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

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 2013, there has been no material adverse change in the business, assets, results of operations, or financial condition of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated Consolidated balance sheet and Consolidated statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December March 31, 2013 2005, reported on by Ernst & YoungPricewaterhouseCoopers, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, 2005 certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) . Since December March 31, 20132005, there has been no material adverse change in the business, assets, results of operations, or financial condition or operations of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet sheets and statements of income, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year years ended December 31September 30, 2012, September 30, 2013 and September 30, 2014, audited and reported on by Ernst & YoungYoung LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion portions of the fiscal year ended June 30December 31, 2014, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31September 30, 20132014, there has been no material adverse change in the business, assets, results of operations, prospects or condition (financial condition or otherwise) of the Borrower Company and its the Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December January 31, 2013 2010 reported on by Ernst Deloitte & YoungTouche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30October 31, 2014, 2010 certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December January 31, 20132010, there has been no material adverse change in the business, assets, results of operationsproperty, or financial condition or prospects of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December March 31, 2013 2004, reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142004, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December March 31, 20132004, there has been no material adverse change in the business, assets, results of operations, or financial condition of the Borrower and its the Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 313, 2013 2016 reported on by Ernst & YoungKPMG LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 4, 20142017, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 313, 20132016, there has been no material adverse change in the business, assets, financial condition, results of operations, operations or financial condition prospects of the Borrower Company and its Subsidiaries, the Subsidiaries taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2018 reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142019, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132018, there has been no material adverse change in the business, assets, results of operations, or financial condition of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year years ended December 31, 2013 2014, December 31, 2015 and December 31, 2016, reported on by Ernst Deloitte & YoungTouche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 2014, certified by its chief financial officer2017. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132016, there has been no material adverse change in the business, assets, results of operations, operations or financial condition of the Borrower Company and its the Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31June 30, 2013 2006, reported on by Ernst & Young, independent public accountantsan Approved Auditor, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142007, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31June 30, 20132006, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31April 27, 2013 2007 reported on by Ernst Deloitte & YoungTouche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30July 27, 20142007, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31April 27, 20132007, there has been no material adverse change in the business, assets, results of operationsoperations or condition, financial or financial condition otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2011, reported on by Ernst & YoungPricewaterhouseCoopers, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142012, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132011, there has been no material adverse change in the business, assets, results of operationsoperations or condition, financial or financial condition otherwise, of the Borrower and its Subsidiariesthe other Loan Parties, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended December 31, 2013 2015, reported on by Ernst & YoungBDO ▇▇▇▇▇▇▇, LLP, independent public accountants, and (ii) as of and for the fiscal quarter Fiscal Quarter and the portion of the fiscal year Fiscal Year ended June 30, 20142016, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132015, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower Company and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower Parent has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31June 30, 2013 2009, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142009, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31June 30, 20132009, there has been no material adverse change in the business, assets, results of operationsoperations or condition, financial or financial condition otherwise, of the Borrower Parent and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended December 31, 2013 1999, reported on by Ernst & YoungPricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter Fiscal Quarter and the portion of the fiscal year Fiscal Year ended June September 30, 20142000, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause PARAGRAPH (ii) above. (b) Since December 31, 20131999, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31January 2, 2013 2010 reported on by Ernst & and Young, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30July 3, 20142010, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31January 2, 20132010, there has been no material adverse change in the business, assets, results of operationsproperty, condition (financial or financial condition otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of incomeearnings, stockholders shareholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 1995, reported on by Ernst & YoungYoung LLP, independent public accountantsauditors, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20141996, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31September 30, 20131996, there has been no material adverse change in the business, assets, results of operationsoperations or condition, financial or financial condition otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2007, reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142008, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132007, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2007 reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142008, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132007, there has been no material adverse change in the business, assets, results of operationsproperty or condition, financial or financial condition otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31November 27, 2013 2004 reported on by Ernst & YoungPricewaterhouseCoopers LLP and KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30August 27, 20142005, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31November 27, 20132004, there has been no material adverse change in the business, assets, financial condition, results of operations, operations or financial condition prospects of the Borrower Company and its Subsidiaries, the Subsidiaries taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31June 30, 2013 2008, reported on by Ernst & Young, independent public accountantsan Approved Auditor, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142008, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31June 30, 20132006, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower and its Subsidiaries, taken as a whole, except as otherwise disclosed in the ▇▇▇▇▇▇ Financial Information.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2014 reported on by Ernst & YoungPricewaterhouseCoopers LLC, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2015 and June 30, 20142015, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132014, there has been no material adverse change in the business, assets, results of operations, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Parent Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended December 31April 3, 2013 2010, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter Fiscal Quarter and the portion of the fiscal year Fiscal Year ended June 30January 1, 20142011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31April 3, 20132010, there has been no material adverse change in the business, assets, results of operations, property or condition (financial condition or otherwise) of the Parent Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31June 30, 2013 2008, reported on by Ernst & Young, independent public accountantsan Approved Auditor, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142008, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31June 30, 20132006, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower and its Subsidiaries, taken as a whole, except as otherwise disclosed in the ▇▇▇▇▇▇ Financial Information delivered to the Administrative Agent on January 29, 2009 and to the Lenders on January 30, 2009.

Financial Condition; No Material Adverse Change. (a) The U.S. Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31May 28, 2013 2011, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30September 3, 20142011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the U.S. Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end year‑end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (ba) Since December 31May 28, 20132011, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the U.S. Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of income, stockholders stockholders' equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2001, reported on by Ernst & Young, independent public accountants, and (ii) its consolidated balance sheet and statements of income and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142002, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132001, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2021 reported on by Ernst & YoungBDO USA, LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142022, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132021, there has been no material adverse change in the business, assets, results of operations, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended December 31, 2013 2010 reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter Fiscal Quarter and the portion of the fiscal year Fiscal Year ended June 30April 1, 20142011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132010, there has been no material adverse change in the business, assets, results of operationsoperations or condition, financial or financial condition otherwise, of the Borrower Company and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower Parent has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 1997, reported on by Ernst & Young▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20141998, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31June 30, 20131998, there has been no material adverse change in the business, assetscondition (financial or otherwise), results of operations, performance or financial condition properties of the Borrower Parent and its the Restricted Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December January 31, 2013 2009 and January 31, 2010, reported on by Ernst & YoungPricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30July 31, 20142010, certified by its chief financial officerChief Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December January 31, 20132010, there has been no material adverse change in the business, assets, results operations or condition, financial or otherwise, of operations, or financial condition of the Borrower Holdings and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2007, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142008, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132007, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2006 reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142007, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132006, there has been no material adverse change in the business, assets, results of operationsoperations or condition, financial or financial condition otherwise, of the Borrower Company and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2010 reported on by Ernst Deloitte & YoungTouche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132010, there has been no material adverse change in the business, assets, results of operationsoperations or condition, financial or financial condition otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31April 1, 2013 2007, reported on by Ernst Deloitte & YoungTouche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30January 1, 20142007, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31April 1, 20132007, there has been no material adverse change in the business, assets, results of operations, property or condition (financial condition or otherwise) of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2014 reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2015 and June 30, 20142015, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132014, there has been no material adverse change in the business, assets, results of operationsoperations or condition, financial or financial condition otherwise, of the Borrower Company and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2010, reported on by Ernst & YoungKPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132010, there has been no material adverse change in the business, assets, results of operations, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31September 30, 2013 2006, reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June December 30, 20142006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 3130, 20132006, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2011, reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30July 31, 20142012, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December October 31, 20132011, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower and its Subsidiaries, taken as Subsidiaries which would reasonably be expected to have a wholeMaterial Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December March 31, 2013 2010, reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142010, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December March 31, 20132010, there has been no material adverse change in the business, assets, results of operations, or financial condition of the Borrower and its the Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated Consolidated balance sheet and Consolidated statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December March 31, 2013 2009, reported on by Ernst & YoungPricewaterhouseCoopers, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 2014, 2009 certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) . Since December March 31, 20132009, there has been no material adverse change in the business, assets, results of operations, or financial condition or operations of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2010 reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.. Table of Contents (b) Since December 31, 20132010, there has been no material adverse change in in, or a material adverse effect upon, the operations, business, assets, results of operationsproperties, or financial condition of the Borrower Company and its Subsidiaries, the Subsidiaries taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2008 reported on by Ernst & YoungPricewatershouseCoopers, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142009, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December March 31, 20132009, there has been no material adverse change in the business, assets, results of operationsoperations or condition, financial or financial condition otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31March 30, 2013 2002, reported on by Ernst Deloitte & YoungTouche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142002, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31March 30, 20132002, there has been no material adverse change in the business, assets, results of operations, property or condition (financial condition or otherwise) of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 1999, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 2014, certified by its chief financial officer2000. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its the consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 2013As of the date of this Agreement, there has been no material adverse change in the business, assets, financial position or results of operations, or financial condition operations of the Borrower Company and its the consolidated Subsidiaries, taken as a whole, since December 31, 1999.

Financial Condition; No Material Adverse Change. (a) The Borrower Parent has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31June 30, 2013 2012 reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142012, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31June 30, 20132012, there has been no material adverse change in the business, assets, results of operations, operations or condition (financial condition or otherwise) of the Borrower Parent and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2010, reported on by Ernst & YoungKPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (ba) Since December 31, 20132010 through the date hereof, there has been no material adverse change in the business, assets, results of operations, property or condition, financial condition or otherwise, of the Borrower and its Subsidiaries, taken as a wholewhole (it being understood that the loss or potential loss of revenues associated with the acquisition of Healthspring, Inc. by Cigna Corporation shall not itself be deemed such a material adverse change).

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2006 reported on by Ernst Deloitte & YoungTouche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142007, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132006, there has been no material adverse change in the business, assets, results of operationsoperations or condition, financial or financial condition otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2005 reported on by Ernst & YoungKPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132005, there has been no material adverse change in the business, assets, results of operationsoperations or condition, financial or financial condition otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 2013, there has been no material adverse change in the business, assets, results of operationsproperty or condition, financial or financial condition otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2010 reported on by Ernst & YoungKPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132010, there has been no material adverse change in the business, assets, results of operations, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December May 31, 2013 2005, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30August 31, 20142005, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December August 31, 20132005, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower and its Subsidiaries, taken as a whole, that could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders Lender with its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2010, reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142011, certified by its chief financial officerChief Financial Officer. Such financial statements state­ments present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132010, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower and its Subsidiaries, taken as a wholewhole which has, or could reasonably be expected to have, a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The U.S. Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December May 31, 2013 2008, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30February 28, 20142009, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the U.S. Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31June 2, 20132007, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the U.S. Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2010 reported on by Ernst & YoungPricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132010, there has been no material adverse change in the business, assets, results of operations, condition (financial or financial condition otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2005, reported on by Ernst & YoungYoung LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and (which includes its consolidated Subsidiaries Subsidiaries) as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of condensed footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132005, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2009 reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142010, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132009, there has been no material adverse change in the business, assets, results of operations, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2018 reported on by Ernst & YoungBDO USA, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142019, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (ba) Since December 31, 20132016, there has been no material adverse change in the business, assets, results of operations, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2006, reported on by Ernst & YoungKPMG International, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year six-month period ended June 30, 20142007, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31June 30, 20132007, there has been no material adverse change in the business, assets, results of assets or operations, financial or financial condition otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2006, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142007, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its the consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132006, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower and its the Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of incomeearnings, stockholders shareholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 1996, reported on by Ernst & YoungYoung LLP, independent public accountantsauditors, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20141997, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.. 33 29 (b) Since December 31June 30, 20131997, there has been no material adverse change in the business, assets, results of operationsoperations or condition, financial or financial condition otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31January 3, 2013 2009, reported on by Ernst & YoungKPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30October 3, 20142009, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31January 3, 20132009, there has been no material adverse change in the business, assets, results of operationsoperations or condition, financial or financial condition otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended December 31June 30, 2013 2007, reported on by Ernst & YoungBDO S▇▇▇▇▇▇, independent public accountants, and (ii) as of and for the fiscal quarter Fiscal Quarter and the portion of the fiscal year Fiscal Year ended June 30December 29, 20142007, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, except as may be indicated in the notes thereto and subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31June 30, 20132007, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2005, reported on by Ernst & YoungKPMG LLC, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December March 31, 20132006, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2010 reported on by Ernst Deloitte & YoungTouche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132010, there has been no material adverse change in the business, assets, results of operations, condition (financial or financial condition otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2010, reported on by Ernst & YoungBDO ▇▇▇▇▇▇▇, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31September 30, 20132010, there has been no material adverse change in the business, assets, results of operationsoperations or condition, financial or financial condition otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has Borrowers have heretofore furnished to the Lenders its Administrative Agent the following financial statements: a consolidated balance sheet and statements of income, stockholders equity and cash flows of CAI (i) as of and for the fiscal year ended December January 31, 2013 2002 reported on by Ernst & Young, nationally recognized independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30October 31, 20142002, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower CAI and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December October 31, 20132002, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower CAI and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended December 3129, 2013 2001, reported on by Ernst & YoungPricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year Fiscal Year ended June 30September 28, 20142002, certified by its chief financial officerFinancial Officer. Such financial statements present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 3129, 20132001, there has been no material adverse change Material Adverse Change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2005, reported on by Ernst & YoungKPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132005, there has been no material adverse change in the business, assets, results of operationsoperations or condition, financial or financial condition otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of incomeearnings, stockholders shareholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2000, reported on by Ernst & YoungYoung LLP, independent public accountantsauditors, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142001, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31September 30, 20132001, there has been no material adverse change in the business, assets, results of operationsoperations or condition, financial or financial condition otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has Borrowers have heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2006, reported on by Ernst & Young, PricewaterhouseCoopers LLP independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142007, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Borrowers and its their consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.. A/72096682.7 (b) Since December 31, 20132006, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower Borrowers and its their Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2009 reported on by Ernst & Young, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142010, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132009, there has been no material adverse change in the business, assets, results of operations, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Parent Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended December 31March 29, 2013 2014, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter Fiscal Quarter and the portion of the fiscal year Fiscal Year ended June 30December 31, 2014, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31March 29, 20132014, there has been no material adverse change in the business, assets, results of operations, property or condition (financial condition or otherwise) of the Parent Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December March 31, 2013 2012 reported on by Ernst & YoungKPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142012, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December March 31, 20132012, there has been no material adverse change in the business, assets, results of operations, operations or condition (financial condition or otherwise) of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31November 30, 2013 2016, reported on by Ernst Deloitte & YoungTouche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30August 31, 20142017, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) . Since December 31November 30, 20132016, there has been no material adverse change in the business, assets, results of operations, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2000, reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142001, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132000, there has been no material adverse change in the business, assets, results of operationsoperations or condition, financial or financial condition otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31January 1, 2013 2013, reported on by Ernst & YoungPricewaterhouse Coopers LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30July 2, 20142013, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31January 1, 2013, there has been no material adverse change in the business, assets, results of operationsproperty, condition (financial or financial condition otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders (i) its consolidated balance sheet sheets and statements of incomeoperations, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year ended December 31January 29, 2013 2011, reported on by Ernst & YoungKPMG LLP, independent public accountants, accountants and (ii) its consolidated balance sheets and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year 39 weeks ended June 30October 29, 20142011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Holdings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-normal year end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31January 29, 20132011, there has been no material adverse change in the business, assets, results of operations, operations or financial condition of the Borrower Holdings and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December May 31, 2013 2013, reported on by Ernst Deloitte & Young, independent public accountantsTouche LLP, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30August 31, 20142013, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December May 31, 2013, there has been no material adverse change in the business, assets, results of operations, or financial condition of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2015 reported on by Ernst Deloitte & YoungTouche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2016 and June 30, 20142016, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132015, there has been no material adverse change in the business, assets, results of operations, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2009 reported on by Ernst Deloitte & YoungTouche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142010, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132009, there has been no material adverse change in the business, assets, results of operations, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2009 reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142010, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132009, there has been no material adverse change in the business, assets, results of operations, operations or condition (financial condition or otherwise) of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2011, reported on by Ernst & YoungKPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142012, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132011, there has been no material adverse change in the business, assets, results of operationsoperations or condition, financial or financial condition otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2014, reported on by Ernst & YoungKPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142015, certified by its chief financial officerofficer in accordance with the requirements of the Securities and Exchange Commission. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since As of the Effective Date, since December 31, 20132014, there has been no material adverse change in the business, assets, results of operations, operations or condition (financial condition or otherwise) of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders Administrative Agent (for itself and the Lenders) its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31November 30, 2013 2018, reported on by Ernst Deloitte & YoungTouche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30February 28, 20142019, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) . Since December 31November 30, 20132018, there has been no material adverse change in the business, assets, results of operations, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended December 31, 2013 2006, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter Fiscal Quarter and the portion of the fiscal year Fiscal Year ended June 30March 31, 20142007, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132006, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2010 reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132010, there has been no material adverse change in the business, assets, results of operations, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31June 30, 2013 2005, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30December 31, 20142005, certified by its chief financial officer. Such The financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31June 30, 20132005, there has been no material adverse change in the business, assets, results of operations, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole, and since the date of this Agreement there has been no other Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2010 reported on by Ernst & YoungKPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132010, there has been no material adverse change in the business, assets, results of operations, property or financial condition condition, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2015 reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142016, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132015, there has been no material adverse change in the business, assets, results of operations, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2011 reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2012 and June 30, 20142012, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132011, there has been no material adverse change in the business, assets, results of operationsproperty or condition, financial or financial condition otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows of Paychex, Inc. (i) as of and for the fiscal year ended December May 31, 2013 2008, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Paychex, Inc. and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December May 31, 20132008, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2003, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142004, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132003, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December March 31, 2013 2009 reported on by Ernst & YoungKPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30December 31, 20142009, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December March 31, 20132009, there has been no material adverse change in the business, assets, results of operations, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2011, reported on by Ernst & Young, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20142012, certified by its chief financial officer. Such financial statements state­ments present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31, 20132011, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December August 31, 2013 2010, reported on by Ernst & YoungYoung LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June November 30, 20142010, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December August 31, 20132010, there has been no material adverse change in the business, assets, results of operations, or condition, financial condition or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 313, 2013 2016 reported on by Ernst & YoungKPMG LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 303, 20142017, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 313, 20132016, there has been no material adverse change in the business, assets, financial condition, results of operations, operations or financial condition prospects of the Borrower and its Subsidiaries, the Subsidiaries taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31June 30, 2013 2009, reported on by Ernst & Young, independent public accountantsan Approved Auditor, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142010, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December March 31, 20132010, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 2010 reported on by Ernst & YoungPricewatershouseCoopers, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20142011, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31September 30, 20132011, there has been no material adverse change in the business, assets, results of operationsoperations or condition, financial or financial condition otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December May 31, 2013 2006, reported on by Ernst Deloitte & YoungTouche USA LLP, independent registered public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30August 31, 20142006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December August 31, 20132006, there has been no material adverse change in the business, assets, results of operations, prospects or condition, financial condition or otherwise, of the Borrower and its Subsidiaries, taken as a whole, that could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31September 30, 2013 1998, reported on by Ernst & YoungKPMG Peat Marwick LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20141999, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31September 30, 20131998, there has been no material adverse change in the business, assets, results of operationsoperations or condition, financial or financial condition otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year ended December 31September 30, 2013 2012, audited and reported on by Ernst & YoungYoung LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20142013, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since December 31September 30, 20132012, there has been no material adverse change in the business, assets, results of operations, prospects or condition (financial condition or otherwise) of the Borrower Company and its the Subsidiaries, taken as a whole.