The Borrower has furnished to each Lender (i) the audited consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2011 and the related consolidated statements of income, shareholders' equity and cash flows for the Fiscal Year then ended prepared by Ernst & Young, LLP and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2012, and the related unaudited consolidated statements of income and cash flows for the Fiscal Quarter and year-to-date period then ended.  The financial statements described above fairly present the consolidated financial condition of the Borrower and its Subsidiaries as of the date(s) thereof and the consolidated results of operations of the Borrower and its Subsidiaries for such periods in conformity with GAAP (subject in the case of interim statements, to year-end adjustments and the absence of notes).  Since December 31, 2011, there have been no changes with respect to the Borrower and its Subsidiaries that have had or could   reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect.