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 Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the Fiscal Year ended May 31, 2014, 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 February 28, 2015, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year‑end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since May 31, 2014, there have been no events, acts, conditions or occurrences, singly or in the aggregate, that have had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of incomeoperations, stockholders partners’ equity and cash flows (i) as of and for the Fiscal Year fiscal year ended May December 31, 20142013, 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 February 28March 31, 20152014, certified by one of its chief financial officer. Financial 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 year‑end year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveSection 3.04(a)(ii). (bc) Since May December 31, 20142013, there have has been no eventsevent, acts, conditions circumstance or occurrences, singly or in the aggregate, occurrence that have has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The 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 May 31December 30, 20142017, reported on by Deloitte & Touche BKD LLP, independent public accountants, and (ii) as of and for the Fiscal Quarter and the portion of the Fiscal Year fiscal year ended February 28October 6, 20152018, certified by its chief financial officerFinancial 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 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) Since May 31No event, 2014change or condition has occurred that has had, there have been no events, acts, conditions or occurrences, singly or in the aggregate, that have had or could reasonably be expected to have have, a Material Adverse Effect, since October 6, 2018.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the 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 fiscal year ended May 31September 30, 20142010, reported on by Deloitte & and 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 February 28June 30, 20152011, certified by its chief financial officerFinancial 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 year‑end year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since May 31September 30, 20142010, there have has been no eventsdevelopment, actsevent or circumstance, conditions or occurrences, singly either individually or in the aggregate, that have has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Company 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 May December 31, 20142018, reported on by Deloitte & Touche LLPMNP LLC, independent public accountants, and (ii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended February 28September 30, 20152019, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Holdings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPIFRS, subject to year‑end 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) Since May 31No event, 2014change or condition has occurred that has had, there have been no events, acts, conditions or occurrences, singly or in the aggregate, that have had or could reasonably be expected to have have, a Material Adverse Effect, since December 31, 2019.

Financial Condition; No Material Adverse Change. (a) The 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 May 31, 20142013, 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 February 28November 30, 20152013, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year‑end year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since May 31, 20142013, there have been no events, acts, conditions or occurrences, singly or in the aggregate, that have had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Company 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 fiscal year ended May December 31, 20142015, reported on by Deloitte & Touche PricewaterhouseCoopers 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 February 28March 31, 20152016, certified by its chief financial officerFinancial 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 year‑end 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) Since May 31No event, 2014change or condition has occurred that has had, there have been no events, acts, conditions or occurrences, singly or in the aggregate, that have had or could reasonably be expected to have have, a Material Adverse Effect, since December 31, 2015.

Financial Condition; No Material Adverse Change. (a) The Company 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 fiscal year ended May 31, 20142011, reported on by Deloitte & Touche 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 February 28March 31, 20152012, certified by its chief financial officerFinancial 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 year‑end audit adjustments and the absence of footnotes subject, 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) Since May 31Except for the items listed on Schedule 3.04, 2014no event, there have been no eventschange or condition has occurred that has had, acts, conditions or occurrences, singly or in the aggregate, that have had or could reasonably be expected to have have, a Material Adverse Effect, since December 31, 2011.

Financial Condition; No Material Adverse Change. (a) The 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 May 31, 20142013, reported on by Deloitte & Touche LLP, independent public accountants, accountants and (ii) as of and for the Fiscal Quarter and the portion of the Fiscal Year ended February 28November 30, 20152013, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year‑end year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since May 31, 20142013, there have been no events, acts, conditions or occurrences, singly or in the aggregate, that have had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the 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 fiscal year ended May 31October 1, 20142022, reported on by Deloitte & Touche PricewaterhouseCoopers LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended February 28December 31, 2015, certified by its chief 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 year‑end year-end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (ii) above. (b) Since May December 31, 20142022, there have been no eventshas not occurred any event, actschange or condition that has had, conditions or occurrences, singly or in the aggregate, that have had or could reasonably be expected to have have, a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The 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 May 31, 20142008, 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 February 28, 20152009, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year‑end year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since May 31, 20142008, there have been no events, acts, conditions or occurrences, singly or in the aggregate, that have had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Company 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 May December 31, 2014, reported on by Deloitte & Touche PricewaterhouseCoopers, 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 February 28September 30, 2015, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year‑end year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since May December 31, 2014, there have has been no eventsevent, actsdevelopment or circumstance that, conditions or occurrences, singly individually or in the aggregate, that have had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished made available to the Lenders its Lenders, through the SEC’s XXXXX 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 fiscal year ended May December 31, 20142011, 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 February 28September 29, 20152012, certified by its chief financial officera Financial Officer 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 year‑end year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since May December 31, 20142011, there have has been no eventsevent, actsdevelopment or circumstance that, conditions or occurrences, singly individually or in the aggregate, that have had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Company Parent has heretofore furnished to the Lenders Administrative Agent its consolidated balance sheet and statements of incomeoperations, stockholders equity and cash flows (i) as of and for the Fiscal Year fiscal years ended May December 31, 20142017 and December 31, 2018, reported on by Deloitte & Touche KPMG LLP, independent public accountants, and (ii) as of and for the Fiscal Quarter fiscal quarters ended March 31, 2019, June 30, 2019 and the portion of the Fiscal Year ended February 28September 30, 2015, certified by its chief financial officer2019. 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 Restricted Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year‑end year-end audit adjustments and the absence of footnotes in the case of the unaudited financial statements referred to in clause (ii) above. (b) Since May December 31, 20142018, there have been no eventsevent, actsdevelopment or circumstance exists or has occurred that, conditions or occurrences, singly individually or in the aggregate, that have has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the 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 fiscal year ended May 31September 30, 20142020, reported on by Deloitte & and 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 February 28March 31, 20152021, certified by its chief financial officerFinancial 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 year‑end year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since May 31September 30, 20142020, there have has been no eventsdevelopment, actsevent or circumstance, conditions or occurrences, singly either individually or in the aggregate, that have has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the Fiscal Year fiscal year ended May December 31, 20142017, reported on by Deloitte Ernst & Touche Young 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 February 28June 30, 20152018, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the 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) Since May 31No event, 2014change or condition has occurred that has had, there have been no events, acts, conditions or occurrences, singly or in the aggregate, that have had or could reasonably be expected to have have, a Material Adverse Effect, since December 31, 2017.

Financial Condition; No Material Adverse Change. (a) The 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 May 31, 20142006, 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 February 28August 31, 20152006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year‑end year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since May 31, 20142006, there have been no events, acts, conditions or occurrences, singly or in the aggregate, that have had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The 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 fiscal year ended May 31September 30, 20142016, reported on by Deloitte Meaden & Touche LLPMxxxx, independent public accountants, and (ii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended February 28March 31, 20152017, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year‑end 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) Since May 31No event, 2014change or condition has occurred that has had, there have been no events, acts, conditions or occurrences, singly or in the aggregate, that 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 made available to the Lenders its Lenders, through the SEC’s XXXXX 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 fiscal year ended May December 31, 20142012, 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 February September 28, 20152013, certified by its chief financial officera Financial Officer 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 year‑end year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since May December 31, 20142012, there have has been no eventsevent, actsdevelopment or circumstance that, conditions or occurrences, singly individually or in the aggregate, that have had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the 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 fiscal year ended May 31September 30, 20142013, reported on by Deloitte & and 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 February 28June 30, 20152014, certified by its chief financial officerFinancial 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 year‑end year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since May 31September 30, 20142013, there have has been no eventsdevelopment, actsevent or circumstance, conditions or occurrences, singly either individually or in the aggregate, that have has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the 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 fiscal year ended May 31September 30, 2014, reported on by Deloitte & and 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 February 28June 30, 2015, certified by its chief financial officerFinancial 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 year‑end year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since May 31September 30, 2014, there have has been no eventsdevelopment, actsevent or circumstance, conditions or occurrences, singly either individually or in the aggregate, that have has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The 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 fiscal year ended May 31September 30, 20142016, reported on by Deloitte Meaden & Touche LLPXxxxx, independent public accountants, and (ii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended February 28March 31, 20152017, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the 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) Since May 31No event, 2014change or condition has occurred that has had, there have been no events, acts, conditions or occurrences, singly or in the aggregate, that 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 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 May December 31, 20142015, reported on by Deloitte & Touche PricewaterhouseCoopers 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 February 28March 31, 20152016, certified by its chief financial officerFinancial 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 year‑end 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.. 63 (b) Since May 31No event, 2014change or condition has occurred that has had, there have been no events, acts, conditions or occurrences, singly or in the aggregate, that have had or could reasonably be expected to have have, a Material Adverse Effect, since December 31, 2015.

Financial Condition; No Material Adverse Change. (a) The Company 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 fiscal year ended May December 31, 20142015, reported on by Deloitte & Touche PricewaterhouseCoopers 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 February 28March 31, 20152016, certified by its chief financial officerFinancial 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) and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since May 31No event, 2014change or condition has occurred that has had, there have been no events, acts, conditions or occurrences, singly or in the aggregate, that have had or could reasonably be expected to have have, a Material Adverse Effect, since December 31, 2015.

Financial Condition; No Material Adverse Change. (a) The Company 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 fiscal year ended May 31June 30, 20142016, reported on by Deloitte & Touche LLP, 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 fiscal quarter ended February 28September 30, 20152016, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP or IFRS, as applicable, subject to year‑end year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since May 31No event, 2014change or condition has occurred that has had, there have been no events, acts, conditions or occurrences, singly or in the aggregate, that have had or could reasonably be expected to have have, a Material Adverse Effect, since June 30, 2016.

Financial Condition; No Material Adverse Change. (a) The Company 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 fiscal year ended May December 31, 20142007, 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 February 28June 30, 20152008, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year‑end year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since May December 31, 20142007, there have been no eventshas not occurred any event or change that, acts, conditions or occurrences, singly individually or in the aggregate, that have has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Company Micron 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 May 31August 28, 2014, reported on by Deloitte & Touche LLPPricewaterhouseCoopers, LLC, independent public accountants, and (ii) as of and for the Fiscal Quarter fiscal quarter and the portion of the Fiscal Year fiscal year ended February August 28, 20152014, certified by its chief financial officerFinancial 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 year‑end 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) Since May 31No event, 2014change or condition has occurred that has had, there have been no events, acts, conditions or occurrences, singly or in the aggregate, that have had or could reasonably be expected to have have, a Material Adverse Effect, since August 28, 2014.

Financial Condition; No Material Adverse Change. (a) The Company 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 May December 31, 20142011, reported on audited 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 February 28June 30, 20152012, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the 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 year‑end year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since May December 31, 20142011, there have been no eventsevent, acts, conditions development or occurrences, singly or in the aggregate, circumstance has occurred that have has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The 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 May 31, 20142010, 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 February 28August 31, 20152010, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year‑end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since May 31, 20142010, there have been no events, acts, conditions or occurrences, singly or in the aggregate, that have had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Company Parent 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 fiscal year ended May December 31, 20142007, 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 February 28June 30, 20152008, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year‑end year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since May December 31, 20142007, there have been no eventshas not occurred any event or change that, acts, conditions or occurrences, singly individually or in the aggregate, that have has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Company 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 May December 31, 2014, 2014 reported on by Deloitte Ernst & Touche Young, 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 February 28March 31, 2015, certified by one of its chief financial officerFinancial Officers. 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 year‑end year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since May December 31, 2014, there have has been no eventsevent or circumstance, acts, conditions or occurrences, singly either individually or in the aggregate, that have has had or could reasonably be expected to have result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the Fiscal Year fiscal year ended May December 31, 20142016, reported on by Deloitte & Touche PriceWaterhouseCoopers 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 February 28March 31, 20152017, certified by its chief financial officerFinancial 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 year‑end 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) Since May 31No event, 2014change or condition has occurred that has had, there have been no events, acts, conditions or occurrences, singly or in the aggregate, that have had or could reasonably be expected to have have, a Material Adverse Effect, since March 31, 2017.

Financial Condition; No Material Adverse Change. (a) The Company Parent has heretofore furnished to the Lenders Administrative Agent its consolidated balance sheet and statements of incomeoperations, stockholders equity and cash flows (i) as of and for the Fiscal Year fiscal years ended May December 31, 20142016 and December 31, 2017, reported on by Deloitte Ernst & Touche LLPYoung, independent public accountants, and (ii) as of and for the Fiscal Quarter fiscal quarters ended March 31, 2018, June 30, 2018 and the portion of the Fiscal Year ended February 28September 30, 2015, certified by its chief financial officer2018. 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 Restricted Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year‑end year-end audit adjustments and the absence of footnotes in the case of the unaudited financial statements referred to in clause (ii) above. (b) Since May December 31, 20142017, there have been no eventsevent, actsdevelopment or circumstance exists or has occurred that, conditions or occurrences, singly individually or in the aggregate, that have has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Company 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 May 31, 20142007, 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 February 2829, 20152008, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year‑end year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since May 31, 20142007, there have been no events, acts, conditions or occurrences, singly or in the aggregate, that have had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The 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 May 31, 20142010, 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 February 28August 31, 20152010, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year‑end year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since May 31, 20142010, there have been no events, acts, conditions or occurrences, singly or in the aggregate, that have had or could reasonably be expected to have a Material Adverse Effect.