Common use of Financial Matters Clause in Contracts

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, 2009 and 2008 and the related statements of income and cash flows for the fiscal years ended December 31, 2009, 2008 and 2007, together with the opinion of KPMG, LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2010, and the related statements of income and cash flows for the three-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and fairly present in accordance with GAAP (x) the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof, and (y) the 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 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 Matria has heretofore furnished or made available to the Administrative Agent and each Lender copies of (i) the audited consolidated balance sheets of the Borrower Matria and its Subsidiaries as of December 31, 2009 1997 and 2008 1996, and the related statements of income and income, cash flows and stockholders' equity for the fiscal years then ended and for the fiscal year ended December 31, 2009, 2008 and 20071995, together with the opinion of KPMG, KPMG Peat Marwick LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower Matria and its Subsidiaries as of March 31November 30, 20101998, and the related statements of income and income, cash flows and stockholders' equity for the threeeleven-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present in accordance with GAAP (x) the financial condition of the Borrower Matria and its Subsidiaries on a consolidated basis as of the respective dates thereof, thereof and (y) the consolidated results of operations of the Borrower Matria and its Subsidiaries, on a consolidated basis, 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 Matria 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 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 January 31, 2009 2013, 2012 and 2008 and 2011, in each case with the related statements of income and income, cash flows and stockholders’ equity for the fiscal years ended December 31, 2009, 2008 and 2007then ended, together with the opinion of KPMGKxxxxx & Company, LLP Inc. thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March October 31, 20102013, and the related statements of income and income, cash flows and stockholders’ equity for the threenine-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present in accordance with GAAP (x) all material respects the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof, thereof and (y) the results of operations of the Borrower and its Subsidiaries, Subsidiaries on a consolidated basis, 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 would are required in accordance with GAAP have been required to be disclosed or provided for reflected in such financial statementsstatements and that are not so reflected.

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, 2009 2004 and 2008 2003 and the related statements of income and cash flows for the fiscal years ended December 31, 20092004, 2008 2003 and 20072002, together with the opinion of KPMG, LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31June 30, 20102005, and the related statements of income and cash flows for the threesix-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and fairly present in accordance with GAAP (x) the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof, and (y) the 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 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 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, 2009 2013, 2012 and 2008 2011 and the related statements of income and cash flows for the fiscal years ended December 31, 20092013, 2008 2012 and 20072011, together with the opinion of KPMG, LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 20102014, and the related statements of income and cash flows for the three-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and fairly present in accordance with GAAP (x) the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof, and (y) the 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 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 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 January 31, 2009 2013, 2012 and 2008 and 2011, in each case with the related statements of income and income, cash flows and stockholders’ equity for the fiscal years ended December 31, 2009, 2008 and 2007then ended, together with the opinion of KPMGXxxxxx & Company, LLP Inc. thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31April 30, 20102013, and the related statements of income and income, cash flows and stockholders’ equity for the three-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present in accordance with GAAP (x) all material respects the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof, thereof and (y) the results of operations of the Borrower and its Subsidiaries, Subsidiaries on a consolidated basis, 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 would are required in accordance with GAAP have been required to be disclosed or provided for reflected in such financial statementsstatements and that are not so reflected.

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 Parent and its Subsidiaries as of December 31February 3, 2009 2013, January 29, 2012, and 2008 and January 30, 2011, in each case with the related statements of income and income, cash flows and stockholders’ equity for the fiscal years ended December 31, 2009, 2008 and 2007Fiscal Years then ended, together with the opinion of KPMG, PricewaterhouseCoopers LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower Parent and its Subsidiaries as of March 31May 5, 20102013, and the related statements of income and income, cash flows and stockholders’ equity for the three3-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present in accordance with GAAP (x) all material respects the financial condition of the Borrower Parent and its Subsidiaries on a consolidated basis as of the respective dates thereof, thereof and (y) the results of operations of the Borrower Parent and its Subsidiaries, Subsidiaries on a consolidated basis, 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 would are required in accordance with GAAP have been required to be disclosed or provided for reflected in such financial statementsstatements and that are not so reflected.

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, 2009 1997, 1996, and 2008 1995, and the related statements of income and income, cash flows and stockholders' equity for the fiscal years ended December 31, 2009, 2008 and 2007then ended, together with the opinion of KPMG, Deloitte & Touche LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 20101998, and the related statements of income and income, cash flows and stockholders' equity for the three-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present 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, on a consolidated basis, 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) that would in accordance with GAAP have been required to be disclosed or provided for in such financial statements).

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, 2009 1998 and 2008 1997, and the related statements of income and income, cash flows and stockholders' equity for the fiscal years ended December 31, 2009, 2008 and 2007then ended, together with the opinion of KPMG, LLP Arthxx Xxxexxxx XXX thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31September 30, 20101999, and the related statements of income and income, cash flows and stockholders' equity for the threenine-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) ), are true and correct in all material respects, and present fairly present 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, on a consolidated basis, 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 on SCHEDULE 5.11, there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries Material Subsidiary 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 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, 2009 2002, 2001 and 2008 2000 and the related statements of income income, stockholders’ equity and cash flows for the fiscal years ended December 31, 2009, 2008 and 2007then ended, together with the opinion of KPMG, LLP PricewaterhouseCoopers thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31June 30, 20102003, and the related statements of income income, stockholders’ equity and cash flows for the threesix-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present 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, on a consolidated basis, 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) that would in accordance with GAAP have been required to be disclosed or provided for in such financial statements).

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, 2009 1997, 1996, and 2008 1995, and the related statements of income and income, cash flows and stockholders' equity for the fiscal years ended December 31, 2009, 2008 and 2007then ended, together with the opinion of KPMG, KPMG Peat Marwick LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31June 30, 20101998, and the related statements of income and income, cash flows and stockholders' equity for the threesix-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present 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, on a consolidated basis, 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 6.1, or (z) any Form 8-K filed by the Borrower with the Securities and Exchange Commission and previously delivered by the Borrower to Lenders, 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 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, 2010, 2009 and 2008 and the related statements of income and cash flows for the fiscal years ended December 31, 20092010, 2008 2009 and 20072008, together with the opinion of KPMG, LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31June 30, 20102011, and the related statements of income and cash flows for the three-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and fairly present in accordance with GAAP (x) the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof, and (y) the 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 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 has heretofore furnished or made available to the Administrative Agent and each Lender copies of (i) the audited consolidated balance sheets of the Borrower Parent and its Subsidiaries as of December January 31, 2010, February 1, 2009 and 2008 and February 3, 2008, in each case with the related statements of income and income, cash flows and stockholders’ equity for the fiscal years ended December 31, 2009, 2008 and 2007Fiscal Years then ended, together with the opinion of KPMG, PricewaterhouseCoopers LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower Parent and its Subsidiaries as of March October 31, 2010, and the related statements of income and income, cash flows and stockholders’ equity for the three9-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present in accordance with GAAP (x) all material respects the financial condition of the Borrower Parent and its Subsidiaries on a consolidated basis as of the respective dates thereof, thereof and (y) the results of operations of the Borrower Parent and its Subsidiaries, Subsidiaries on a consolidated basis, 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 would are required in accordance with GAAP have been required to be disclosed or provided for reflected in such financial statementsstatements and that are not so reflected.

Financial Matters. (a) The Borrower has heretofore furnished or made available to the Administrative Agent and each Lender copies of the (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2009 1999, 1998, and 2008 1997, and the related statements of income and income, cash flows and stockholders' equity for the fiscal years ended December 31, 2009, 2008 and 2007then ended, together with the opinion of KPMGErnst & Young, LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31September 30, 2010, 2000 and the related statements of income and income, cash flows and stockholders' equity for the threenine-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present 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, on a consolidated basis, 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) that would in accordance with GAAP have been required to be disclosed or provided for in such financial statements).

Financial Matters. (a) The Borrower has heretofore furnished or made available to the Administrative Agent and each Lender copies of the (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2009 2003, 2002, and 2008 and 2001, in each case with the related statements of income and income, cash flows and stockholders’ equity for the fiscal years ended December 31, 2009, 2008 and 2007then ended, together with the opinion of KPMGErnst & Young, LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31September 30, 2010, 2004 and the related statements of income and income, cash flows and stockholders’ equity for the threenine-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly present in accordance with GAAP (x) the financial condition of the Borrower Bo rrower 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, 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).