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

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30, 2016, reported on by Meaden & ▇▇▇▇▇, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2017, certified by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender 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 September 30May 31, 20162014, reported on by Meaden Deloitte & ▇▇▇▇▇Touche 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 March 31February 28, 20172015, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end year‑end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince May 31, change 2014, there have been no events, acts, conditions or condition has occurred occurrences, singly or in the aggregate, that has had, have had or could reasonably be expected to have, have a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender Lenders its consolidated balance sheet and consolidated statements of income, stockholders comprehensive income, shareholders’ equity and cash flows (i) as of and for the fiscal year ended September 30October 1, 20162022, reported on by Meaden & ▇▇▇▇▇PricewaterhouseCoopers LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March December 31, 2017, certified by a Financial Officer2022 (and comparable period for the prior fiscal year). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of certain footnotes in the case of the statements referred to in clause (ii) above. (b) No Since December 31, 2022, there has not occurred any event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of incomeincome or operations, stockholders shareholders’ equity and cash flows (i) as of and for the fiscal year ended September 30, 20162010, reported on by Meaden & ▇▇▇▇▇Deloitte and Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20172011, certified by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince September 30, change 2010, there has been no development, event or condition has occurred circumstance, either individually or in the aggregate, that has had, had or could reasonably be expected to have, have a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender 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 September 30May 31, 20162013, reported on by Meaden Deloitte & ▇▇▇▇▇Touche LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter Fiscal Quarter and the portion of the fiscal year Fiscal Year ended March 31November 30, 20172013, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince May 31, change 2013, there have been no events, acts, conditions or condition has occurred occurrences, singly or in the aggregate, that has had, have had or could reasonably be expected to have, have a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company Holdings has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162015, reported on by Meaden & ▇▇▇▇▇PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20172016, certified by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Holdings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments (all of which, when taken as a whole, would not be materially adverse adverse) and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162015.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender its Lenders the consolidated balance sheet and statements of income, stockholders equity and cash flows of the Company and its Subsidiaries (i) as of and for the fiscal year ended September 30December 31, 2016, reported on by Meaden Ernst & ▇▇▇▇▇Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 2017, certified by a Financial Officerits 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 Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (ba) No Since December 31, 2016, no event, change development or condition circumstance has occurred that which has had, or could would reasonably be expected to have, a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company has Borrowers have heretofore furnished to the Lender its their consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162017, reported on by Meaden & ▇▇▇▇▇, independent public accountantsas set forth in SSI’s Form 10K for such fiscal year, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2017, certified by a Financial Officer2018 as set forth in SSI’s Form 10Q for such fiscal quarter. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrowers and its their respective consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments (all of which, when taken as a whole, would not be materially adverse adverse) and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could would reasonably be expected to have, a Material Adverse Effect, since September 30the last day of the fiscal year ended December 31, 20162017.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows Administrative Agent for delivery to the Lenders (i) as of and the audited consolidated annual financial statements for the Borrower and its Subsidiaries for fiscal year ended September 30, 2016, reported on by Meaden & ▇▇▇▇▇, independent public accountants2021, and (ii) as of and for the fiscal quarter and the portion most recent unaudited consolidated quarterly financial statements of the fiscal year ended March 31, 2017Consolidated Group, certified by a Financial OfficerOfficer of the Borrower. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries relevant entities as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No Since the date of the most recent audited consolidated annual financial statements for the Borrower and its Subsidiaries, no event, change development or condition circumstance has occurred that which has had, or could would reasonably be expected to have, a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity retained earnings and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162017, reported on audited by Meaden & ▇▇▇▇▇Deloitte LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 20172018, certified by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No Since September 30, 2018, no event, change development or condition circumstance has occurred that which has had, or could would reasonably be expected to have, a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 201620172023, reported on by Meaden & ▇▇▇▇▇ & YoungGrant ▇▇▇▇▇▇▇▇ ▇▇▇, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20172018, certified by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments (all of which, when taken as a whole, would not be materially adverse adverse) and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 201620172023.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162010, reported on by Meaden Deloitte & ▇▇▇▇▇, independent public accountantsTouche LLP, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 2017, certified by a Financial Officer2011. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP and, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above, subject to year-end audit adjustments and the absence of footnotes. (b) No eventSince December 31, change 2010, other than as specifically disclosed in the Borrower’s filings with the Securities and Exchange Commission, there has been no event or condition has occurred that has hadwould be reasonably likely to result in a material adverse effect on the business, assets, operations or could reasonably be expected to havecondition, financial or otherwise, of the Borrower and the Subsidiaries taken as a Material Adverse Effect, since September 30, 2016whole.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of incomeoperations, stockholders partners’ equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162013, reported on by Meaden Deloitte & ▇▇▇▇▇Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20172014, certified by a one of its Financial Officer. Officers. (b) Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) aboveSection 3.04(a)(ii). (bc) No Since December 31, 2013, there has been no event, change circumstance or condition has occurred occurrence that has had, had or could reasonably be expected to have, have a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender 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 September 30May 31, 20162013, reported on by Meaden Deloitte & ▇▇▇▇▇Touche 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 March 31November 30, 20172013, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince May 31, change 2013, there have been no events, acts, conditions or condition has occurred occurrences, singly or in the aggregate, that has had, have had or could reasonably be expected to have, have a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company has Borrowers have heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 201620182020, reported on by Meaden & ▇▇▇▇▇▇ LLC, independent public accountants, and (ii) as of and for the fiscal quarter month and the portion of the fiscal year ended March MayDecember 31, 201720192021, certified by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Initial Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments adjustments, all of which, when taken as a whole, would not be materially adverse adverse, and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 201620182020.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30, 20162011, reported on by Meaden Deloitte & ▇▇▇▇▇Touche, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20172012, certified by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of whichsubject, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above, to normal year-end audit, adjustments, that would not in the aggregate be material, and the absence of footnotes. (b) No Except for the items listed on Schedule 3.04, no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162011.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender 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 September December 30, 20162017, reported on by Meaden & ▇▇▇▇▇BKD LLP, independent public accountants, and (ii) as of and for the fiscal quarter Fiscal Quarter and the portion of the fiscal year ended March 31October 6, 20172018, certified by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30October 6, 20162018.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162018, reported on by Meaden & ▇▇▇▇▇MNP LLC, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 20172019, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Holdings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPIFRS, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162019.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended September April 30, 20162022, reported on certified by Meaden & ▇▇▇▇▇its Financial Officer, independent public accountantsbut unaudited, and (ii) as of and for the fiscal quarter month and the portion of the fiscal year Fiscal Year ended March May 31, 20172022, certified by a its Financial Officer, but unaudited. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments (all of which, when taken as a whole, would not be materially adverse adverse) and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September April 30, 20162021.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender Lenders (i) its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162021, reported on by Meaden & ▇▇▇▇▇RSM US LLP, independent public accountants, and (ii) its consolidated balance sheet as of and for the fiscal quarter and the portion of the fiscal year month ended March 31April 30, 2017, 2022 certified by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end year‑end audit adjustments (all of which, when taken as a whole, would not be materially adverse adverse) and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162021.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender 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 September 30May 31, 20162010, reported on by Meaden Deloitte & ▇▇▇▇▇Touche 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 March August 31, 20172010, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince May 31, change 2010, there have been no events, acts, conditions or condition has occurred occurrences, singly or in the aggregate, that has had, have had or could reasonably be expected to have, have a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished made available to the Lender Lenders its consolidated balance sheet statement of financial position and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162014, reported on by Meaden Deloitte & ▇▇▇▇▇, independent public accountantsTouche LLP, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2017, certified by a Financial Officer2015. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP and, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above, subject to year-end audit adjustments and the absence of footnotes. (b) No eventSince December 31, change 2014, other than as specifically disclosed in the Borrower’s filings with the Securities and Exchange Commission, there has been no event or condition has occurred that has hadwould be reasonably likely to result in a material adverse effect on the business, assets, operations or could reasonably be expected to havecondition, financial or otherwise, of the Borrower and the Subsidiaries taken as a Material Adverse Effect, since September 30, 2016whole.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162017, reported on by Meaden Ernst & ▇▇▇▇▇Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20172018, certified by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end year‑end audit adjustments (all of which, when taken as a whole, would not be materially adverse adverse) and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162017.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender 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 September 30May 31, 20162008, reported on by Meaden Deloitte & ▇▇▇▇▇Touche 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 March 31February 28, 20172009, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince May 31, change 2008, there have been no events, acts, conditions or condition has occurred occurrences, singly or in the aggregate, that has had, have had or could reasonably be expected to have, have a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company Holdings has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162015, reported on by Meaden & ▇▇▇▇▇PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20172016, certified by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Holdings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments (all of which, when taken as a whole, would not be materially adverse adverse) and the absence of footnotes in the case of the statements referred to in clause (ii) above.. 63 (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162015.

Financial Condition; No Material Adverse Change. (ai) The Company has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162017, reported on by Meaden Ernst & ▇▇▇▇▇Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20172018, certified by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end year‑end audit adjustments (all of which, when taken as a whole, would not be materially adverse adverse) and the absence of footnotes in the case of the statements referred to in clause (ii) above. (ba) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162017.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162006, reported on by Meaden Deloitte & ▇▇▇▇▇, independent public accountantsTouche LLP, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 2017, certified by a Financial Officer2007. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP and, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above, subject to year-end audit adjustments and the absence of footnotes. (b) No eventSince December 31, change 2006, other than as specifically disclosed in the Borrower’s filings with the Securities and Exchange Commission, there has been no event or condition has occurred that has hadwould be reasonably likely to result in a material adverse effect on the business, assets, operations or could reasonably be expected to havecondition, financial or otherwise, of the Borrower and the Subsidiaries taken as a Material Adverse Effect, since September 30, 2016whole.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished made available to the Lender Lenders its consolidated balance sheet statement of financial position and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162017, reported on by Meaden Deloitte & ▇▇▇▇▇, independent public accountantsTouche LLP, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 2017, certified by a Financial Officer2018. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP and, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above, subject to year‑end audit adjustments and the absence of footnotes. (b) No eventSince December 31, change 2017, other than as specifically disclosed in the Borrower’s filings with the Securities and Exchange Commission, there has been no event or condition has occurred that has hadwould be reasonably likely to result in a material adverse effect on the business, assets, operations or could reasonably be expected to havecondition, financial or otherwise, of the Borrower and the Subsidiaries taken as a Material Adverse Effect, since September 30, 2016whole.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 2016, reported on by Meaden & ▇▇▇▇▇RSM US LLP, independent public accountants, and (ii) as of and for the fiscal quarter month and the portion of the fiscal year ended March 31June 30, 2017, certified by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments adjustments, all of which, when taken as a whole, would not be materially adverse adverse, and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 2016.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender Lenders its consolidated balance sheet and consolidated statements of income, stockholders comprehensive income, shareholders’ equity and cash flows (i) as of and for the fiscal year ended September 30, 20162023, reported on by Meaden & ▇▇▇▇▇PricewaterhouseCoopers LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarter quarters and the portion portions of the fiscal year ended December 30, 2023 and March 3130, 2017, certified by a Financial Officer2024 (and comparable periods for the prior fiscal year). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of certain footnotes in the case of the statements referred to in clause (ii) above. (b) No Since March 30, 2024, there has not occurred any event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender 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 September 30December 31, 20162003, reported on by Meaden & ▇▇▇▇▇, 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 March 31, 20172004, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit 32 adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventAs of the date of this Agreement, change since December 31, 2003, there has been no Material Adverse Effect and there has been no event or condition has occurred circumstance that has had, or could reasonably be expected to have, result in a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender 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 September 30May 31, 20162006, reported on by Meaden Deloitte & ▇▇▇▇▇Touche 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 March August 31, 20172006, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince May 31, change 2006, there have been no events, acts, conditions or condition has occurred occurrences, singly or in the aggregate, that has had, have had or could reasonably be expected to have, have a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September June 30, 2016, reported on by Meaden & ▇▇▇▇▇, the independent public accountantsaccountants which prepared the then most recent filings with the Securities and Exchange Commission, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 20172016, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP or IFRS, as applicable, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September June 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30, 2016, reported on by Meaden & ▇▇▇▇▇, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2017, certified by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end year‑end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162011, reported on by Meaden & ▇▇▇▇▇PricewaterhouseCoopers, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 20172012, certified by a Financial OfficerOfficer of the Borrower. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-year end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No Since December 31, 2011, there has been no event, change development or condition has occurred that has hadcircumstance that, individually or in the aggregate, could reasonably be expected to have, have a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished made available to the Lender its Lenders, through the SEC’s ▇▇▇▇▇ filing system, the Company’s consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162012, reported on by Meaden Deloitte & ▇▇▇▇▇Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 28, 20172013, certified by a Financial OfficerOfficer of the Company. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No Since December 31, 2012, there has been no event, change development or condition has occurred that has hadcircumstance that, individually or in the aggregate, could reasonably be expected to have, have a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender Lenders its consolidated balance sheet sheets and statements of incomeoperations, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year years ended September 30December 31, 20162006 and 2007, reported on audited by Meaden & ▇▇▇▇▇and accompanied by the opinion of PricewaterhouseCoopers LLP, independent registered public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2017, certified by a Financial Officer2008. Such financial statements present fairly, in all material respects, the financial position and position, results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of certain footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince December 31, change 2007, there has been no event or condition has occurred that has hadresulted, or could reasonably be expected to haveresult, in a Material Adverse Effectmaterial adverse change in the business, since September 30operations or financial condition of the Borrower and the Subsidiaries, 2016taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company Holdings has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162015, reported on by Meaden & ▇▇▇▇▇PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20172016, certified by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Holdings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end year‑end audit adjustments (all of which, when taken as a whole, would not be materially adverse adverse) and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162015.

Financial Condition; No Material Adverse Change. (a) The Company Holdco Group has heretofore furnished to the Lender its consolidated balance sheet and statements Lenders with copies of income, stockholders equity and cash flows the (i) as audited consolidated and consolidating financial statements of and the Business for the fiscal year years ended September 30December 31, 20162008, reported on by Meaden & ▇▇▇▇▇December 31, independent public accountants2009 and December 31, 2010 and (ii) as the unaudited consolidated and consolidating financial statements of and the Business for the fiscal quarter and the portion of the fiscal year ended March 31, 2017, certified by a Financial Officer2011. Such financial statements present fairly, in all material respectsaccordance with GAAP, the financial position condition and results of operations and cash flows of the Company and its Business, on a consolidated Subsidiaries basis as of such dates and for each such periods period; such financial statements disclose all liabilities, direct or contingent, of the Business, as of the date thereof required to be disclosed by GAAP; such financial statements were prepared in accordance a manner consistent with GAAP, ; and such quarterly financial statements are subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) abovefootnotes. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162010.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162020, reported on by Meaden & ▇▇▇▇▇UHY LLP, independent public accountants, and (ii) as of and for the fiscal quarter month and the portion of the fiscal year ended March August 31, 20172021, certified by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-year end audit adjustments (all of which, when taken as a whole, would not be materially adverse adverse) and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could would reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162020.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30August 31, 20162018, reported on by Meaden Deloitte & ▇▇▇▇▇Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31February 28, 20172019, certified by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-year end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30August 31, 20162018.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30, 2016, reported on by Meaden & ▇M▇▇▇▇, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2017, certified by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of incomeincome or operations, stockholders shareholders’ equity and cash flows (i) as of and for the fiscal year ended September 30, 20162020, reported on by Meaden & ▇▇▇▇▇Deloitte and Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20172021, certified by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince September 30, change 2020, there has been no development, event or condition has occurred circumstance, either individually or in the aggregate, that has had, had or could reasonably be expected to have, have a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 2016, reported on by Meaden & ▇▇▇▇▇RSM US LLP, independent public accountants, and (ii) as of and for the fiscal quarter month and the portion of the fiscal year ended March January 31, 2017, certified by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments adjustments, all of which, when taken as a whole, would not be materially adverse adverse, and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162015.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender Lenders (i) its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162011, reported on by Meaden Deloitte & ▇▇▇▇▇Touche LLP, independent public accountants, and (ii) its consolidated balance sheet as of and for the fiscal quarter and the portion of the fiscal year month ended March 31January 28, 20172012, certified by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end year‑end audit adjustments (all of which, when taken as a whole, would not be materially adverse adverse) and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162011.

Financial Condition; No Material Adverse Change. (a) The Company Parent has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162007, reported on by Meaden Deloitte & ▇▇▇▇▇Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20172008, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince December 31, 2007, there has not occurred any event or change that, individually or condition in the aggregate, has occurred that has had, had or could reasonably be expected to have, have a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company Micron has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30August 28, 20162014, reported on by Meaden & ▇▇▇▇▇PricewaterhouseCoopers, LLC, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31August 28, 20172014, certified by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Micron and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments (all of which, when taken as a whole, would not be materially adverse adverse) and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30August 28, 20162014.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of incomeoperations, stockholders partners’ equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162011, reported on by Meaden Deloitte & ▇▇▇▇▇Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20172012, certified by a one of its Financial Officer. Officers. (b) Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-year end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) aboveSection 3.04(a)(ii). (bc) No Since December 31, 2011, there has been no event, change circumstance or condition has occurred occurrence that has had, had or could reasonably be expected to have, have a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of operations, comprehensive income, stockholders stockholders' equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162014, reported on audited by Meaden and accompanied by the opinion of Ernst & ▇▇▇▇▇Young LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31October 3, 20172015, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and position, results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of certain footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince December 31, change 2014, there has been no event or condition has occurred that has hadresulted, or could reasonably be expected to haveresult, in a Material Adverse Effectmaterial adverse change in the business, since September 30assets, 2016operations, or financial condition of the Company and the Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company Holdco Group has heretofore furnished to the Lender its consolidated balance sheet and statements Lenders with copies of income, stockholders equity and cash flows the (i) as audited consolidated and consolidating financial statements of and the Business for the fiscal year years ended September 30December 31, 20162011, reported on by Meaden & ▇▇▇▇▇December 31, independent public accountants2012 and December 31, 2013 and (ii) as the unaudited consolidated and consolidating financial statements of and the Business for the fiscal quarter and the portion of the fiscal year quarters ended March 31, 20172014 and June 30, certified by a Financial Officer2014. Such financial statements present fairly, in all material respectsaccordance with GAAP, the financial position condition and results of operations and cash flows of the Company and its Business, on a consolidated Subsidiaries basis as of such dates and for each such periods period; such financial statements disclose all liabilities, direct or contingent, of the Business, as of the date thereof required to be disclosed by GAAP; such financial statements were prepared in accordance a manner consistent with GAAP, ; and such quarterly financial statements are subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) abovefootnotes. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162013.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender Lenders its consolidated balance sheet statement of financial position and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162012, reported on by Meaden Deloitte & ▇▇▇▇▇, independent public accountantsTouche LLP, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 2017, certified by a Financial Officer2013. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP and, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above, subject to year-end audit adjustments and the absence of footnotes. (b) No eventSince December 31, change 2012, other than as specifically disclosed in the Borrower’s filings with the Securities and Exchange Commission, there has been no event or condition has occurred that has hadwould be reasonably likely to result in a material adverse effect on the business, assets, operations or could reasonably be expected to havecondition, financial or otherwise, of the Borrower and the Subsidiaries taken as a Material Adverse Effect, since September 30, 2016whole.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162017, reported on by Meaden & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20172018, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above.. ​ (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 2016.2017. ​

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162005, reported on audited by Meaden & ▇▇▇▇▇KPMG, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20172006, in each case certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No Borrower nor any other Loan Party has any Off-Balance Sheet Arrangement in excess of $1,000,000; (c) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September June 30, 20162006.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162018, reported on by Meaden & ▇▇▇▇▇KPMG, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20172019, certified by a its Financial Officer. Such financial statements present fairly, in all material Material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP or IFRS, as applicable, subject to normal year-year end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162018.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162023, reported on audited by Meaden & ▇▇▇▇▇, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 20172024, certified by a Financial an Authorized Officer. Such financial statements present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPthe requirements of the SEC, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes any qualifications or exceptions as to the scope of the audit or a “going concern” or like qualification in the case of the annual financial statements referred to in clause (ii) above. (b) No Since December 31, 2023, no event, change development or condition circumstance has occurred that which has had, or could would reasonably be expected to have, a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of incomeincome or operations, stockholders shareholders’ equity and cash flows (i) as of and for the fiscal year ended September 30, 20162014, reported on by Meaden & ▇▇▇▇▇Deloitte and Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20172015, certified by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince September 30, change 2014, there has been no development, event or condition has occurred circumstance, either individually or in the aggregate, that has had, had or could reasonably be expected to have, have a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender its Lenders (i) historical audited consolidated income statements, balance sheet sheets and statements of income, stockholders equity cash flow of the Company for its 2009 and cash flows (i) as of and for the 2010 fiscal year ended September 30, 2016, reported on by Meaden & ▇▇▇▇▇, independent public accountants, years and (ii) as unaudited interim consolidated income statements, balance sheets and statements of and for the fiscal quarter and the portion cash flow of the Company for each fiscal year month and quarter ended March after December 31, 2017, certified by a Financial Officer2010 through the Effective Date. Such financial statements present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, consistently applied, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the unaudited consolidated income statements, balance sheets and statements referred to in clause (ii) aboveof cash flows of the Company. (b) No Since December 31, 2010, no event, change or condition has occurred that has had, or could would reasonably be expected to have, a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30May 29, 2016, reported on by Meaden Ernst & ▇▇▇▇▇Young, independent public accountants, and (ii) as of and for each fiscal quarter ended after such fiscal year-end through and including the fiscal quarter and the portion of the fiscal year ended March 31May 29, 20172016, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments adjustments, all of which, when taken as a whole, would not be materially adverse adverse, and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30May 29, 2016.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity retained earnings and cash flows (i) as of and for the fiscal year ended September 30October 31, 20162019, reported on audited by Meaden & ▇▇▇▇▇KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March January 31, 20172020, certified by a one of its Financial OfficerOfficers. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the NAI-1534296381v11534296381v7 Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No Since October 31, 2019, no event, change development or condition circumstance has occurred that which has hadresulted in, or could reasonably be expected to haveresult in, a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a1) The Company Allbirds has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity equity, and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162017, reported on by Meaden Deloitte & ▇▇▇▇▇Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter month and the portion of the fiscal year ended March 31September 30, 20172018, certified by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Allbirds and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments (all of which, when taken as a whole, would not be materially adverse adverse) and the absence of footnotes in the case of the statements referred to in clause (ii) abovepreceding. (b2) No event, change change, or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162017.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender its Lenders (i) historical audited consolidated income statements, balance sheet sheets and statements of income, stockholders equity cash flow of the Company for its 2007 and cash flows (i) as of and for the 2008 fiscal year ended September 30, 2016, reported on by Meaden & ▇▇▇▇▇, independent public accountants, years and (ii) as unaudited interim consolidated income statements, balance sheets and statements of and for the fiscal quarter and the portion cash flow of the Company for each fiscal year month and quarter ended March after December 31, 2017, certified by a Financial Officer2008 through the Effective Date. Such financial statements present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, consistently applied, subject to normal year-year end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the unaudited consolidated income statements, balance sheets and statements referred to in clause (ii) aboveof cash flows of the Company. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162008.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 27, 20162009, reported on by Meaden & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP, independent public accountants, certified by its chief financial officer and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31October 3, 2017, 2010 certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its Subsidiaries on a consolidated Subsidiaries basis as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No Since December 27, 2009, no event, change development or condition circumstance has occurred that has had, had or could reasonably be expected to have, have a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162011, reported on audited by Meaden Deloitte & ▇▇▇▇▇Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20172012, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP (except as expressly noted therein), subject to normal year-year end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No Since December 31, 2011, no event, change development or condition circumstance has occurred that has had, had or could reasonably be expected to have, have a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162017, reported on by Meaden & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20172018, certified certi-fied by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end year‑end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162017.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders shareholders equity and cash flows (i) as of and for the fiscal year ended September 30, 20162006, audited and reported on by Meaden Ernst & ▇▇▇▇▇Young LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter quarters and the portion portions of the fiscal year ended December 31, 2006, March 31, 20172007, and June 30, 2007, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince September 30, change 2006, there has been no event or condition has occurred that has had, resulted or could reasonably be expected to haveresult in a material adverse change in the business, assets, liabilities, operations or condition (financial or otherwise) of the Company and its subsidiaries, taken as a Material Adverse Effect, since September 30, 2016whole.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September June 30, 20162015, reported on by Meaden & ▇▇▇▇▇, the independent public accountantsaccountants which prepared the then most recent filings with the Securities and Exchange Commission, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 20172015, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP or IFRS, as applicable, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30, 20162015.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender Lenders (i) its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162011, reported on by Meaden Deloitte & ▇▇▇▇▇Touche LLP, independent public accountants, and (ii) its consolidated balance sheet as of and for the fiscal quarter and the portion of the fiscal year month ended March 31January 28, 20172012, certified by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments (all of which, when taken as a whole, would not be materially adverse adverse) and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162011.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162014, reported on by Meaden McGladrey & ▇▇▇▇▇▇ LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 20172015, certified by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP or IFRS, as applicable, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could would reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162014.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 2016, reported on by Meaden & ▇▇▇▇▇PriceWaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2017, certified by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Restricted Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments (all of which, when taken as a whole, would not be materially adverse adverse) and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30March 31, 20162017.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows Administrative Agent (i) consolidated balance sheets of the Borrower as at December 31, 2019, audited by and accompanied by the opinion of and for the fiscal year ended September 30, 2016, reported on by Meaden Ernst & ▇▇▇▇▇Young LLP, independent registered public accountants, accounting firm and (ii) unaudited consolidated balance sheet of the Borrower as at March 31, 2020 and related statements of income and cash flows of the Borrower for the fiscal quarter and the portion of the fiscal year ended March 31, 2017, certified by a Financial Officerquarter. Such financial statements present fairly, in all material respects, the financial position and position, results of operations and cash flows of the Company Borrower and its consolidated Restricted Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the financial statements referred to in clause (ii) aboveto changes resulting from audit and normal year-end audit adjustments and the absence of certain footnotes. (b) No eventSince December 31, change 2019, there has been no event or condition has occurred that has hadresulted, or could reasonably be expected to haveresult, in a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company Parent has heretofore furnished to the Lender Lenders its consolidated balance sheet and related consolidated statements of incomeoperations, stockholders comprehensive loss, stockholders’ equity (deficit) and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162018, reported on by Meaden Deloitte & ▇▇▇▇▇Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20172019, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162018.

Financial Condition; No Material Adverse Change. (a) The Company Each Borrower has heretofore furnished to the Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162018, reported on certified by Meaden & ▇▇▇▇▇, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year month ended March 31September 30, 20172019, certified by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrowers and its their consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal and customary year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company Parent has heretofore furnished to the Lender Term Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162007, reported on by Meaden Deloitte & ▇▇▇▇▇Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20172008, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince December 31, 2007, there has not occurred any event or change that, individually or condition in the aggregate, has occurred that has had, had or could reasonably be expected to have, have a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company Holdco Group has heretofore furnished to the Lender its consolidated balance sheet and statements Lenders with copies of income, stockholders equity and cash flows the (i) as audited consolidated and consolidating financial statements of and the Business for the fiscal year years ended September 30December 31, 20162010, reported on by Meaden & ▇▇▇▇▇December 31, independent public accountants2011 and December 31, 2012 and (ii) as the unaudited consolidated and consolidating financial statements of and the Business for the fiscal quarter and the portion of the fiscal year ended March 31, 2017, certified by a Financial Officer2013. Such financial statements present fairly, in all material respectsaccordance with GAAP, the financial position condition and results of operations and cash flows of the Company and its Business, on a consolidated Subsidiaries basis as of such dates and for each such periods period; such financial statements disclose all liabilities, direct or contingent, of the Business, as of the date thereof required to be disclosed by GAAP; such financial statements were prepared in accordance a manner consistent with GAAP, ; and such quarterly financial statements are subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) abovefootnotes. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162012.

Financial Condition; No Material Adverse Change. (a) The Company has Borrowers have heretofore furnished to the Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162013, reported on by Meaden & ▇▇▇▇▇BDO USA, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 20172014, certified by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162013.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender Lenders its consolidated balance sheet and consolidated statements of incomeoperations, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30August 31, 20162011, reported on by Meaden & M▇▇▇▇▇▇ LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March May 31, 20172012, certified by a Financial Officerfinancial officer of Borrower. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP subject, subject in the case of the statements referred to in clause (ii) above, to normal year-end audit adjustments (all of which, when taken as a whole, would not be materially adverse adverse) and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) footnotes. No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30May 31, 20162012.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished made available to the Lender its Lenders, through the SEC’s ▇▇▇▇▇ filing system, the Company’s consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162011, reported on by Meaden Deloitte & ▇▇▇▇▇Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 29, 20172012, certified by a Financial OfficerOfficer of the Company. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No Since December 31, 2011, there has been no event, change development or condition has occurred that has hadcircumstance that, individually or in the aggregate, could reasonably be expected to have, have a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender Lenders its consolidated balance sheet and consolidated statements of income, stockholders comprehensive income, shareholders’ equity and cash flows (i) as of and for the fiscal year ended September 3028, 20162024, reported on by Meaden & ▇▇▇▇▇PricewaterhouseCoopers LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31December 28, 2017, certified by a Financial Officer2024 (and comparable period for the prior fiscal year). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of certain footnotes in the case of the statements referred to in clause (ii) above. (b) No Since December 28, 2024, there has not occurred any event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender 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 September 30May 31, 20162010, reported on by Meaden Deloitte & ▇▇▇▇▇Touche 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 March August 31, 20172010, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end year‑end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince May 31, change 2010, there have been no events, acts, conditions or condition has occurred occurrences, singly or in the aggregate, that has had, have had or could reasonably be expected to have, have a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162014, reported on by Meaden & ▇▇▇▇▇BDO USA LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 20172015, certified certi­fied by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162014.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender 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 September 30December 31, 20162004, reported on by Meaden & ▇▇▇▇▇, 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 March 31, 20172005, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventAs of the Second Amendment Effective Date, change since December 31, 2004, there has been no Material Adverse Effect and there has been no event or condition has occurred circumstance that has had, or could reasonably be expected to have, result in a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September June 30, 20162014, reported on by Meaden & ▇▇▇▇▇▇▇ & Company, independent public accountants, and (ii) as of and for the fiscal quarter month and the portion of the fiscal year ended March 31September 30, 20172014, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September June 30, 20162014.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 2016, 2014 reported on by Meaden Ernst & ▇▇▇▇▇Young, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20172015, certified by a one of its Financial OfficerOfficers. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince December 31, change 2014, there has been no event or condition has occurred circumstance, either individually or in the aggregate, that has had, had or could reasonably be expected to have, result in a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders statement of changes in equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162015, reported on audited by Meaden & ▇▇▇▇▇KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 20172016, certified by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in material accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince December 31, change 2015, no event or condition has occurred that which has hadresulted in, or could is reasonably be expected likely to have, a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 2016, 2011 reported on by Meaden & ▇▇▇▇▇, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20172012, certified by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments (all of which, when taken as a whole, would not be materially adverse adverse) and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162011.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of operations, comprehensive income, stockholders stockholders' equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162012, reported on audited by Meaden and accompanied by the opinion of Ernst & ▇▇▇▇▇Young LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 29, 20172013, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and position, results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of certain footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince December 31, change 2012, there has been no event or condition has occurred that has hadresulted, or could reasonably be expected to haveresult, in a Material Adverse Effectmaterial adverse change in the business, since September 30assets, 2016operations, or financial condition of the Company and the Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company Holdco Group has heretofore furnished to the Lender its consolidated balance sheet and statements L/C Participants with copies of income, stockholders equity and cash flows the (i) as audited consolidated and consolidating financial statements of and the Business for the fiscal year years ended September 30December 31, 20162008, reported on by Meaden & ▇▇▇▇▇December 31, independent public accountants2009 and December 31, 2010 and (ii) as the unaudited consolidated and consolidating financial statements of and the Business for the fiscal quarter and the portion of the fiscal year ended March 31, 2017, certified by a Financial Officer2011. Such financial statements present fairly, in all material respectsaccordance with GAAP, the financial position condition and results of operations and cash flows of the Company and its Business, on a consolidated Subsidiaries basis as of such dates and for each such periods period; such financial statements disclose all liabilities, direct or contingent, of the Business, as of the date thereof required to be disclosed by GAAP; such financial statements were prepared in accordance a manner consistent with GAAP, ; and such quarterly financial statements are subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) abovefootnotes. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162010.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender 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 September 30May 31, 20162007, reported on by Meaden Deloitte & ▇▇▇▇▇Touche 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 March 31February 29, 20172008, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince May 31, change 2007, there have been no events, acts, conditions or condition has occurred occurrences, singly or in the aggregate, that has had, have had or could reasonably be expected to have, have a Material Adverse Effect, since September 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162006, reported on by Meaden & ▇▇▇▇▇PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 20172007, certified by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30, 20162007.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162024, reported on by Meaden & Marc▇▇▇ ▇▇▇, independent ▇▇dependent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20172025, certified by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments (all of which, when taken as a whole, would not be materially adverse adverse) and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162024.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162024, reported on by Meaden & ▇▇▇▇▇KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20172025, certified by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments (all of which, when taken as a whole, would not be materially adverse adverse) and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162024.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended September 30December 31, 20162015, reported on by Meaden & ▇▇▇▇▇BDO USA, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 20172016, certified by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end year‑end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September 30December 31, 20162015.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender Lenders its consolidated balance sheet and statements of incomeincome or operations, stockholders shareholders’ equity and cash flows (i) as of and for the fiscal year ended September 30, 20162013, reported on by Meaden & ▇▇▇▇▇Deloitte and Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20172014, certified by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments all of which, when taken as a whole, would not be materially adverse and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince September 30, change 2013, there has been no development, event or condition has occurred circumstance, either individually or in the aggregate, that has had, had or could reasonably be expected to have, have a Material Adverse Effect, since September 30, 2016.