Common use of Financial Matters Clause in Contracts

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2010, and the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of Ernst & Young LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2011, and the related statements of income, cash flows and stockholders’ equity for the six (6)-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 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 as of the Restatement Effective Date, 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 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, 2004 and 2003 and the related statements of income, income and cash flows and stockholders’ equity for the fiscal years then endedended December 31, 2004, 2003 and 2002, together with the opinion of Ernst & Young KPMG, LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 20112005, and the related statements of income, income and cash flows and stockholders’ equity for the six (6)-month six-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 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 as of the Restatement Effective Datethereto, 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 to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower CRA and its Subsidiaries as of December 31, 20101996, 1995, and 1994, and the related consolidated statements of income, income and cash flows and stockholders’ equity for the fiscal years then endedended December 31, 1996, 1995 and 1994, together with the opinion of Ernst & Young Xxxxxx Xxxxxxxx LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower CRA and its Subsidiaries as of June 30, 20111997, and the related consolidated statements of income, income and cash flows and stockholders’ equity for the six (6)-month six-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 the financial condition of the Borrower CRA and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower CRA 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 as of the Restatement Effective Datethereto, there are no material liabilities or obligations with respect to the Borrower CRA 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 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, income and cash flows and stockholders’ equity for the fiscal years then endedended December 31, 2010, 2009 and 2008, together with the opinion of Ernst & Young KPMG, LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2011, and the related statements of income, income and cash flows and stockholders’ equity for the six (6)-month 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 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 as of the Restatement Effective Datethereto, 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 to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of for the fiscal years ending December 31, 20102004, December 31, 2005 and December 31, 2006 and the related statements of income, shareholders’ equity and cash flows and stockholders’ equity for the fiscal years or period then ended, together with the opinion of Ernst & Young LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2011the last day of the last fiscal quarter ending at least 45 days prior to the Closing Date, and the related statements of income, shareholders’ equity and cash flows and stockholders’ equity for the six (6)-month partial period then ended. Such consolidated financial statements (A) 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-year end adjustments), (B) and present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis Subsidiaries, and the results of their operations and their cash flows, as of the respective dates thereof and for the consolidated results of operations periods indicated and (C) show all material indebtedness and other liabilities, direct or contingent, 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 as of the Restatement Effective Date, 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)date thereof.

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower Parent and its Subsidiaries as of December 31February 3, 20102013, January 29, 2012, and January 30, 2011, in each case with the related statements of income, cash flows and stockholders’ equity for the Fiscal Years then ended, together with the opinion of PricewaterhouseCoopers LLP thereon, and (ii) the unaudited consolidated balance sheet of the Parent and its Subsidiaries as of May 5, 2013, and the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of Ernst & Young LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2011, and the related statements of income, cash flows and stockholders’ equity for the six (6)-month 3-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 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 as of the Restatement Effective Datethereto, 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 has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 20102004, and the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of Ernst & Young LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 20112005, and the related statements of income, cash flows and stockholders’ equity for the six (6)-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 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 as of the Restatement Effective Closing Date, 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 Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 20101998 and 1997, and the related statements of income, cash flows and stockholders’ ' equity for the fiscal years then ended, together with the opinion of Ernst & Young LLP Arthxx Xxxexxxx XXX thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June September 30, 20111999, and the related statements of income, cash flows and stockholders’ ' equity for the six (6)-month nine-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 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 as of the Restatement Effective Dateor 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).

Financial Matters. (a) The Borrower has heretofore furnished ----------------- to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 20101997, 1996, and 1995, and the related statements of income, income and cash flows and stockholders’ equity for the fiscal years then endedended December 31, 1997, 1996 and 1995, together with the opinion of Ernst & Young LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June September 30, 20111998, and the related statements of income, income and cash flows and stockholders’ equity for the six (6)-month nine-month period then ended. Such financial statements have been prepared in accordance with GAAP and, if applicable, Regulation S-X under the Exchange Act (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 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 as of the Restatement Effective Datethereto, 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 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, income and cash flows and stockholders’ equity for the fiscal years then endedended December 31, 2009, 2008 and 2007, together with the opinion of Ernst & Young KPMG, LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30March 31, 20112010, and the related statements of income, income and cash flows and stockholders’ equity for the six (6)-month 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 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 as of the Restatement Effective Datethereto, 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 to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 20102005, and the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of Ernst & Young LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 20112006, and the related statements of income, cash flows and stockholders’ equity for the six (6)-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 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 as of the Restatement Effective Date, 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 Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 20102014, and the related statements of income, cash flows and stockholdersshareholders’ equity for the fiscal years then ended, together with the opinion of Ernst & Young LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June September 30, 20112015, and the related statements of income, cash flows and stockholdersshareholders’ equity for the six nine (6)-month 9)-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 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 as of the Restatement Effective Date, 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 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, 20102013, 2012 and 2011 and the related statements of income, income and cash flows and stockholders’ equity for the fiscal years then endedended December 31, 2013, 2012 and 2011, together with the opinion of Ernst & Young KPMG, LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30March 31, 20112014, and the related statements of income, income and cash flows and stockholders’ equity for the six (6)-month 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 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 as of the Restatement Effective Datethereto, 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.