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

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2000, reported on by Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2001, certified on behalf of the Company by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders divisional equity and cash flows (i) as of and for the fiscal year ended December 31, 20001997, reported on by Ernst Coopers & Young LLPXxxxxxx L.L.P., independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20011998, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet sheets and statements of income, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year ended December 31September 30, 20002014, audited and reported on by Ernst & Young LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter quarters and the portion portions of the fiscal year ended March 3131 and June 30, 20012015, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2000, 2021 reported on by Ernst & Young BDO USA, LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20012022, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its the consolidated balance sheet and statements of income, stockholders equity and cash flows of Holdings and its consolidated Subsidiaries (i) as of and for the fiscal year ended December 31, 20002013, reported on by Ernst & Young LLPYoung, independent public accountants, and (ii) as of and for the fiscal quarter month and the portion of the fiscal year ended March 31September 30, 20012014, certified on behalf of the Company by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Holdings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity retained earnings and cash flows (i) as of and for the fiscal year ended December October 31, 20002015, reported on audited by Ernst & Young KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter quarters and the portion of the fiscal year ended March January 31, 20012015, April 30, 2015 and July 31, 2015, certified on behalf by one of the Company by a its Financial OfficerOfficers. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20002013, reported on by Ernst & Young BDO USA, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20012014 (other than a statement of stockholders equity), certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December January 31, 20002009 and January 31, 2010, reported on by Ernst & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March July 31, 20012010, certified on behalf of the Company by a its Chief Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (iA) as of and for the fiscal year Fiscal Year ended December 31, 20002011, reported on by Ernst & Young PricewaterhouseCoopers LLP, independent public accountants, and (iiB) as of and for the fiscal quarter Fiscal Quarter and the portion of the fiscal year Fiscal Year ended March 31, 20012012, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (iiB) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2000, reported on by Ernst & Young LLP, independent public accountants2004, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20012005, certified on behalf of by the Company by a Financial OfficerParent’s chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) abovefootnotes.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2000, 2014 reported on by Ernst & Young LLPPricewaterhouseCoopers LLC, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20012015 and June 30, 2015, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20002003, reported on by Ernst & Young PricewaterhouseCoopers LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarter ended June 30, 2004 and the portion of the fiscal year ended March 31, 2001then ended, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year years ended December 31, 20002008, December 31, 2009 and December 31, 2010, reported on by Ernst & Young LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20012011, certified by its chief financial officer. Other than as set forth on behalf of the Company by a Financial Officer. Such Schedule 3.4, such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year ended December 31, 20002018, reported on by Ernst & Young Xxxxxx and Xxxxxxx LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 20012019, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20001999, reported on by Ernst & Young LLPArthxx Xxxexxxx XXX, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 20012000, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in 42 48 accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20002008, reported on by Ernst & Young PriceWaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter ended September 30, 2009 and the portion of the fiscal year nine months then ended March 31, 2001, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders stockholders' equity and cash flows (i) as of and for the fiscal year ended December 31March 25, 20002002, reported on by Ernst & Young Xxxxxx Xxxxxxxx LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 23, 20012002, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2000, 2017 reported on by Ernst Deloitte & Young Touche LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20012018, June 30, 2018 and September 30, 2018, certified on behalf of the Company by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31April 30, 20002013, reported on by Ernst & Young LLPKPMG, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March July 31, 20012013, October 31, 2013 and January 31, 2014, in each case certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveunaudited quarterly financial statements.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31April 1, 2000, 2012 reported on by Ernst & Young KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31July 1, 20012012 and September 30, 2012, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31October 25, 20002003, reported on by Ernst Deloitte & Young Touche LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31May 1, 20012004, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Administrative Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31June 30, 20002007, reported on by Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20012008, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material 56 respects, the financial position and results of operations and cash flows of the Company Administrative 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 in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20002002, reported on by Ernst & Young LLPPricewaterhouseCoopers LLC, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 20012003, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20002005, reported which are included with the Borrower’s annual report on by Ernst & Young LLP, independent public accountantsForm 10-K, and (ii) as of and for the fiscal quarter month and the portion of the fiscal year ended March May 31, 20012006, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity retained earnings and cash flows (i) as of and for the fiscal year ended December October 31, 20002016, reported on audited by Ernst & Young KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter quarters and the portion of the fiscal year ended March January 31, 20012016, April 30, 2016 and July 31, 2016, certified on behalf by one of the Company by a its Financial OfficerOfficers. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders shareholders equity and cash flows (i) as of and for the fiscal year years ended December 31June 30, 20002016 and June 30, 2015, reported on by Ernst & Young Xxxxx Xxxxxxxx, LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion portions of the fiscal year ended March December 31, 20012016, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20001996, reported on by Ernst & Young Price Waterhouse LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 20011997, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20002005, reported on by Ernst & Young LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20012006, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and Borrower (which includes its consolidated Subsidiaries Subsidiaries) as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of condensed footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year years ended December 31, 20002016 and December 31, 2017, reported on by Ernst Deloitte & Young Touche LLP, independent public accountants, and (ii) as of and for the each fiscal quarter and the portion of the fiscal year ended March subsequent to December 31, 20012017 and at least 45 days prior to the Closing Date, in each case certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal calendar year ended December 31, 20002001, reported on audited by Ernst & Young Young, LLP, independent public accountants, and (ii) as of and for the fiscal quarter Fiscal Quarter and the portion of the fiscal calendar year ended March 31, 20012002, certified on behalf by one of the Company by a its Financial OfficerOfficers. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders stockholders' equity and cash flows (i) as of and for the fiscal year years ended December 31, 20001995, December 31, 1996, and December 31, 1997, reported on by Ernst & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20011998, certified on behalf of the Company by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders Administrative Agent its consolidated balance sheet and statements of incomeoperations, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year years ended December 31, 200020182020, reported on December 31, 20192021 and December 31, 20202022, in each case audited by Ernst Xxxxx & Young LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2001, certified on behalf of the Company by a Financial Officer2021. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited financial statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) ------------------------------------------------ The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20001999, reported on by Ernst & Young LLPPricewaterhouseCoopers, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20012000, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20002009, reported on by Ernst & Young PricewaterhouseCoopers LLP, independent public accountants, accountants and (ii) as its consolidated balance sheet and statements of income, stockholders equity and cash flows for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 2001, certified on behalf of the Company by a Financial Officer2010. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of incomeoperations, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year ended December 31, 20002003, reported on by Ernst Deloitte & Young Touche LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarter ended September 30, 2004 and the portion of the fiscal year ended March 31, 2001then ended, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended December May 31, 20002007, reported on by Ernst Deloitte & Young Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter Fiscal Quarter and the portion of the fiscal year Fiscal Year ended March 31February 29, 20012008, certified on behalf of the Company certi-fied by a Financial Officerits chief financial officer. Such financial statements state-ments present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end year‑end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31September 30, 20002003, reported on by Ernst Deloitte & Young Touche, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March December 31, 20012003, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Holdings has heretofore furnished to the Administrative Agent and the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended December 3129, 20002017, reported on by Ernst & Young BDO USA, LLP, independent public accountants, and (ii) as of and for the fiscal quarter Fiscal Quarter and the portion of the fiscal year Fiscal Year ended March 3130, 20012018, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Holdings and its consolidated Subsidiaries as of such dates date and for such periods period in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (ix) as of and for the fiscal year years ended December 31, 20002005, December 31, 2004 and December 31, 2003, reported on and audited by Ernst & Young KPMG LLP, independent public accountants, and (iiy) as of and for the fiscal quarter and the portion of the fiscal year three-month period ended March 31, 2001, certified on behalf 2006. All of the Company by a Financial Officer. Such foregoing financial statements delivered pursuant to the preceding sentence present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in sub-clause (iiy) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20002014, reported on by Ernst & Young KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20012015, certified on behalf by its chief financial officer in accordance with the requirements of the Company by a Financial OfficerSecurities and Exchange Commission. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20002003, reported on by Ernst & Young PricewaterhouseCoopers LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarter ended June 30, 2004 and the portion of the fiscal year ended March 31, 2001then ended, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its the consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to publicly filed with the Lenders SEC via the XXXXX filing system its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20002019, reported on by Ernst & Young KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 3130, 20012020, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year years ended December 31June 30, 20002012, reported on by Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March December 31, 20012012, certified on behalf of the Company by its President, a Vice President thereof or a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31September 30, 20001998, reported on by Ernst & Young KPMG Peat Marwick LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20011999, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders Administrative Agent its consolidated balance sheet and statements of incomeoperations, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year years ended December 31, 20002014,2016, reported on December 31, 20152017 and December 31, 2016,2018, in each case audited by Ernst & Young LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year six months ended March 31June 30, 2001, certified on behalf of the Company by a Financial Officer. 2017.. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited financial statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2000, 2015 reported on by Ernst Deloitte & Young Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20012016 and June 30, 2016, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended December 31, 2000, 2018 reported on by Ernst Xxxxxx & Young LLPXxxxx, PLLC, independent public accountants, and (ii) as of and for the fiscal quarter Fiscal Quarter and the portion of the fiscal year Fiscal Year ended March 31September 30, 20012019, certified on behalf of the Company by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders Administrative Agent its consolidated balance sheet and statements of incomeoperations, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year years ended December 31, 20002016,2018, reported on December 31, 20172019 and December 31, 2018,2020, in each case audited by Ernst & Young LLP, independent public accountants, . and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2001, certified on behalf of the Company by a Financial Officer2021. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited financial statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company ------------------------------------------------ Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20001999, reported on by Ernst & Young Xxxxxx Xxxxxxxx LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20012000, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year years ended December 31, 20002018 and December 31, 2019, reported on by Ernst Deloitte & Young Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 20012020, in each case certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of incomeoperations, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year ended December 31, 20002005, reported on by Ernst & Young LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarter ended June 30, 2006 and the portion of the fiscal year ended March 31, 2001then ended, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Parent has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31on February 2, 20002002, reported on by Ernst & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31on August 3, 20012002, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders shareholders equity and cash flows (i) as of and for the fiscal year years ended December 31June 30, 20002017 and June 30, 2018, reported on by Ernst & Young Xxxxx Xxxxxxxx, LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion portions of the fiscal year ended March December 31, 20012018, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31October 29, 20002004, reported on by Ernst Deloitte & Young Touche LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31July 29, 20012005, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished Lenders have been given access to the Lenders its Level 3’s (i) consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20002005, reported on by Ernst & Young KPMG LLP, an independent public accountantsaccounting firm, and (ii) its unaudited consolidated balance sheet and statements of income and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2001, certified on behalf of the Company by a Financial Officer2006. Such financial statements present fairly, fairly in all material respects, respects the financial position and results of operations and cash flows of the Company Level 3 and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Administrative Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31June 30, 20002007, reported on by Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20012008, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Administrative 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 in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31March 29, 20001999, reported on by Ernst & Young Axxxxx Axxxxxxx LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 28, 20011999, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company ------------------------------------------------ Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20001997, reported on by Ernst & Young Price Waterhouse LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20011998, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31July 3, 20001999, reported on by Ernst & Young LLPYoung, independent public accountants, and (ii) as of and for the first nine fiscal quarter and the portion months (ended on April 1, 2000) of the fiscal year ended March 31ending in June, 20012000, certified on behalf of the Company by a Financial an Authorized Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity income and cash flows (i) as of and for the fiscal year ended December 31, 20002004 and the fiscal year ended December 31, 2005, as reported on by Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20012006, certified on behalf by the chief financial officer of the Company by a Financial OfficerGeneral Partner. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20002006, reported on by Ernst & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 20012007, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its Administrative Agent and the Arranger the consolidated balance sheet and statements of income, stockholders equity partners’ capital and cash flows for the Borrower and its Consolidated Affiliates (i) as of and for the fiscal year ended December 31, 2000, reported on by Ernst & Young LLP, independent public accountants2004, and (ii) as of and for the fiscal quarter and the that portion of the fiscal year ended March 31June 30, 20012005, certified on behalf of the Company by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries Consolidated Affiliates as of such dates and for of such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveunaudited quarterly financial statements.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year years ended December 31June 30, 20002010, reported on by Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March December 31, 20012010, certified on behalf of the Company by its President, a Vice President thereof or a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) ------------------------------------------------ The Company Borrower has heretofore furnished to the Lenders its Limited's consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20001998, reported on by Ernst Xxxxxx Xxxxxxxx & Young LLPCo., independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20011999, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Limited and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its the consolidated balance sheet and the related statements of income, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year years ended December 31, 20002002 and December 31, 2003, reported on by Ernst Deloitte & Young Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March December 31, 20012004, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31January 1, 20002013, reported on by Ernst & Young Pricewaterhouse Coopers LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31July 2, 20012013, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (ix) as of and for the fiscal year years ended December 31, 2002, December 31, 2001 and December 31, 2000, reported on and audited by Ernst & Young KPMG LLP, independent public accountants, and (iiy) as of and for the fiscal quarter and the portion of the fiscal year three-month period ended March 31, 2001, certified on behalf 2003. All of the Company by a Financial Officer. Such foregoing financial statements delivered pursuant to the preceding sentence present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in sub-clause (iiy) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders stockholders' equity and cash flows (i) as of and for the fiscal year ended December 31, 20002003, reported on by Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20012004, certified on behalf of the Company by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20002016, reported on by Ernst & Young KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20012017, certified on behalf by its chief financial officer in accordance with the requirements of the Company by a Financial OfficerSecurities and Exchange Commission. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2000, 2011 reported on by Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20012012 and June 30, 2012, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31March 30, 20002002, reported on by Ernst Deloitte & Young Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 20012002, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year years ended December 31, 20002017, December 31, 2016 and December 31, 2015, reported on by Ernst & Young PricewaterhouseCoopers LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year quarters ended March 31, 20012018 and June 30, 2018, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited financial statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of incomeoperations, stockholders stockholders' equity and cash flows (i) as of and for the fiscal year ended December 31, 20002003, reported on by Ernst Deloitte & Young Touche LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarter ended September 30, 2004 and the portion of the fiscal year ended March 31, 2001then ended, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20002011, reported on by Ernst & Young PricewaterhouseCoopers, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 20012012, certified on behalf of the Company by a Financial OfficerOfficer of the Borrower. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated and consolidating balance sheet and statements of income, stockholders equity and cash flows (i) audited as of and for the fiscal year ended December 31September 30, 20002003, reported on by Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20012004, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20002004, reported on by Ernst & Young KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20012005, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year ended December 31September 30, 20002013, audited and reported on by Ernst & Young LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter quarters and the portion portions of the fiscal year ended March 3131 and June 30, 20012014, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (iA) as of and for the fiscal year Fiscal Year ended December 31, 20002010, reported on by Ernst & Young PricewaterhouseCoopers LLP, independent public accountants, and (iiB) as of and for the fiscal quarter Fiscal Quarter and the portion of the fiscal year Fiscal Year ended March 31September 30, 20012011, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (iiB) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December March 31, 20002023, reported on by Ernst Xxxxxx & Young LLPXxxxx, PLLC, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March December 31, 20012023, certified on behalf of the Company by a its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-normal year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20002005, reported on by Ernst & Young PriceWaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20012006, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year ended years ending, and at December 3129, 20002001, December 28, 2002, and December 27, 2003. The financial statements described in Section 3.04(a) were reported on by Ernst & Young LLP, independent public accountants, and (ii) as of and PricewaterhouseCoopers LLP for the fiscal quarter years ending, and the portion of the fiscal year ended March 31at, December 29, 2001, certified on behalf of the Company by a Financial OfficerDecember 28, 2002, and December 27, 2003. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance conformity with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveabove of this Section 3.04(a).

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to publicly filed with the Lenders SEC via the XXXXX filing system its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20002013, reported on by Ernst & Young KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20012014, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31November 30, 20002010, reported on by Ernst Deloitte & Young Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March May 31, 20012011, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and consolidated statements of operations and comprehensive income, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year years ended December 31, 20002002, December 31, 2003, and December 31, 2004, reported on by Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March December 31, 2001, 2004 certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries 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 in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year years ended December 31, 20002003 and December 31, 2004, reported on by Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 20012005, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Administrative Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31June 30, 20002006, reported on by Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20012007, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Administrative 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 in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of income, stockholders equity operations and cash flows (i) as of and for the fiscal year ended December 31January 30, 20002010, reported on by Ernst & Young KPMG LLP, independent public accountants, accountants and (ii) as of and for the each fiscal quarter and subsequent to January 30, 2010, ended at least forty five (45) days before the portion of the fiscal year ended March 31, 2001Closing Date, certified on behalf by its chief financial officer or vice president of the Company by a Financial Officerfinance. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes 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 Company MK Holdings has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December March 31, 20002012, reported on by Ernst & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter quarters and the portion of the fiscal year ended March 31June 30, 20012012 and September 29, 2012, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to publicly filed with the Lenders SEC via the XXXXX filing system its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 20002015, reported on by Ernst & Young KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20012016, certified on behalf of the Company by a Financial Officerits chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.