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

Financial Statements; No Material Adverse Change. (a) As of the date hereof, the Borrower has furnished to the Lenders the audited consolidated balance sheet of the Borrower as at September 30, 2009 and the related consolidated income statement and consolidated statement of shareholders’ equity and cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified report from KPMG LLP, which financial statements present fairly, in all material respects, the consolidated financial position of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. As of the date hereof, the Borrower has furnished to the Lenders the unaudited consolidated balance sheet of the Borrower as at December 31, 2009, and the related unaudited consolidated income statement and consolidated statement of cash flows for the three-month period ended on such date, which financial statements present fairly, in all material respects, the consolidated financial position of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the absence of certain footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants or otherwise disclosed therein).

Financial Statements; No Material Adverse Change. (a) As of the date hereof, the The Borrower has heretofore furnished to the Lenders (i) the audited consolidated Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30of December 31, 2009 2015 and the related consolidated Consolidated statements of income statement and consolidated statement of shareholders’ equity and cash flows for the fiscal year ended on such dateFiscal Year then ended, reported on by and accompanied by an unqualified report from KPMG LLP, which independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of [June 30], 2016 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by a Financial Officer of the Borrower. Such financial statements present fairly, in all material respects, the consolidated Consolidated financial position of the Borrower and its Subsidiaries as at of such date, dates and the consolidated its Consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. As of the date hereofsuch periods in accordance with GAAP, the Borrower has furnished subject to the Lenders the unaudited consolidated balance sheet absence of the Borrower as at December 31, 2009, footnotes and the related unaudited consolidated income statement and consolidated statement of cash flows for the three-month period ended on such date, which financial statements present fairly, in all material respects, the consolidated financial position of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and in the absence case of certain footnotes)the statements referred to in clause (ii) above. All such financial statementsNone of the Borrower or any of its Material Subsidiaries has on the date hereof any material contingent liabilities, including the related schedules and notes theretomaterial liabilities for taxes, have been prepared in accordance with GAAP applied consistently throughout the periods involved (material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as approved by the aforementioned firm of accountants referred to or otherwise disclosed therein)reflected or provided for in said balance sheets as at said dates.

Financial Statements; No Material Adverse Change. (a) As of the date hereof, the Borrower The Parent has heretofore furnished to the Lenders Lender (i) the audited consolidated Consolidated balance sheet of the Borrower Parent and its Subsidiaries as at September 30of December 31, 2009 20162018 and the related consolidated Consolidated statements of income statement and consolidated statement of shareholders’ equity and cash flows for the fiscal year ended on such dateFiscal Year then ended, reported on by and accompanied by an unqualified report from KPMG Ernst & Young LLP, which independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Parent and its Subsidiaries as of March 31, 2017September 30, 2019 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Parent’s chief financial officer. Such financial statements present fairly, in all material respects, the consolidated Consolidated financial position of the Borrower Parent and its Subsidiaries as at of such date, dates and the consolidated its Consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. As of the date hereofsuch periods in accordance with GAAP, the Borrower has furnished to the Lenders the unaudited consolidated balance sheet of the Borrower as at December 31, 2009, and the related unaudited consolidated income statement and consolidated statement of cash flows for the three-month period ended on such date, which financial statements present fairly, in all material respects, the consolidated financial position of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the absence of certain footnotes)footnotes in the case of the statements referred to in clause (ii) above and show all Material Debt and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof. All such financial statementsNone of the Parent or any of its Subsidiaries has on the date hereof any material contingent liabilities, including the related schedules and notes theretomaterial liabilities for taxes, have been prepared in accordance with GAAP applied consistently throughout the periods involved (material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as approved by the aforementioned firm of accountants referred to or otherwise disclosed therein)reflected or provided for in said balance sheets as at said dates.

Financial Statements; No Material Adverse Change. (a) As of the date hereof, the The Borrower has heretofore furnished to the Lenders (i) the audited consolidated Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30of December 31, 2009 2005 and the related consolidated Consolidated statements of income statement and consolidated statement of shareholders’ equity and cash flows for the fiscal year ended on such dateFiscal Year then ended, reported on by and accompanied by an unqualified report from KPMG LLP, which independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2006 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Borrower’s chief financial officer. Such financial statements present fairly, in all material respects, the consolidated Consolidated financial position of the Borrower and its Subsidiaries as at of such date, dates and the consolidated its Consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. As of the date hereofsuch periods in accordance with GAAP, the Borrower has furnished to the Lenders the unaudited consolidated balance sheet of the Borrower as at December 31, 2009, and the related unaudited consolidated income statement and consolidated statement of cash flows for the three-month period ended on such date, which financial statements present fairly, in all material respects, the consolidated financial position of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the absence of certain footnotes)footnotes in the case of the statements referred to in clause (ii) above. All such financial statementsNone of the Borrower or any of its Material Subsidiaries has on the date hereof any material contingent liabilities, including the related schedules and notes theretomaterial liabilities for taxes, have been prepared in accordance with GAAP applied consistently throughout the periods involved (material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as approved by the aforementioned firm of accountants referred to or otherwise disclosed therein)reflected or provided for in said balance sheets as at said dates.

Financial Statements; No Material Adverse Change. (a) As of the date hereof, the Borrower The Parent has heretofore furnished to the Lenders (i) the audited consolidated Consolidated balance sheet of the Borrower Parent and its Subsidiaries as at September 30of December 31, 2009 2015 and the related consolidated Consolidated statements of income statement and consolidated statement of shareholders’ equity and cash flows for the fiscal year ended on such dateFiscal Year then ended, reported on by and accompanied by an unqualified report from KPMG Ernst & Young LLP, which independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Parent and its Subsidiaries as of September 30, 2016 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Parent’s chief financial officer. Such financial statements present fairly, in all material respects, the consolidated Consolidated financial position of the Borrower Parent and its Subsidiaries as at of such date, dates and the consolidated its Consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. As of the date hereofsuch periods in accordance with GAAP, the Borrower has furnished to the Lenders the unaudited consolidated balance sheet of the Borrower as at December 31, 2009, and the related unaudited consolidated income statement and consolidated statement of cash flows for the three-month period ended on such date, which financial statements present fairly, in all material respects, the consolidated financial position of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the absence of certain footnotes)footnotes in the case of the statements referred to in clause (ii) above and show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof. All such financial statementsNone of the Parent or any of its Subsidiaries has on the date hereof any material contingent liabilities, including the related schedules and notes theretomaterial liabilities for taxes, have been prepared in accordance with GAAP applied consistently throughout the periods involved (material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as approved by the aforementioned firm of accountants referred to or otherwise disclosed therein)reflected or provided for in said balance sheets as at said dates.

Financial Statements; No Material Adverse Change. (a) As of the date hereof, the Borrower The Parent has heretofore furnished to the Lenders Lender (i) the audited consolidated Consolidated balance sheet of the Borrower Parent and its Subsidiaries as at September 30of December 31, 2009 2016 and the related consolidated Consolidated statements of income statement and consolidated statement of shareholders’ equity and cash flows for the fiscal year ended on such dateFiscal Year then ended, reported on by and accompanied by an unqualified report from KPMG Ernst & Young LLP, which independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Parent and its Subsidiaries as of March 31, 2017 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Parent’s chief financial officer. Such financial statements present fairly, in all material respects, the consolidated Consolidated financial position of the Borrower Parent and its Subsidiaries as at of such date, dates and the consolidated its Consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. As of the date hereofsuch periods in accordance with GAAP, the Borrower has furnished to the Lenders the unaudited consolidated balance sheet of the Borrower as at December 31, 2009, and the related unaudited consolidated income statement and consolidated statement of cash flows for the three-month period ended on such date, which financial statements present fairly, in all material respects, the consolidated financial position of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the absence of certain footnotes)footnotes in the case of the statements referred to in clause (ii) above and show all Material Debt and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof. All such financial statementsNone of the Parent or any of its Subsidiaries has on the date hereof any material contingent liabilities, including the related schedules and notes theretomaterial liabilities for taxes, have been prepared in accordance with GAAP applied consistently throughout the periods involved (material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as approved by the aforementioned firm of accountants referred to or otherwise disclosed therein)reflected or provided for in said balance sheets as at said dates.

Financial Statements; No Material Adverse Change. (a) As of the date hereof, the The Borrower has heretofore furnished to the Lenders (i) the audited consolidated Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30of December 31, 2009 2014 and the related consolidated Consolidated statements of income statement and consolidated statement of shareholders’ equity and cash flows for the fiscal year ended on such dateFiscal Year then ended, reported on by and accompanied by an unqualified report from KPMG Ernst & Young LLP, which independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2015 and the related Consolidated statements of income and cash flows for the - 49 - Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Borrower’s chief financial officer. Such financial statements present fairly, in all material respects, the consolidated Consolidated financial position of the Borrower and its Subsidiaries as at of such date, dates and the consolidated its Consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. As of the date hereofsuch periods in accordance with GAAP, the Borrower has furnished to the Lenders the unaudited consolidated balance sheet of the Borrower as at December 31, 2009, and the related unaudited consolidated income statement and consolidated statement of cash flows for the three-month period ended on such date, which financial statements present fairly, in all material respects, the consolidated financial position of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the absence of certain footnotes)footnotes in the case of the statements referred to in clause (ii) above and show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof. All such financial statementsNone of the Borrower or any of its Subsidiaries has on the date hereof any material contingent liabilities, including the related schedules and notes theretomaterial liabilities for taxes, have been prepared in accordance with GAAP applied consistently throughout the periods involved (material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as approved by the aforementioned firm of accountants referred to or otherwise disclosed therein)reflected or provided for in said balance sheets as at said dates.

Financial Statements; No Material Adverse Change. (a) As of the date hereof, the The Borrower has heretofore furnished to the Lenders (i) the audited consolidated Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30of December 31, 2009 2012 and the related consolidated Consolidated statements of income statement and consolidated statement of shareholders’ equity and cash flows for the fiscal year ended on such dateFiscal Year then ended, reported on by and accompanied by an unqualified report from KPMG LLP, which independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2013 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by a Financial Officer of the Borrower. Such financial statements present fairly, in all material respects, the consolidated Consolidated financial position of the Borrower and its Subsidiaries as at of such date, dates and the consolidated its Consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. As of the date hereofsuch periods in accordance with GAAP, the Borrower has furnished subject to the Lenders the unaudited consolidated balance sheet absence of the Borrower as at December 31, 2009, footnotes and the related unaudited consolidated income statement and consolidated statement of cash flows for the three-month period ended on such date, which financial statements present fairly, in all material respects, the consolidated financial position of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and in the absence case of certain footnotes)the statements referred to in clause (ii) above. All such financial statementsNone of the Borrower or any of its Material Subsidiaries has on the date hereof any material contingent liabilities, including the related schedules and notes theretomaterial liabilities for taxes, have been prepared in accordance with GAAP applied consistently throughout the periods involved (material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as approved by the aforementioned firm of accountants referred to or otherwise disclosed therein)reflected or provided for in said balance sheets as at said dates.

Financial Statements; No Material Adverse Change. (a) As of the date hereof, the The Borrower has heretofore furnished to the Lenders (i) the audited consolidated Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30of December 31, 2009 2006 and the related consolidated Consolidated statements of income statement and consolidated statement of shareholders’ equity and cash flows for the fiscal year ended on such dateFiscal Year then ended, reported on by and accompanied by an unqualified report from KPMG Ernst & Young LLP, which independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2007 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Borrower’s chief financial officer. Such financial statements present fairly, and all financial statements delivered by the Borrower after the Effective Date pursuant to Section 5.01 will present fairly, in all material respects, the consolidated Consolidated financial position of the Borrower and its Subsidiaries as at such date, of the respective dates thereof and the consolidated its Consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. As of the date hereofrespective periods covered thereby in accordance with GAAP, the Borrower has furnished to the Lenders the unaudited consolidated balance sheet of the Borrower as at December 31, 2009, and the related unaudited consolidated income statement and consolidated statement of cash flows for the three-month period ended on such date, which financial statements present fairly, in all material respects, the consolidated financial position of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the absence of certain footnotesfootnotes in the case of the statements referred to in clause (ii) above or delivered pursuant to Section 5.01(b). All such financial statementsNone of the Borrower or any of its Material Subsidiaries has on the date hereof any material contingent liabilities, including the related schedules and notes theretomaterial liabilities for taxes, have been prepared in accordance with GAAP applied consistently throughout the periods involved (material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as approved by the aforementioned firm of accountants referred to or otherwise disclosed therein)reflected or provided for in said balance sheets as at said dates.

Financial Statements; No Material Adverse Change. (a) As of the date hereof, the Borrower The Parent has heretofore furnished to the Lenders Lender (i) the audited consolidated Consolidated balance sheet of the Borrower Parent and its Subsidiaries as at September 30of December 31, 2009 2018 and the related consolidated Consolidated statements of income statement and consolidated statement of shareholders’ equity and cash flows for the fiscal year ended on such dateFiscal Year then ended, reported on by and accompanied by an unqualified report from KPMG Exxxx & Young LLP, which independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Parent and its Subsidiaries as of September 30, 2019 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Parent’s chief financial officer. Such financial statements present fairly, in all material respects, the consolidated Consolidated financial position of the Borrower Parent and its Subsidiaries as at of such date, dates and the consolidated its Consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. As of the date hereofsuch periods in accordance with GAAP, the Borrower has furnished to the Lenders the unaudited consolidated balance sheet of the Borrower as at December 31, 2009, and the related unaudited consolidated income statement and consolidated statement of cash flows for the three-month period ended on such date, which financial statements present fairly, in all material respects, the consolidated financial position of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the absence of certain footnotes)footnotes in the case of the statements referred to in clause (ii) above and show all Material Debt and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof. All such financial statementsNone of the Parent or any of its Subsidiaries has on the date hereof any material contingent liabilities, including the related schedules and notes theretomaterial liabilities for taxes, have been prepared in accordance with GAAP applied consistently throughout the periods involved (material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as approved by the aforementioned firm of accountants referred to or otherwise disclosed therein)reflected or provided for in said balance sheets as at said dates.

Financial Statements; No Material Adverse Change. (a) As of the date hereof, the The Borrower has heretofore furnished to the Lenders (i) the audited consolidated Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30of December 31, 2009 2010 and the related consolidated Consolidated statements of income statement and consolidated statement of shareholders’ equity and cash flows for the fiscal year ended on such dateFiscal Year then ended, reported on by and accompanied by an unqualified report from KPMG Ernst & Young LLP, which independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2011 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Borrower's chief financial officer. Such financial statements present fairly, in all material respects, the consolidated Consolidated financial position of the Borrower and its Subsidiaries as at of such date, dates and the consolidated its Consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. As of the date hereofsuch periods in accordance with GAAP, the Borrower has furnished to the Lenders the unaudited consolidated balance sheet of the Borrower as at December 31, 2009, and the related unaudited consolidated income statement and consolidated statement of cash flows for the three-month period ended on such date, which financial statements present fairly, in all material respects, the consolidated financial position of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the absence of certain footnotes)footnotes in the case of the statements referred to in clause (ii) above and show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof. All such financial statementsNone of the Borrower or any of its Subsidiaries has on the date hereof any material contingent liabilities, including the related schedules and notes theretomaterial liabilities for taxes, have been prepared in accordance with GAAP applied consistently throughout the periods involved (material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as approved by the aforementioned firm of accountants referred to or otherwise disclosed therein)reflected or provided for in said balance sheets as at said dates.

Financial Statements; No Material Adverse Change. (a) As of the date hereof, the Borrower The Parent has heretofore furnished to the Lenders (i) the audited consolidated Consolidated balance sheet of the Borrower Parent and its Subsidiaries as at September 30of December 31, 2009 2012 and the related consolidated Consolidated statements of income statement and consolidated statement of shareholders’ equity and cash flows for the fiscal year ended on such dateFiscal Year then ended, reported on by and accompanied by an unqualified report from KPMG Ernst & Young LLP, which independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Parent and its Subsidiaries as of March 31, 2013 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Parent’s chief financial officer. Such financial statements present fairly, in all material respects, the consolidated Consolidated financial position of the Borrower Parent and its Subsidiaries as at of such date, dates and the consolidated its Consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. As of the date hereofsuch periods in accordance with GAAP, the Borrower has furnished to the Lenders the unaudited consolidated balance sheet of the Borrower as at December 31, 2009, and the related unaudited consolidated income statement and consolidated statement of cash flows for the three-month period ended on such date, which financial statements present fairly, in all material respects, the consolidated financial position of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the absence of certain footnotes)footnotes in the case of the statements referred to in clause (ii) above and show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof. All such financial statementsNone of the Parent or any of its Subsidiaries has on the date hereof any material contingent liabilities, including the related schedules and notes theretomaterial liabilities for taxes, have been prepared in accordance with GAAP applied consistently throughout the periods involved (material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as approved by the aforementioned firm of accountants referred to or otherwise disclosed therein)reflected or provided for in said balance sheets as at said dates.

Financial Statements; No Material Adverse Change. (a) As of the date hereof, the The Borrower has heretofore furnished to the Lenders (i) the audited consolidated Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30of December 31, 2009 2004 and the related consolidated Consolidated statements of income statement and consolidated statement of shareholders’ equity and cash flows for the fiscal year ended on such dateFiscal Year then ended, reported on by and accompanied by an unqualified report from KPMG Ernst & Young LLP, which independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2005 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Borrower’s chief financial officer. Such financial statements present fairly, in all material respects, the consolidated Consolidated financial position of the Borrower and its Subsidiaries as at of such date, dates and the consolidated its Consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. As of the date hereofsuch periods in accordance with GAAP, the Borrower has furnished to the Lenders the unaudited consolidated balance sheet of the Borrower as at December 31, 2009, and the related unaudited consolidated income statement and consolidated statement of cash flows for the three-month period ended on such date, which financial statements present fairly, in all material respects, the consolidated financial position of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the absence of certain footnotes)footnotes in the case of the statements referred to in clause (ii) above. All such financial statementsNone of the Borrower or any of its Material Subsidiaries has on the date hereof any material contingent liabilities, including the related schedules and notes theretomaterial liabilities for taxes, have been prepared in accordance with GAAP applied consistently throughout the periods involved (material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as approved by the aforementioned firm of accountants referred to or otherwise disclosed therein)reflected or provided for in said balance sheets as at said dates.

Financial Statements; No Material Adverse Change. (a) As of the date hereof, the The Borrower has heretofore furnished to the Lenders (i) the audited consolidated Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30of December 31, 2009 and the related consolidated Consolidated statements of income statement and consolidated statement of shareholders’ equity and cash flows for the fiscal year ended on such dateFiscal Year then ended, reported on by and accompanied by an unqualified report from KPMG LLP, which independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2010 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Borrower's chief financial officer. Such financial statements present fairly, in all material respects, the consolidated Consolidated financial position of the Borrower and its Subsidiaries as at of such date, dates and the consolidated its Consolidated results of its operations and its consolidated cash flows for such periods in accordance with GAAP, subject to the fiscal year then ended. As absence of footnotes in the case of the date hereof, the Borrower has furnished statements referred to the Lenders the unaudited consolidated balance sheet in clause (ii) above. None of the Borrower or any of its Material Subsidiaries has on the date hereof any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at December 31, 2009, and the related unaudited consolidated income statement and consolidated statement of cash flows for the three-month period ended on such date, which financial statements present fairly, in all material respects, the consolidated financial position of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the absence of certain footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants or otherwise disclosed therein)said dates.

Financial Statements; No Material Adverse Change. (a) As of the date hereof, the The Borrower has heretofore furnished to the Lenders (i) the audited consolidated Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30of December 31, 2011, December 31, 2010, and December 31, 2009 and the related consolidated Consolidated statements of income statement and consolidated statement of shareholders’ equity and cash flows for the fiscal year ended on such dateFiscal Year then ended, reported on by and accompanied by an unqualified report from KPMG Ernst & Young LLP, which independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2012 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Borrower’s chief financial officer. Such financial statements present fairly, and all financial statements delivered by the Borrower after the Effective Date pursuant to Section 5.01 will present fairly, in all material respects, the consolidated Consolidated financial position of the Borrower and its Subsidiaries as at such date, of the respective dates thereof and the consolidated its Consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. As of the date hereofrespective periods covered thereby in accordance with GAAP, the Borrower has furnished to the Lenders the unaudited consolidated balance sheet of the Borrower as at December 31, 2009, and the related unaudited consolidated income statement and consolidated statement of cash flows for the three-month period ended on such date, which financial statements present fairly, in all material respects, the consolidated financial position of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the absence of certain footnotesfootnotes in the case of the statements referred to in clause (ii) above or delivered pursuant to Section 5.01(b). All such financial statementsNone of the Borrower or any of its Material Subsidiaries has on the date hereof any material contingent liabilities, including the related schedules and notes theretomaterial liabilities for taxes, have been prepared in accordance with GAAP applied consistently throughout the periods involved (material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as approved by the aforementioned firm of accountants referred to or otherwise disclosed therein)reflected or provided for in said balance sheets as at said dates.

Financial Statements; No Material Adverse Change. (a) As of the date hereof, the The Borrower has heretofore furnished to the Lenders (i) the audited consolidated Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30of December 31, 2009 2010 and the related consolidated Consolidated statements of income statement and consolidated statement of shareholders’ equity and cash flows for the fiscal year ended on such dateFiscal Year then ended, reported on by and accompanied by an unqualified report from KPMG Ernst & Young LLP, which independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2011 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Borrower’s chief financial officer. Such financial statements present fairly, in all material respects, the consolidated Consolidated financial position of the Borrower and its Subsidiaries as at of such date, dates and the consolidated its Consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. As of the date hereofsuch periods in accordance with GAAP, the Borrower has furnished to the Lenders the unaudited consolidated balance sheet of the Borrower as at December 31, 2009, and the related unaudited consolidated income statement and consolidated statement of cash flows for the three-month period ended on such date, which financial statements present fairly, in all material respects, the consolidated financial position of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the absence of certain footnotes)footnotes in the case of the statements referred to in clause (ii) above. All such financial statementsNone of the Borrower or any of its Material Subsidiaries has on the date hereof any material contingent liabilities, including the related schedules and notes theretomaterial liabilities for taxes, have been prepared in accordance with GAAP applied consistently throughout the periods involved (material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as approved by the aforementioned firm of accountants referred to or otherwise disclosed therein)reflected or provided for in said balance sheets as at said dates.

Financial Statements; No Material Adverse Change. (a) As of the date hereof, the The Borrower has heretofore furnished to the Lenders (i) the audited consolidated Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30of December 31, 2009 2006 and the related consolidated Consolidated statements of income statement and consolidated statement of shareholders’ equity and cash flows for the fiscal year ended on such dateFiscal Year then ended, reported on by and accompanied by an unqualified report from KPMG Ernst & Young LLP, which independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2007 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Borrower’s chief financial officer. Such financial statements present fairly, in all material respects, the consolidated Consolidated financial position of the Borrower and its Subsidiaries as at of such date, dates and the consolidated its Consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. As of the date hereofsuch periods in accordance with GAAP, the Borrower has furnished to the Lenders the unaudited consolidated balance sheet of the Borrower as at December 31, 2009, and the related unaudited consolidated income statement and consolidated statement of cash flows for the three-month period ended on such date, which financial statements present fairly, in all material respects, the consolidated financial position of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the absence of certain footnotes)footnotes in the case of the statements referred to in clause (ii) above. All such financial statementsNone of the Borrower or any of its Material Subsidiaries has on the date hereof any material contingent liabilities, including the related schedules and notes theretomaterial liabilities for taxes, have been prepared in accordance with GAAP applied consistently throughout the periods involved (material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as approved by the aforementioned firm of accountants referred to or otherwise disclosed therein)reflected or provided for in said balance sheets as at said dates.

Financial Statements; No Material Adverse Change. (a) As of the date hereof, the Borrower The Parent has heretofore furnished to the Lenders (i) the audited consolidated Consolidated balance sheet of the Borrower Parent and its Subsidiaries as at September 30of December 31, 2009 2022 and the related consolidated Consolidated statements of income statement and consolidated statement of shareholders’ equity and cash flows for the fiscal year ended on such dateFiscal Year then ended, reported on by and accompanied by an unqualified report from KPMG Xxxxx & Young LLP, which independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Parent and its Subsidiaries as of March 31, 2023 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Parent’s chief financial officer. Such financial statements present fairly, in all material respects, the consolidated Consolidated financial position of the Borrower Parent and its Subsidiaries as at of such date, dates and the consolidated its Consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. As of the date hereofsuch periods in accordance with GAAP, the Borrower has furnished to the Lenders the unaudited consolidated balance sheet of the Borrower as at December 31, 2009, and the related unaudited consolidated income statement and consolidated statement of cash flows for the three-month period ended on such date, which financial statements present fairly, in all material respects, the consolidated financial position of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the absence of certain footnotes)footnotes in the case of the statements referred to in clause (ii) above and show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof. All such financial statementsNone of the Parent or any of its Subsidiaries has on the date hereof any material contingent liabilities, including the related schedules and notes theretomaterial liabilities for taxes, have been prepared in accordance with GAAP applied consistently throughout the periods involved (material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as approved by the aforementioned firm of accountants referred to or otherwise disclosed therein)reflected or provided for in said balance sheets as at said dates.

Financial Statements; No Material Adverse Change. (a) As of the date hereof, the Borrower The Parent has heretofore furnished to the Lenders (i) the audited consolidated Consolidated balance sheet of the Borrower Parent and its Subsidiaries as at September 30of December 31, 2009 2018 and the related consolidated Consolidated statements of income statement and consolidated statement of shareholders’ equity and cash flows for the fiscal year ended on such dateFiscal Year then ended, reported on by and accompanied by an unqualified report from KPMG Ernst & Young LLP, which independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Parent and its Subsidiaries as of September 30, 2019 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Parent’s chief financial officer. Such financial statements present fairly, in all material respects, the consolidated Consolidated financial position of the Borrower Parent and its Subsidiaries as at of such date, dates and the consolidated its Consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. As of the date hereofsuch periods in accordance with GAAP, the Borrower has furnished to the Lenders the unaudited consolidated balance sheet of the Borrower as at December 31, 2009, and the related unaudited consolidated income statement and consolidated statement of cash flows for the three-month period ended on such date, which financial statements present fairly, in all material respects, the consolidated financial position of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the absence of certain footnotes)footnotes in the case of the statements referred to in clause (ii) above and show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof. All such financial statementsNone of the Parent or any of its Subsidiaries has on the date hereof any material contingent liabilities, including the related schedules and notes theretomaterial liabilities for taxes, have been prepared in accordance with GAAP applied consistently throughout the periods involved (material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as approved by the aforementioned firm of accountants referred to or otherwise disclosed therein)reflected or provided for in said balance sheets as at said dates.