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 the consolidated balance sheet and statements of earnings, shareholders’ equity and cash flows of Holdings (i) as of and for the fiscal years ended September 30, 2011, 2012 and 2013, reported on by Xxxxx & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarters ended December 31, 2013 and March 31, 2014, certified by its chief financial officer (collectively, the “Historical Financial Statements”). Such Historical Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings and its consolidated Subsidiaries, as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and related consolidated statements of earnings, shareholders’ equity operations and cash flows of Holdings (i) and stockholders’ equity as of and for (i) the fiscal years ended September 30December 31, 20112004 and December 31, 2012 and 20132005, each reported on by Xxxxx Ernst & Young LLP, independent public accountants, and (ii) as of and for the each fiscal quarters ended quarter subsequent to December 31, 2013 and March 312005 ended on or prior to September 30, 20142006, certified by its chief financial officer officer, and (collectivelyiii) each of October and November 2006, the “Historical Financial Statements”)certified by its chief financial officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause clauses (ii) and (iii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet sheets and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings the Loan Parties and their Subsidiaries (i) as of and for the fiscal years Fiscal Years ended September 30on or about December 31, 2011, 2012 2017 and 20132018, reported on by Xxxxx & Young LLPDeloitte, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the Fiscal Year ended December 31, 2013 and on or about March 31, 20142019, certified by its chief financial officer (collectively, the “Historical Financial Statements”)an Authorized Representative. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Loan Parties and its consolidated Subsidiaries, their Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished or otherwise made available to the Lenders the its consolidated balance sheet and related statements of earningsincome and comprehensive income (loss), redeemable noncontrolling interest and shareholders’ equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 2013, 2018 reported on by Xxxxx & Young LLPPricewaterhouse Coopers L.L.P., independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31, 2013 and March 31, 20142019, certified by its chief financial officer (collectivelyJune 30, the “Historical Financial Statements”)2019 and September 30, 2019. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Company and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet and statements of earnings, shareholders’ equity and cash flows of Holdings (i) as of and for the fiscal years ended September 30, 2011, 2012 and 2013, reported on by Xxxxx Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarters ended December 31, 2013 and March 31, 2014, certified by its chief financial officer (collectively, the “Historical Financial Statements”). Such Historical Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings and its consolidated Subsidiaries, as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Administrative Agent and the Lenders (i) the consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) and its consolidated Subsidiaries as of and for the fiscal years Fiscal Year ended September 30December 25, 2011, 2012 and 20132015, reported on by Xxxxx & Young BDO USA, LLP, independent public accountants, accountants and (ii) as the unaudited interim consolidated balance sheet of Holdings and its consolidated Subsidiaries dated March 25, 2016 and the related statements of income and cash flows for the three (3) fiscal quarters ended December 31, 2013 and March 31, 2014, certified by its chief financial officer (collectively, the “Historical Financial Statements”)months then ended. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings and its consolidated Subsidiaries, Subsidiaries as of such dates date and for such periods period in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders the (i) its consolidated balance sheet and statements of earningsincome, shareholders’ comprehensive income, equity and cash flows as of Holdings the end of and for the fiscal year ended December 28, 2018, reported on by Deloitte & Touche LLP, an independent registered public accounting firm and (iii) its consolidated balance sheet and statement of income as of and for the fiscal years quarter and the portion of the fiscal year ended September 3027, 2011, 2012 and 2013, reported on by Xxxxx & Young LLP, independent public accountants2019, and (ii) as its statement of and cash flows for the such portion of such fiscal quarters ended December 31, 2013 and March 31, 2014year, certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Holdings and its consolidated Subsidiaries, Subsidiaries as of such dates date and for such periods period in accordance with GAAP, subject to normal year‑end audit adjustments and the absence of certain footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the (i) its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132000, reported on by Xxxxx & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of income and cash flows as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31September 30, 2013 and March 31, 20142001, certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, the Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year–end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the its consolidated balance sheet and consolidated statements of earnings, shareholders’ equity operations and cash flows of Holdings and, with respect to the fiscal year ended December 31, 2013, only, changes in stockholders equity and comprehensive income (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 2013, reported on by Xxxxx Ernst & Young LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarters and the portions of the fiscal year ended December 31, 2013 March 31 and March 31June 30, 2014, certified by its chief financial officer (collectively, the “Historical a Financial Statements”)Officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Company and its the consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the (i) its consolidated balance sheet and statements of earningsoperations, shareholders’ equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30April 26, 2011, 2012 and 2013, reported on by Xxxxx & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarters ended December 31July 26, 2013, October 25, 2013 and March 31January 24, 2014, certified signed by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the Lender: (i) its consolidated balance sheet and consolidated statements of earningsincome, shareholdersstockholders’ equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 3027, 2011, 2012 and 20132014, reported on by Xxxxx & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarters ended December 31, 2013 and March 31, 2014, certified by its chief financial officer (collectivelyClosing Date, the “Historical Financial Statements”)other financial statements described in clause (i) of Section 4.01(d) below. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments consolidated statements of stockholders’ equity in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders (or made available to the Lenders on the Securities and Exchange Commission’s XXXXX web page) its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 20112017, 2012 and 2013, reported on audited by Xxxxx & Young KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31June 30, 2013 and March 31, 20142018, certified by its chief financial officer (collectively, the “Historical a Financial Statements”)Officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Company and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders (or made available to the Lenders on the Securities and Exchange Commission’s XXXXX web page) its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 20112010, 2012 and 2013, reported on audited by Xxxxx & Young KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31, 2013 and March 31, 20142011, certified by its chief financial officer (collectively, the “Historical a Financial Statements”)Officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Company and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132004, reported on by Xxxxx & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31June 30, 2013 2005, as filed by the Company with the Securities and March 31Exchange Commission under the Securities Exchange Act of 1934, 2014, certified by its chief financial officer (collectively, the “Historical Financial Statements”)as amended. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Company and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the (i) audited consolidated balance sheet and sheets, related statements of earningsincome, shareholdersstockholders’ equity and cash flows of Holdings (i) the Borrower as of and for the fiscal years ended September 30December 31, 2011, 2012 2010 and 2013, reported on by Xxxxx & Young LLP, independent public accountants, 2011 and (ii) as the unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower for the fiscal quarters ended December 31March 30, 2013 2011, June 30, 2011 and March 31September 30, 2014, certified by its chief financial officer (collectively, the “Historical Financial Statements”)2011. Such Historical Financial Statements financial statements present fairly, in all material respects, the consolidated financial position and position, results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year end audit adjustments and the absence of certain footnotes and normal year-end adjustments in the case of the financial statements referred delivered pursuant to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132010, reported on by Xxxxx & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31June 30, 2013 2011, as filed by the Borrower with the Securities and March 31Exchange Commission under the Securities Exchange Act of 1934, 2014, certified by its chief financial officer (collectively, the “Historical Financial Statements”)as amended. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132008, reported on by Xxxxx & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31September 30, 2013 2009, as filed by the Company with the Securities and March 31Exchange Commission under the Securities Exchange Act of 1934, 2014, certified by its chief financial officer (collectively, the “Historical Financial Statements”)as amended. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Company and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the (i) its consolidated balance sheet and statements of earningsoperations, shareholders’ equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30April 26, 2011, 2012 and 2013, reported on by Xxxxx & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarters ended December 31July 26, 2013, October 25, 2013 and March 31January 24, 2014, certified signed by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Company and its consolidated Subsidiaries, subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and consolidated statements of earningsincome, shareholdersstockholders’ equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132007, reported on by Xxxxx Deloitte & Young Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarters and the portions of the fiscal year ended December 31, 2013 and March 31, 20142008, certified by its chief financial officer June 30, 2008, and September 30, 2008 (collectively, and comparable period for the “Historical Financial Statements”prior fiscal year). Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) ------------------------------------------------ The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20131997, reported on by Xxxxx PricewaterhouseCoopers LLP (successor to Coopers & Young LLPXxxxxxx, L.L.P.), independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31June 30, 2013 and March 31, 20141998, certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet sheets and related statements of earningsincome, shareholdersstockholders’ equity and cash flows of Holdings (i) as of and for the fiscal years ended September 30December 31, 20112005 and December 31, 2012 and 20132004, reported on by Xxxxxx & Xxxxx & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31, 2013 and March 31, 20142006 (and comparable period for the prior fiscal year), certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and consolidated statements of earningsoperations and comprehensive income, shareholdersstockholders’ equity and cash flows of Holdings (i) as of and for the fiscal years ended September 30December 31, 20112006, 2012 December 31, 2007, and 2013December 31, 2008, reported on by Xxxxx & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter ended December 31, 2013 and March 31, 20142009 (and comparable period for the prior fiscal year), certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet sheets and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings the Loan Parties and their Subsidiaries (i) as of and for the fiscal years Fiscal Years ended September 30on or about December 31, 2011, 2012 2013 and 20132014, reported on by Xxxxx Deloitte & Young Touche, LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the Fiscal Year ended December 31on or about September 30, 2013 and March 31, 20142015, certified by its chief financial officer (collectively, the “Historical Financial Statements”)an Authorized Representative. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Loan Parties and its consolidated Subsidiaries, their Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower SYX has heretofore furnished to the Lenders the consolidated balance sheet and statements of earnings, shareholders’ equity and cash flows of Holdings (i) the restated balance sheet of SYX on a Consolidated Basis as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132004, reported on without qualification by Xxxxx Deloitte & Young Touche USA LLP, independent public accountants, and (ii) the consolidating balance sheet, and the statements of income, stockholders equity and cash flow, of Borrowers on a Consolidated Basis as of and for the fiscal quarters month and the portion of the fiscal year ended December 31June 30, 2013 and March 31, 20142005, certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows flow of Holdings and its consolidated Subsidiaries, Borrowers on a Consolidated Basis as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (axvii) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries and the related consolidated statements of earningsincome, shareholders’ common stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132004, reported on by Xxxxx & Young Pricewaterhouse Coopers LLP, independent public accountantsaccountants and set forth in the Borrower's 2004 Form 10-K, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31June 30, 2013 and March 312005, 2014set forth in the Borrower's latest Form 10-Q, certified by its chief financial officer (collectively, the “Historical Financial Statements”). Such Historical Financial Statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, 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 and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower SYXGIC has heretofore furnished to the Lenders the consolidated balance sheet and statements of earnings, shareholders’ equity and cash flows of Holdings (i) the balance sheet of SYXGIC on a Consolidated Basis as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132015, reported on without qualification by Xxxxx Ernst & Young LLP, independent public accountants, and (ii) the consolidating balance sheet, and the statements of income, stockholders equity and cash flow, of Borrowers on a Consolidated Basis as of and for the fiscal quarters month and the portion of the fiscal year ended December August 31, 2013 and March 31, 20142016, certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows flow of Holdings and its consolidated Subsidiaries, Borrowers on a Consolidated Basis as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the (i) its audited consolidated balance sheet and statements of earningsconsolidated income, shareholdersstockholders’ equity and comprehensive income and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132017, reported on by Xxxxx & Young LLP, the independent registered public accountantsaccounting firm, and (ii) its unaudited consolidated balance sheet and statements of consolidated income and cash flows as of and for the fiscal quarters quarter ended December 31, 2013 and March 31, 20142018, certified by its chief financial officer (collectively, a Financial Officer of the “Historical Financial Statements”)Company. Such Historical Financial Statements consolidated financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Company and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) (a) The Borrower Company has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132000, reported on by Xxxxx & Young LLPPricewaterhouseCoopers, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31, 2013 and March 31, 20142001, certified as filed by its chief financial officer (collectivelythe Company with the Securities and Exchange Commission under the Securities Exchange Act of 1934, the “Historical Financial Statements”)as amended. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Company and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholderscomprehensive income, stockholders’ equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 20112010, 2012 audited by and 2013, reported on accompanied by Xxxxx & Young the opinion of PricewaterhouseCoopers LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarters and the portion of the fiscal year ended December 31, 2013 and March 31, 2014June 30 and September 30, 2011, certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and position, results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) contained in its Form 10-K as of and for the fiscal years year ended September 302010 filed with the SEC, 2011, 2012 and 2013, reported on with a report by Xxxxx Deloitte & Young Touche LLP, independent public accountants, and (ii) as contained in its Form 10-Q as of and for each fiscal quarter and the portion of such fiscal quarters year ended December 31, 2013 and March 31, 2014, certified by its chief financial officer (collectively, 2011 filed with the “Historical Financial Statements”)SEC. Such Historical Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, 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 and normal year-end adjustments in the case of the statements referred to in clause (ii) aboveunaudited quarterly Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its (i) consolidated balance sheet and consolidated statements of earningsincome, shareholdersstockholders’ equity and cash flows of Holdings (i) as of and for the fiscal years ended September 30December 31, 2011, 2012 2014 and 20132015, reported on by Xxxxx Deloitte & Young Touche LLP, independent public accountants, and (ii) as of and FOCUS-II Reports for the fiscal quarters quarter ended December 31, 2013 and March 31, 20142016, certified by its chief financial officer and (collectivelyiii) a FOCUS-II Report for the period beginning April 1, the “Historical Financial Statements”)2016 and ended April 30, 2016. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders JPMCB the consolidated balance sheet and statements of earningsoperations, shareholders’ stockholders' equity and cash flows of Holdings the Parent Company and its consolidated Subsidiaries (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132001, reported on by Xxxxx Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31, 2013 and March 31, 20142002, certified by its chief financial officer (collectively, one of the “Historical Parent Company's Financial Statements”)Officers. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Parent Company and its consolidated Subsidiaries, Subsidiaries as of such the dates and for such the periods indicated in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132021, reported on by Xxxxx & Young PriceWaterhouseCoopers LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarters and the portions of the fiscal year ended December 31, 2013 and March 31, 20142022, June 30, 2022 and September 30, 2022, in each case, certified by one of its chief financial officer (collectively, the “Historical Financial Statements”)Officers. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsoperations, shareholdersstockholders’ equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 29, 2011, 2012 and 2013, reported on audited by Xxxxx & Young and accompanied by the opinion of KPMG LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarters and the portions of the fiscal year ended December 31March 30, 2013 2014 and March 31June 29, 2014, certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the consolidated financial position and position, results of operations and cash flows of Holdings Holdings, the Borrower and its consolidated Subsidiaries, the Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and consolidated statements of earningsincome, shareholdersstockholders’ equity and cash flows of Holdings (i) as of and for the fiscal years ended September 30December 31, 20112004, 2012 2003 and 20132002, reported on by Xxxxx Deloitte & Young Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarters and the portion of the fiscal year ended December 31June 30, 2013 2005 (and March 31, 2014comparable periods for the prior fiscal year), certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries and the related consolidated statements of earningsincome, shareholders’ common stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132003, reported on by Xxxxx & Young Pricewaterhouse Coopers LLP, independent public accountantsaccountants and set forth in the Borrower's 2003 Form 10-K, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31June 30, 2013 and March 312004, 2014set forth in the Borrower's latest Form 10-Q, certified by its chief financial officer (collectively, the “Historical Financial Statements”). Such Historical Financial Statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, 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 and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Parent Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years Fiscal Year ended September March 30, 2011, 2012 and 20132019, reported on by Xxxxx Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarters Fiscal Quarters and the portion of the Fiscal Year ended June 30, 2019, September 30, 2019 and December 31, 2013 and March 312019, 2014, each certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Parent Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) ----------------------------------------------- The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet statement of financial position, and statements of earnings, changes in shareholders’ ' equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 29, 2011, 2012 and 20132000, reported on by Xxxxx & Young LLP, independent public accountants, and (ii) except for statements of changes in shareholders' equity, as of and for the fiscal quarters quarter ended December 31March 30, 2013 and March 31, 20142001, certified by its chief financial officer (collectively, the “Historical a Financial Statements”)Officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years ended September 30December 31, 20112010 and December 31, 2012 and 2013, 2009 reported on by Xxxxx Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31September 30, 2013 and March 31, 20142011, certified as to the matters set forth in the immediately following sentence by its chief financial officer (collectively, a Financial Officer on behalf of the “Historical Financial Statements”)Borrower. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The the Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows [as of Holdings (iand for the fiscal year ended December 31, 2022 reported on by KPMG LLP, independent public accountants](i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 2013, reported on by Xxxxx & Young LLP, independent public accountants, 2021 and (ii) as of and for the fiscal quarters and the portion of the fiscal year ended December 31, 2013 and March 31, 20142022, June 30, 2022 and September 30, 2022, certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer]. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP[, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above].

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings the Borrower and its Restricted Subsidiaries on a consolidated basis (i) as of and for the fiscal years year ended September 30March 31, 2011, 2012 and 2013, 1996 reported on by Xxxxx & Young Xxxxxx Xxxxxxxx LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31September 30, 2013 and March 31, 20141996, certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position condition and results of operations and cash flows of Holdings the Borrower and its Restricted Subsidiaries on a consolidated Subsidiaries, basis as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years ended September 30December 31, 20112006 and December 31, 2012 and 2013, 2005 reported on by Xxxxx & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31June 30, 2013 and March 31, 20142007, certified as to the matters set forth in the immediately following sentence by its chief financial officer (collectively, a Financial Officer on behalf of the “Historical Financial Statements”)Borrower. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30, 2011, 2012 and 2013, 2009 reported on by Xxxxx & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the portion of the fiscal quarters year ended December 31June 30, 2013 and March 312010 and, 2014with respect to the statement of income only, for the fiscal quarter ended June 30, 2010, certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132000, reported on by Xxxxx & Young LLPPricewaterhouseCoopers, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31, 2013 and March 31, 20142001, certified as filed by its chief financial officer (collectivelythe Company with the Securities and Exchange Commission under the Securities Exchange Act of 1934, the “Historical Financial Statements”)as amended. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Company and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet sheets and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings the Loan Parties and their Subsidiaries (i) as of and for the fiscal years Fiscal Years ended September 30on or about December 31, 2011, 2012 2021 and 20132022, reported on by Xxxxx & Young LLPDeloitte, independent public accountants, and (ii) as of and for the fiscal quarters Fiscal Quarter and the portion of the Fiscal Year ended December 31on or about September 30, 2013 and March 31, 20142023, certified by its chief financial officer (collectively, the “Historical Financial Statements”)an Authorized Representative. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Loan Parties and its consolidated Subsidiaries, their Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet and statements of earnings, shareholders’ equity and cash flows of Holdings (i) as of and for the fiscal years ended September 30, 20112008, 2012 2009 and 20132010, reported on by Xxxxx Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter ended December 31, 2013 and March 31, 20142010, certified by its chief financial officer (collectively, the “Historical Financial Statements”). Such Historical Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings and its consolidated Subsidiaries, as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (iiclause(ii) above.

Financial Condition; No Material Adverse Change. (a) The ----------------------------------------------- Borrower has heretofore furnished to the Lenders the its consolidated balance sheet statement of financial position, and statements of earnings, changes in shareholders’ ' equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 29, 2011, 2012 and 20132000, reported on by Xxxxx & Young LLP, independent public accountants, and (ii) except for statements of changes in shareholders' equity, as of and for the fiscal quarters quarter ended December 31March 30, 2013 and March 31, 20142001, certified by its chief financial officer (collectively, the “Historical a Financial Statements”)Officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years ended September 30December 31, 20112014 and December 31, 2012 and 2013, 2015 reported on by Xxxxx Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31, 2013 and March 31, 20142016, certified as to the matters set forth in the immediately following sentence by its chief financial officer (collectively, a Financial Officer on behalf of the “Historical Financial Statements”)Borrower. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the its consolidated balance sheet and consolidated statements of earnings, shareholders’ equity operations and cash flows of Holdings and, with respect to the fiscal year ended December 31, 2008 only, changes in stockholders equity and comprehensive income (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132008, reported on by Xxxxx Ernst & Young LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31September 30, 2013 and March 31, 20142009, certified by its chief financial officer (collectively, the “Historical a Financial Statements”)Officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Company and its the consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the audited consolidated balance sheet and related statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132017, reported on by Xxxxx & Young Xxxxxxxx LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter ended December 31September 30, 2013 and March 312018, 2014, certified together with a certification by its chief a Financial Officer that the financial officer statements described in this clause (collectively, the “Historical Financial Statements”). Such Historical Financial Statements ii) present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, 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 and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132014, reported on by Xxxxx & Young BDO USA, LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31, 2013 and March 31, 20142015, June 30, 2015 and September 30, 2015 (other than a statement of stockholders equity), certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet and statements of earnings, shareholders’ equity and cash flows of Holdings (i) as of and for the fiscal years ended September 30, 20112010, 2012 2011 and 20132012, reported on by Xxxxx Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter ended December 31, 2013 and March 31, 20142012, certified by its chief financial officer (collectively, the “Historical Financial Statements”). Such Historical Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings and its consolidated Subsidiaries, as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent for delivery to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years ended September 30on December 31, 20112015 and December 31, 2012 and 20132016, reported on by Xxxxx Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and portion of the fiscal year most recently ended December 31, 2013 and March 31, 2014prior to the Effective Date, certified by its chief financial officer (collectively, or another similarly responsible officer of the “Historical Financial Statements”)Borrower. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the copies (which copies are attached as Exhibit G hereto) of its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years ended September 30December 31, 20112003 and December 31, 2012 and 20132004, reported on by Xxxxx & Young KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter ended December 31, 2013 and March 31, 20142005 and for each month and the portion of the fiscal year ended May 31, 2005, certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders' equity and cash flows of Holdings (i) as of and for the fiscal years ended September 30December 31, 20111997 and December 31, 2012 and 20131998, reported on by Xxxxx & Young Xxxxxx Xxxxxxxx, LLP, independent public accountants, and (ii) as of and for the fiscal quarters and each portion of the fiscal year ended December 31, 2013 and March 31, 20141999 and June 30, 1999, in each case certified by its chief financial officer (collectively, the “Historical a Financial Statements”)Officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Company and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the (i) its consolidated balance sheet and consolidated statements of earnings, shareholdersstockholders’ equity and cash flows of Holdings (i) as of and for the its fiscal years year ended September June 30, 20112016, 2012 and 2013the related notes, reported on by Xxxxx Deloitte & Young Touche LLP, independent registered public accountants, and (ii) its consolidated balance sheets and statements of earnings, stockholders’ equity and cash flows as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31September 30, 2013 and March 31, 2014, certified by its chief financial officer (collectively, the “Historical Financial Statements”)2016. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and position, results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end year‑end audit adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132003, reported on by Xxxxx & Young LLPPricewaterhouseCoopers, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31, 2013 and March 31, 20142004, certified as filed by its chief financial officer (collectivelythe Company with the Securities and Exchange Commission under the Securities Exchange Act of 1934, the “Historical Financial Statements”)as amended. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Company and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Parent has heretofore furnished to the Lenders the (i) its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30April 24, 2011, 2012 and 2013, 2015 reported on by Xxxxx Deloitte & Young Touche LLP, independent public accountants, and (ii) its condensed consolidated balance sheet and statements of income and cash flows as of and for the fiscal quarters quarter (other than the statement of cash flows) and the portion of the fiscal year ended December 31October 30, 2013 and March 31, 20142015, certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Parent and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and consolidated statements of earningsincome, shareholdersstockholders’ equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132009, reported on by Xxxxx Deloitte & Young Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarters and the portions of the fiscal year ended December 31, 2013 and March 31, 20142010, certified by its chief financial officer June 30, 2010, and September 30, 2010 (collectively, and comparable period for the “Historical Financial Statements”prior fiscal year). Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the (i) audited consolidated balance sheet and sheets, related statements of earningsincome, shareholdersstockholders’ equity and cash flows of Holdings (i) the Borrower as of and for the fiscal years ended September 30December 31, 2011, 2011 and 2012 and 2013, reported on by Xxxxx & Young LLP, independent public accountants, and (ii) as the unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower for the fiscal quarters ended December 31March 30, 2013 2012, June 30, 2012 and March 31September 30, 2014, certified by its chief financial officer (collectively, the “Historical Financial Statements”)2012. Such Historical Financial Statements financial statements present fairly, in all material respects, the consolidated financial position and position, results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year end audit adjustments and the absence of certain footnotes and normal year-end adjustments in the case of the financial statements referred delivered pursuant to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The US Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years ended September 30February 28, 20112005 and February 28, 2012 and 20132006, reported on by Xxxxx Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarters month ended December 31April 20, 2013 2006 and March 31for the portion of the fiscal year elapsed since February 28, 20142006, certified by its the chief financial officer (collectively, of the “Historical Financial Statements”)US Borrower. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the US Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and consolidated statements of earningsoperations and comprehensive income, shareholdersstockholders’ equity and cash flows of Holdings (i) as of and for the fiscal years ended September 30December 31, 20112001, 2012 December 31, 2002, and 2013December 31, 2003, reported on by Xxxxx & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter ended December 31, 2013 and March 31, 20142004 (and comparable period for the prior fiscal year), certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsoperations, shareholdersstatement of changes in stockholders’ equity (in the case of the annual financial statements) and statements of cash flows of Holdings (i) as of and for the fiscal years year ended September 30July 31, 2011, 2012 and 20132004, reported on by Xxxxx & Young Xxxxxxxx LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31April 30, 2013 and March 31, 2014, certified by its chief financial officer (collectively, the “Historical Financial Statements”)2005. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (ab) The Borrower has heretofore furnished to the Lenders the Administrative Agent its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years ended September 30, 2011, 2012 and 20132011, reported on by Xxxxx & Young LLP, independent public accountants, PricewaterhouseCoopers and (ii) as of and for the fiscal quarters year ended December 31, 2013 and the fiscal quarter ended March 31, 2014, certified by its chief a Financial Officer. As of the Amendment No. 1 Effective Date, other than as set forth on Schedule 3.04, such financial officer (collectively, the “Historical Financial Statements”). Such Historical Financial Statements statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the consolidated and consolidating balance sheet sheets of the Company and its consolidated Subsidiaries and the related statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years ended September 30November 2, 20111997 and November 1, 2012 1998 and 2013October 31, 1999, such consolidated financial statements being reported on by Xxxxx Deloitte & Young Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter ended December 31January 30, 2013 and March 31, 2014, certified by its chief financial officer (collectively, the “Historical Financial Statements”)2000. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position condition and results of operations and cash flows of Holdings the Company and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries and the related consolidated statements of earningsincome, shareholders’ common stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132002, reported on by Xxxxx & Young Pricewaterhouse Coopers LLP, independent public accountantsaccountants and set forth in the Borrower's 2002 Form 10-K, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31June 30, 2013 and March 312003, 2014set forth in the Borrower's latest Form 10-Q, certified by its chief financial officer (collectively, the “Historical Financial Statements”). Such Historical Financial Statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, 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 and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132001, reported on by Xxxxx & Young LLPPricewaterhouseCoopers, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31, 2013 and March 31, 20142002, certified as filed by its chief financial officer (collectivelythe Company with the Securities and Exchange Commission under the Securities Exchange Act of 1934, the “Historical Financial Statements”)as amended. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Company and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132005, reported on by Xxxxx & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31June 30, 2013 2006, as filed by the Company with the Securities and March 31Exchange Commission under the Securities Exchange Act of 1934, 2014, certified by its chief financial officer (collectively, the “Historical Financial Statements”)as amended. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Company and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the consolidated and consolidating balance sheet sheets of the Consolidated Entities and the related statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years ended September December 25, 1999, December 30, 20112000 and December 29, 2012 and 2013, 2001 reported on by Xxxxx & Young PriceWaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarters year ended December 3128, 2013 and March 31, 2014, certified by its chief financial officer (collectively, the “Historical Financial Statements”)2002. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position condition and results of operations and cash flows of Holdings and its consolidated Subsidiaries, the Consolidated Entities as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has Financial Condition. Borrowers have heretofore furnished to the Lenders the LendersLender their consolidated balance sheet and statements of earningsincome, shareholdersstockholders’ equity and cash flows of Holdings (i) as of and for the fiscal years Fiscal Year ended September 30, 2011, 2012 and 2013, reported on by Xxxxx XxXxxxxxx & Young Xxxxxx, LLP, independent public accountants, and (ii) as of and for the fiscal quarters Fiscal Quarter and the portion of the Fiscal Year ended December 31, 2013 and March 31June 30, 2014, certified by its chief financial officer (collectively, the “Historical Financial Statements”)a Responsible Officer of Borrowers. Such Historical Financial Statements financial statements present fairly, fairly in all material respects, the financial position and results of operations and cash flows of Holdings Borrowers and its consolidated Subsidiaries, their Subsidiaries as of such dates and for such periods in ACTIVE 65850631v14 accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) aboveof this Section 3.4(a).

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the (i) its audited consolidated balance sheet and statements of earningsconsolidated income, shareholdersstockholders’ equity and comprehensive income and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132010, reported on by Xxxxx & Young LLP, the independent registered public accountantsaccounting firm, and (ii) its unaudited consolidated balance sheet and statements of consolidated income and cash flows as of and for the fiscal quarters quarter ended December 31, 2013 and March 31, 20142011, certified by its chief financial officer (collectively, a Financial Officer of the “Historical Financial Statements”)Borrower. Such Historical Financial Statements consolidated financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Parent Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholdersstockholders’ equity and cash flows of Holdings (i) as of and for the fiscal years ended September 30December 31, 2011, 2012 2000 and 20132001, reported on by Xxxxx & Young Xxxxxx Xxxxxxxx LLP, independent public accountants, and (ii) as of and for the fiscal quarters year ended December 31, 2013 2002, reported on by Ernst & Young LLP, independent public accountants and March (iii) as of and for the fiscal year ended December 31, 20142003, certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Parent Borrower and its consolidated Subsidiaries, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (iiiii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the (i) its consolidated balance sheet and statements of earningsoperations, shareholders’ equity and cash flows of Holdings (i) as of and for the fiscal years year ended September April 30, 2011, 2012 and 20132004, reported on by Xxxxx & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarters ended December 31July 30, 2013 2004 and March 31October 29, 20142004, certified signed by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet sheets and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings the Loan Parties and their Subsidiaries (i) as of and for the fiscal years Fiscal Years ended September 30on or about December 31, 2010 and 2011, 2012 and 2013, reported on by Xxxxx Deloitte & Young Touche, LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the Fiscal Year ended December 31, 2013 and on or about March 31, 20142012, certified by its chief financial officer (collectively, the “Historical Financial Statements”)an Authorized Representative. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Loan Parties and its consolidated Subsidiaries, their Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and consolidated statements of earningsincome, shareholdersstockholders’ equity and cash flows of Holdings (i) as of and for the fiscal years ended September 30December 31, 20112002, 2012 December 31, 2003 and 2013December 31, 2004, reported on by Xxxxx & Young KPMG LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31, 2013 and March 31, 20142005 (and the comparable periods for the prior fiscal years), certified by its chief financial officer (collectively, the “Historical a Financial Statements”)Officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132007, reported on by Xxxxx & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31June 30, 2013 2008, as filed by the Borrower with the Securities and March 31Exchange Commission under the Securities Exchange Act of 1934, 2014, certified by its chief financial officer (collectively, the “Historical Financial Statements”)as amended. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132006, reported on by Xxxxx & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31June 30, 2013 2007, as filed by the Company with the Securities and March 31Exchange Commission under the Securities Exchange Act of 1934, 2014, certified by its chief financial officer (collectively, the “Historical Financial Statements”)as amended. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Company and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The a).The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholderscomprehensive income, stockholders’ equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 20112015, 2012 audited by and 2013, reported on accompanied by Xxxxx & Young the opinion of PricewaterhouseCoopers LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31, 2013 and March 31, 20142016, certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and position, results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year‑end audit adjustments and the absence of certain footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower SYX has heretofore furnished to the Lenders the consolidated balance sheet and statements of earnings, shareholders’ equity and cash flows of Holdings (i) the balance sheet of SYX on a Consolidated Basis as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132015, reported on without qualification by Xxxxx Ernst & Young LLP, independent public accountants, and (ii) the consolidating balance sheet, and the statements of income, stockholders equity and cash flow, of Borrowers on a Consolidated Basis as of and for the fiscal quarters month and the portion of the fiscal year ended December August 31, 2013 and March 31, 20142016, certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows flow of Holdings and its consolidated Subsidiaries, Borrowers on a Consolidated Basis as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 2013, 2002 reported on by Xxxxx & Young LLPPricewaterhouseCoopers, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31, 2013 and March 31, 20142003, certified as filed by its chief financial officer (collectivelythe Company with the Securities and Exchange Commission under the Securities Exchange Act of 1934, the “Historical Financial Statements”)as amended. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Company and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (or made available to the Lenders on the Securities and Exchange Commission’s XXXXX web page) its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 20112005, 2012 and 2013, reported on audited by Xxxxx & Young KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31June 30, 2013 and March 31, 20142006, certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) ------------------------------------------------ The Borrower Company has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30, 2011, 2012 and 20131997, reported on by Xxxxx Ernst & Young LLP, independent public accountants, and (ii) as of and for each of the fiscal quarters and the portions of the fiscal year ended December 31, 2013 and 1997, March 31, 20141998 and June 30, 1998, certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Company and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower ------------------------------------------------ Holdings has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30January 3, 2011, 2012 and 20131998, reported on by Xxxxx & Young LLP, Xxxxxx Xxxxxxxx LLP independent public accountants, and (ii) as of the end of and for each fiscal month ended after the end of such fiscal quarters ended December 31, 2013 year and March 31, 2014prior to the date 30 days prior to the Effective Date, certified by one of its chief financial officer (collectively, the “Historical Financial Statements”)Officers. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the Administrative Agent its consolidated balance sheet sheets, statements of operations, statements of comprehensive loss, statements of stockholders’ equity and statements of earnings, shareholders’ equity and cash flows of Holdings (i) as of and for the fiscal years ended September 30(x) December 31, 20112020 and December 31, 2012 and 20132021, reported on in each case, audited by Xxxxx & Young 82 PricewaterhouseCoopers LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarters ended December 31, 2013 and March 31, 20142022 and June 30, certified by its chief financial officer (collectively, the “Historical Financial Statements”)2022. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Restricted Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the unaudited financial statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132017, reported on by Xxxxx Ernst & Young Young, LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31, 2013 and March 31, 20142018, June 30, 2018 and September 30, 2018 (other than a statement of stockholders equity), certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (af) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and consolidated statements of earningsincome, shareholdersstockholders’ equity and cash flows of Holdings (i) as of and for the fiscal years ended September 30December 31, 2011, 2012 and 2013, reported on by Xxxxx Deloitte & Young Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31September 30, 2013 2014 (and March 31, 2014comparable period for the prior fiscal year), certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries and the related consolidated statements of earningsincome, shareholders’ common stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132001, reported on by Xxxxx & Young Pricewaterhouse Coopers LLP, independent public accountantsaccountants and set forth in the Borrower's 2001 Form 10-K, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31June 30, 2013 and March 312002, 2014set forth in the Borrower's latest Form 10-Q, certified by its chief financial officer (collectively, the “Historical Financial Statements”). Such Historical Financial Statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, 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 and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The U.S. Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and consolidated statements of earningsincome, shareholdersstockholders’ equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 2013, reported on by Xxxxx Deloitte & Young Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarters and the portions of the fiscal year ended December 31, 2013 and March 31, 2014, certified by its chief financial officer and June 30, 2014 (collectively, and comparable period for the “Historical Financial Statements”prior fiscal year). Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the U.S. Borrower and its consolidated Subsidiaries, the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and related statements of earningsoperations, changes in shareholders’ ' equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20131995, reported on by Xxxxx Coopers & Young LLPLybrxxx, X.L.P., independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31September 30, 2013 and March 31, 20141996, certified by its treasurer or chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respectsrespects , the financial position and results of operations and cash flows of Holdings the Borrower and its the consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132010, reported on by Xxxxx & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31September 30, 2013 2011, as filed by the Company with the Securities and March 31Exchange Commission under the Securities Exchange Act of 1934, 2014, certified by its chief financial officer (collectively, the “Historical Financial Statements”)as amended. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Company and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and consolidated statements of earningsincome, shareholdersstockholders’ equity and cash flows of Holdings (i) as of and for the fiscal years ended September 30December 31, 2011, 2012 and 2013, reported on by Xxxxx Deloitte & Young Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31September 30, 2013 2014 (and March 31, 2014comparable period for the prior fiscal year), certified by its chief financial officer (collectively, the “Historical Financial Statements”)officer. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132015, reported on by Xxxxx & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarters quarter and the portion of the fiscal year ended December 31, 2013 and March 31, 20142016, certified as filed by its chief financial officer (collectivelythe Borrower with the Securities and Exchange Commission under the Securities Exchange Act of 1934, the “Historical Financial Statements”)as amended. Such Historical Financial Statements financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the audited consolidated balance sheet and related statements of earningsincome, shareholders’ stockholders equity and cash flows of Holdings the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal years year ended September 30December 31, 2011, 2012 and 20132017, reported on by Xxxxx & Young LLP, independent public accountantsPricewaterhouseCoopers L.L.P., and (ii) as of and for the fiscal quarters quarter ended December 31, 2013 and March 31, 20142018, certified together with a certification by its chief a Financial Officer that the financial officer statements described in this clause (collectively, the “Historical Financial Statements”). Such Historical Financial Statements ii) present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries, 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 and normal year-end adjustments in the case of the statements referred to in clause (ii) above.