Audited Statement. The consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 1997, and the related consolidated statements of income, changes in shareholders' equity and cash flows for the period then ended, certified by KPMG LLP, heretofore delivered to the Agent and each of the Lenders, fairly present in all material respects the consolidated financial condition of the Borrower and its Consolidated Subsidiaries and the consolidated results of operations and cash flows as of the date and for the periods referred to therein and have been prepared in accordance with GAAP. There are no liabilities, direct or indirect, fixed or contingent, of the Borrower or any of its Consolidated Subsidiaries as of the date of such balance sheet which are material (in relation to the financial condition or operations of the Borrower and its Consolidated Subsidiaries) that are not reflected therein or in the notes thereto. There has been no adverse change in the financial condition or operations of the Borrower or any of its Consolidated Subsidiaries since the date of such balance sheet, and there has been no other adverse change in the Borrower, which is, in either case, material (in relation to the financial condition or operations of the Borrower and its Consolidated Subsidiaries).
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Audited Statement. The consolidated balance sheet sheets of the ----------------- Borrower and its Subsidiaries as of December 31, 1997, December 31, 1998 and December 31, 1999, and the related consolidated statements of income, changes in shareholders' equity and cash flows for the period then ended, certified by KPMG LLP, Ernst & Young heretofore delivered to the Administrative Agent and each of the Lenders, fairly present in all material respects the consolidated financial condition of the Borrower and its Consolidated Subsidiaries and the consolidated results of operations and cash flows as of the date and for the periods referred to therein and have been prepared in accordance with GAAP. There are no liabilities, direct or indirect, fixed or contingent, of the Borrower or any of its Consolidated Subsidiaries as of the date of such balance sheet which are material (in relation to the financial condition or operations of the Borrower and its Consolidated Subsidiaries) that are not reflected therein or in the notes thereto. There has been no adverse change in the financial condition or operations of the Borrower or any of its Consolidated Subsidiaries since the date of such balance sheet, and there has been no other adverse change in the Borrower, which is, in either case, material (in relation to the financial condition or operations of the Borrower and its Consolidated Subsidiaries).
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