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

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2022, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2023, certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year end audit adjustments 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 December 31, 2022.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20222017, reported on by Deloitte & Touche LLP, independent public accountants, the Accounting Firm and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June ending September 30, 2023, certified by its Financial Officer2018. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments 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 December 31, 20222017.

Financial Condition; No Material Adverse Change. (a) The Borrower has Borrowers have heretofore furnished to the Lenders its Holdings’ consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20222004, reported on by Deloitte & Touche LLPPricewaterhouseCoopers, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20232005, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Holdings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments 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 December 31, 20222004.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Term Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31January 28, 20222006, reported on by Deloitte & Touche LLPTouche, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30October 28, 20232006, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Holdings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments 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 December 31January 28, 20222006.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20222017, reported on by Deloitte & Touche LLPand Touche, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20232018, certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments 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 December 31, 20222017.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20222019, reported on by Deloitte & Touche LLPBDO USA, LLC, independent public accountants, and (ii) as of and for the fiscal quarter month and the portion of the fiscal year ended June 30July 31, 20232020, certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year end year‑end audit adjustments 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 December 31, 20222019.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2022, reported on by Deloitte & Touche LLP, independent public accountants, 2008 and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20232009, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments 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 December March 31, 20222009.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20222018, reported on by Deloitte & Touche ▇▇▇▇▇▇▇▇ LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20232019, certified by its a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments 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 December 31, 20222018.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year ended December 31, 20222016, reported on by Deloitte & Touche ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20232017, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Holding 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 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 December 31, 20222016.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31January 29, 20222010, reported on by Deloitte & Touche LLPTouche, independent public accountants, and (ii) as of and for the fiscal quarter month and the portion of the fiscal year ended June 30July 2, 20232010, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments 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 EffectEffect since January 29, since December 31, 20222010.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders Lender its consolidated balance sheet and statements of income, stockholders shareholders equity and cash flows (i) as of and for the fiscal year ended December 31March 25, 20222006, reported on by Deloitte & Touche Price Waterhouse Coopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30September 23, 20232006, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments 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 December 31March 25, 20222006.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20222010, reported on by Deloitte Ernst & Touche Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20232011, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments 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 December 31, 20222010.

Financial Condition; No Material Adverse Change. (a) The Borrower SIndustries has heretofore furnished to the Lenders Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended December 3126, 20222009, reported on by Deloitte & Touche ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, independent public accountants, and (ii) as of and for the fiscal quarter Fiscal Month and the portion of the fiscal year Fiscal Year ended June 30August 21, 20232010, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower SIndustries and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments 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 December 3126, 20222009.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31February 3, 20222018, reported on by Deloitte Ernst & Touche LLPYoung, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30November 3, 20232018, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower 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 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 December 31February 3, 20222018. (c) As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year ended December 31, 20222003, reported on by Deloitte & Touche KPMG, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20232004, certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince December 31, 2003, through and including the Effective Date, there has been no change or condition has occurred that has had, or which could reasonably be expected to have, have a Material Adverse Effect, since December 31, 2022.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20222010, reported on by Deloitte & Touche KPMG, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20232011, certified certi­fied by its Financial Officerchief financial officer. Such financial statements state­ments present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments 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 December 31, 20222010.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20222020, reported on by Deloitte & Touche LLP▇▇▇▇▇ ▇▇▇▇▇▇▇▇, independent public accountants, and (ii) as of and for the fiscal quarter month and the portion of the fiscal year ended June 30October 31, 20232021, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to 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 Since December 31, 2022.2020, no Material Adverse Effect has occurred. SECTION

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity retained earnings and cash flows (i) as of and for the fiscal year ended December 31, 20222016, reported on audited by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20232017, certified by its a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No Since March 31, 2017, 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 December 31, 2022.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December March 31, 20222018, reported on by Deloitte & Touche KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30December 31, 20232018, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower 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 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 December March 31, 20222018.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20222013, reported on by Deloitte & Touche BDO USA, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20232014, certified certi­fied by its Financial Officer. Such financial statements state­ments present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower 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 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 December 31, 20222013.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20222009, reported on by Deloitte & Touche LLP, Borrower’s independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20232010, certified certi­fied by its Financial Officerchief financial officer. Such financial statements state­ments present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments 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 December 31September 30, 20222010.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31February 1, 20222014, reported on by Deloitte Ernst & Touche LLPYoung, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30August 2, 20232014, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower 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 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 December 31February 1, 20222014.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20222017, reported on by Deloitte & Touche LLPand Touche, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20232018, certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments 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 December 31, 2022.2017. Table of Contents

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December March 31, 20222018, reported on by Deloitte & Touche KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30December 31, 20232018, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower 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 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 December March 31, 20222018.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20222020, reported on by Deloitte Ernst & Touche LLP, independent public accountants, Young LLP and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20232021, certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in NAI-1514693629v12 86 accordance with GAAP, subject to normal year end yearend audit adjustments 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 would reasonably be expected to have, a Material Adverse Effect, Effect since December 31, 20222020.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20222005, reported on by Deloitte & Touche KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30December 31, 20232006, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year end audit adjustments 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 December 31, 20222005.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders stockholders' equity and cash flows (i) as of and for the fiscal year ended December 31, 20222002, reported on by Deloitte Ernst & Touche Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20232003, certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince December 31, 2002, through and including the Effective Date, there has been no change or condition has occurred that has had, or which could reasonably be expected to have, have a Material Adverse Effect. December 16, since December 31, 2022.2003

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20222013, reported on by Deloitte Ernst & Touche Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20232014, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments 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 December 31, 20222013.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders Landlord its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31January 30, 20222010, reported on by Deloitte & Touche LLPTouche, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30July 31, 20232010, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Holdings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments 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 December 31January 30, 20222010.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20222016, reported on by Deloitte Ernst & Touche Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20232017, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year end year‑end audit adjustments 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 December 31, 20222016.

Financial Condition; No Material Adverse Change. (a) The Borrower H▇▇▇▇▇ Parent has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31September 30, 20222019, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter month and the portion of the fiscal year ended June 30August 31, 20232020, certified by its a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower H▇▇▇▇▇ Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments 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 December 31September 30, 20222019.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders Administrative Agent its (i) consolidated balance sheet and statements of income, stockholders equity income and cash flows (i) as of and for the fiscal year ended December 31, 20222017, reported on audited by Deloitte & Touche LLP, independent public accountants, and (ii) consolidated balance sheet and statement of income as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2023, certified by its Financial Officer2018. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Restricted Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments and the absence of footnotes in the case of the unaudited financial statements referred to in clause clauses (ii) above. (b) No Since December 31, 2017, no event, change development or condition circumstance exists or has occurred that has had, had or could would reasonably be expected to have, have a Material Adverse Effect, since December 31, 2022.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20222020, reported on by Deloitte & Touche LLPG▇▇▇▇ ▇▇▇▇▇▇▇▇, independent public accountants, and (ii) as of and for the fiscal quarter month and the portion of the fiscal year ended June 30October 31, 20232021, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to 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 Since December 31, 20222023, no Material Adverse Effect has occurred.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31September 30, 20222012, reported on by Deloitte & Touche LLP, independent public accountantsaccountants reasonably acceptable to the Administrative Agent, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20232013, certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments 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 December 31September 29, 20222006.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the 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 December 31, 20222011, reported on audited by Deloitte & Touche KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20232012, certified by its a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in material accordance with GAAP, subject to normal year year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince December 31, change 2011, 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 December 31, 2022.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31September 30, 20222011, reported on by Deloitte Ernst & Touche Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30December 31, 20232011, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year end audit adjustments 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 since December 31, 2011 that has had, or could reasonably be expected to have, a Material Adverse Effect, since December 31, 2022.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20222020, reported on by Deloitte & Touche LLPG▇▇▇▇ ▇▇▇▇▇▇▇▇, independent public accountants, and (ii) as of and for the fiscal quarter month and the portion of the fiscal year ended June 30October 31, 20232021, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to 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 Since December 31, 20222020, no Material Adverse Effect has occurred.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31June 30, 20222014, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30December 31, 20232014, certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year end year‑end audit adjustments 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 December 31June 30, 20222014.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20222010, reported on by Deloitte & Touche HoganTaylor LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20232010, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year end audit adjustments 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 December 31, 20222010.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31April 30, 20222006, reported on by Deloitte & Touche LLP, independent public accountantsthe Accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30July 31, 2023, 2006 certified by its a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Holdings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments 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 December 31April 30, 20222006.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2022, 2013 reported on by Deloitte & Touche KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20232014, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince December 31, change or condition has 2013, no event shall have occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since December 31, 2022.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the 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 December 31, 20222012, reported on audited by Deloitte & Touche KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20232013, certified by its a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in material accordance with GAAP, subject to normal year year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince December 31, change 2012, 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 December 31, 2022.

Financial Condition; No Material Adverse Change. (a) The Borrower ANS has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20222004, reported on by Deloitte & Touche LLP, independent public chartered accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20232005, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower ANS and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year end audit adjustments 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 December 31September 30, 20222005.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended December 31, 20222010, reported on by 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 June September 30, 20232011, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince December 31, change 2010, there has been no event or condition has occurred circumstance that has had, or could reasonably be expected to have, resulted in a Material Adverse Effect, since December 31, 2022.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20222012, reported on by Deloitte Ernst & Touche Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 20232013, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower 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 and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No Since December 31, 2012, no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since December 31, 2022.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20222006, reported on by Deloitte Ernst & Touche Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter month and the portion of the fiscal year ended June 30February 28, 20232007, certified by its Financial Officerchief accounting and compliance officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Holdings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments 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 December 31, 20222006.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its 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 December 31, 20222013, reported on by Deloitte Ernst & Touche LLPYoung, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30March 31, 20232014, certified by its Financial Officerchief financial officer. Such financial statements present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Borrower Company 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 and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No . Since December 31, 2013, 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 December 31, 2022.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 202220202022, reported on by Deloitte ▇▇▇▇▇ & Touche LLP, independent public accountants, Young LLP and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 3030March 31, 202320212023, certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year year-end audit adjustments 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, Effect since December 31, 202220202022.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December March 31, 20222016, reported on by Deloitte & Touche LLPEKS&H LLLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June September 30, 20232016, certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year end audit adjustments 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 December March 31, 20222016.