cash flows and stockholders’ equity for the ninesix-month period then ended. Except as set forth in Schedule 4.11(a) attached hereto, such Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles GAAP and to normal year-end audit adjustments) and present fairly in all material respects the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. Except as fully reflected in (x) the most recent financial statements referred to above and the notes thereto, (y) the financial statements previously delivered pursuant to Section 5.1, or (z) any Form 8-K filed by the Borrower with the SEC and previously delivered by the Borrower to the Administrative Agent, there are were, as of the date of the most recent financial statements described in the immediately foregoing clause (x) or (y) or, if later, the date of the most recently delivered Form 8-K, no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due)) that, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect, and since the date thereof neither the Borrower nor any Subsidiary has incurred any liabilities or obligations that, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect.

Financial Matters. (a) The Borrower Company has heretofore furnished to the Lender Investors copies of (i) the audited consolidated and consolidating balance sheets of the Borrower Company and its Subsidiaries (other than the Xxxxx Companies) as of December 31, 19982006 and 2005, 1997, and 1996, and in each case with the related statements of income, stockholders' equity and cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of KPMG Peat Marwick thereon or PricewaterhouseCoopersauditors thereon, and (ii) the unaudited consolidated and consolidating balance sheet of the Borrower Company and its Subsidiaries (other than the Xxxxx Companies) as of June 30December 31, 19992007, and the related statements of income, stockholders' equity and cash flows and stockholders’ equity for the nine-month period then endedyear ended December 31, 2007. Except as set forth in Schedule 4.11(a) attached hereto, such Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles and GAAP, to normal year-end audit adjustmentsadjustments and to the exclusion of all financial information relating to the Xxxxx Companies) and present fairly in all material respects the financial condition of the Borrower Company and its Subsidiaries (other than the Xxxxx Companies) on a consolidated and consolidating basis as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its Subsidiaries (other than the Xxxxx Companies) on a consolidated and consolidating basis for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of Company and its Subsidiaries (other than the Xxxxx Companies) of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due)) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected.

Financial Matters. (a) The Borrower has heretofore furnished to the Lender copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 1998, 1997, and 1996, 1995 and 1994 and the related statements of income, stockholders' equity and cash flows for the fiscal years then ended, together with the each opinion of KPMG Peat Marwick thereon or PricewaterhouseCoopersthe independent certified public accounting firm retained by the borrower thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30March 31, 19991997, and the related statements of income, stockholders' equity and cash flows for the ninethree-month period then ended. Except as set forth in Schedule 4.11(a) attached hereto, such Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles and to normal year-end audit adjustments) and present fairly the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due).

Financial Matters. (a) The Borrower has heretofore furnished to the Lender Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31Subsidiaries, 1998for the 2005 and 2004 fiscal years, 1997, and 1996, and in each case with the related statements of income, stockholders' equity ’ equity, comprehensive income and cash flows for the fiscal years then ended, together with the opinion opinions of KPMG Peat Marwick thereon or PricewaterhouseCoopersErnst & Young LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 1999for each subsequent fiscal quarter ended 45 days before the Closing Date, and the related statements of income, stockholders' equity ’ equity, comprehensive income and cash flows for the nine-month period then endedflows. Except as set forth in Schedule 4.11(a) attached hereto, such Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles GAAP and to normal year-end audit adjustments) and present fairly in all material respects the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries on a consolidated basis for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due)) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected.

Financial Matters. (a) The Borrower has heretofore furnished to the Lender Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries (including any Excluded Subsidiaries) as of December 31, 19982000, 1997, 2001 and 19962002, and the related statements of income, cash flows and stockholders' equity and cash flows for the fiscal years then ended, together with the opinion of KPMG Peat Marwick thereon or PricewaterhouseCoopersXxxxx & Young LLP thereon, and (ii) the unaudited draft audited consolidated balance sheet of the Borrower and its Subsidiaries (including any Excluded Subsidiaries) as of June 30December 31, 19992003, and the related statements of income, cash flows and stockholders' equity and cash flows for the ninetwelve month period then ended (the "Draft 2003 Audit") and (iii) the company-prepared consolidated balance sheets of the Borrower and its Subsidiaries (including Excluded Subsidiaries) for the two-month period then endedended February 29, 2004 (the "Two-Month Stub"). Except as set forth in Schedule 4.11(a) attached hereto, such Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles and to normal year-end audit adjustments) GAAP and present fairly the financial condition of the Borrower and its Subsidiaries (including any Excluded Subsidiaries) on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes theretothereto or as disclosed on SCHEDULE 8,11, there are no material liabilities or obligations with respect to of the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due).

Financial Matters. (a) The Borrower has prepared, and has heretofore furnished to the Lender Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 1998, 1997, 2020 and 19962021, and the related statements of income, stockholders' equity and cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of KPMG Peat Marwick thereon or PricewaterhouseCoopersLLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June September 30, 19992022, and the related statements of income, stockholders' equity and cash flows and stockholders’ equity for the nine-month period then ended. Except as set forth in Schedule 4.11(a) attached hereto, such Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles GAAP and to normal year-end audit adjustments) and present fairly in all material respects the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. Except as fully reflected in (x) the most recent financial statements referred to above and the notes thereto, (y) the financial statements previously delivered pursuant to Section 5.1, or (z) any Form 8-K filed by the Borrower with the SEC and previously delivered by the Borrower to the Administrative Agent, there are were, as of the date of the most recent financial statements described in the immediately foregoing clause (x) or (y) or, if later, the date of the most recently delivered Form 8-K, no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due)) that, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect, and since the date thereof neither the Borrower nor any Subsidiary has incurred any liabilities or obligations that, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect.

Financial Matters. (a) The Borrower has heretofore furnished or made available to the Administrative Agent and each Lender copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 19982002, 19972001, and 1996, 2000 and the related statements of income, stockholders' equity income and cash flows for the fiscal years then endedended December 31, 2002, 2001 and 2000, together with the opinion of KPMG Peat Marwick thereon or PricewaterhouseCoopersKPMG, LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 19992003, and the related statements of income, stockholders' equity income and cash flows for the ninesix-month period then ended. Except as set forth in Schedule 4.11(a) attached hereto, such Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles GAAP, and with respect to the financial statements described in clauses (i) and (ii) above, to normal year-end audit adjustments) and fairly present fairly in accordance with GAAP (x) the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof thereof, and (y) the consolidated results of operations of the Borrower and its Subsidiaries Subsidiaries, on a consolidated basis, for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due)) that would in accordance with GAAP have been required to be disclosed or provided for in such financial statements.

Financial Matters. (a) The Borrower Applicant has heretofore furnished to the Lender Agent copies of (i) the audited consolidated balance sheets of the Borrower Applicant and its Subsidiaries as of December 31, 2000, 1999, 1998, and 1997, and 1996, and the related statements of income, stockholders' ’ equity and cash flows for the fiscal years then ended, together with the opinion opinions of KPMG Peat Marwick thereon or PricewaterhouseCoopers, and LLP (iior its predecessor, Coopers & Xxxxxxx, LLP) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 1999, and the related statements of income, stockholders' equity and cash flows for the nine-month period then endedthereon. Except as set forth in Schedule 4.11(a) attached hereto, such Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles and to normal year-end audit adjustments) and present fairly the financial condition of the Borrower Applicant and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower Applicant and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower Applicant or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due).

Financial Matters. (a) The Borrower has heretofore furnished to the Lender Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of January 3, 2004, December 3128, 19982002 and December 29, 1997, and 19962001, and the related statements of income, stockholders' equity and cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of KPMG Peat Marwick Ernst & Young LLP or Xxxxxx Xxxxxxxx LLP (as the case may be) thereon or PricewaterhouseCoopers, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 1999the last day of the ninth fiscal month of fiscal year 2004, and the related statements of income, stockholders' equity and cash flows and stockholders’ equity for the nine-month period then ended. Except as set forth in Schedule 4.11(a) attached hereto, such Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles GAAP and to normal year-end audit adjustments) adjustments and present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due)) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected.

Financial Matters. (a) The Borrower has heretofore furnished to the Lender Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower Parent and its Subsidiaries as of December January 31, 19982010, 1997February 1, 2009 and 1996February 3, and 2008, in each case with the related statements of income, stockholders' equity and cash flows and stockholders’ equity for the fiscal years Fiscal Years then ended, together with the opinion of KPMG Peat Marwick thereon or PricewaterhouseCoopersPricewaterhouseCoopers LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower Parent and its Subsidiaries as of June 30October 31, 19992010, and the related statements of income, stockholders' equity and cash flows and stockholders’ equity for the nine9-month period then ended. Except as set forth in Schedule 4.11(a) attached hereto, such Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles GAAP and to normal year-end audit adjustments) and present fairly in all material respects the financial condition of the Borrower Parent and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower Parent and its Subsidiaries on a consolidated basis for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of Parent and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due)) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected.

Financial Matters. (a) The Borrower Xxxxxxxx has heretofore furnished to the Lender Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower Xxxxxxxx and its Subsidiaries as of December 31, 19982010, 19972009 and 2008, and 1996, and in each case with the related statements of income, stockholders' equity and cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of KPMG Peat Marwick thereon or PricewaterhouseCoopersErnst & Young LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower Xxxxxxxx and its Subsidiaries as of June September 30, 19992011, and the related statements of income, stockholders' equity and cash flows and stockholders’ equity for the nine-month period then ended. Except as set forth in Schedule 4.11(a) attached hereto, such Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles GAAP and to normal year-end audit adjustments) and present fairly in all material respects the financial condition of the Borrower Xxxxxxxx and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower Xxxxxxxx and its Subsidiaries on a consolidated basis for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of Xxxxxxxx and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due)) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected.

Financial Matters. (a) The Borrower has heretofore furnished to the Lender copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 1998, 1997, and 1996, and the related statements of income, stockholders' equity and cash flows for the fiscal years then ended, together with the opinion of KPMG Peat Marwick thereon or PricewaterhouseCoopers, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June September 30, 1999, and the related statements of income, stockholders' equity and cash flows for the nine-month period then ended. Except as set forth in Schedule 4.11(a) attached hereto, such financial statements have been prepared in accordance with Generally Accepted Accounting Principles (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles and to normal year-year- end audit adjustments) and present fairly the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due).

Financial Matters. (a) The Borrower has heretofore furnished to the Lender Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 19982005, 1997January 1, 2005 and 1996January 3, 2004, and the related statements of income, stockholders' equity and cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of KPMG Peat Marwick Ernst & Young LLP thereon or PricewaterhouseCoopers, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 1999the last day of the first quarter of fiscal year 2006, and the related statements of income, stockholders' equity and cash flows and stockholders’ equity for the nineone-month quarter period then ended. Except as set forth in Schedule 4.11(a) attached hereto, such Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles GAAP and to normal year-end audit adjustments) adjustments and present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due)) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected.

Financial Matters. (a) The Borrower has heretofore furnished to the Lender Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31Subsidiaries, 1998for the 2007 and 2006 fiscal years, 1997, and 1996, and in each case with the related statements of income, stockholders' equity ’ equity, comprehensive income and cash flows for the fiscal years then ended, together with the opinion opinions of KPMG Peat Marwick thereon or PricewaterhouseCoopersErnst & Young LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 1999for each subsequent fiscal quarter ended 45 days before the Closing Date, and the related statements of income, stockholders' equity ’ equity, comprehensive income and cash flows for the nine-month period then endedflows. Except as set forth in Schedule 4.11(a) attached hereto, such Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles GAAP and to normal year-end audit adjustments) and present fairly in all material respects the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries on a consolidated basis for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due)) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected.