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 June 30, 2016 reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December 31, 2016 and March 31, 2017, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30, 2016, there has been no material adverse change in the business, assets, operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole.

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 years ended June September 30, 2016 2012, September 30, 2013 and September 30, 2014, audited and reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion portions of the fiscal year ended September 30, 2016, December 31, 2016 and March 31, 20172014, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June September 30, 20162014, there has been no material adverse change in the business, assets, operations operations, prospects or condition (financial or otherwise) of the Company and its the Subsidiaries, taken as a whole.

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 stockholders' equity and cash flows (i) as of and for the fiscal year ended June 30December 31, 2016 2001, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of income and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December 31, 2016 and March 31, 20172002, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30December 31, 20162001, there has been no material adverse change in the business, assets, operations operations, prospects or condition (condition, financial or otherwise) , of the Company Borrower and its Subsidiaries, taken as a whole.

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 June September 30, 2016 2005, audited and reported on by PricewaterhouseCoopers 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 September 30, 2016, December 31, 2016 and 2005, March 31, 20172006, and June 30, 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June September 30, 20162005, there has been no material adverse change in the business, assets, operations operations, prospects or condition (financial or otherwise) of the Company and its the Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its the Guarantor’s consolidated balance sheet and statements of income, stockholders or partners equity and cash flows (i) as of and for the fiscal year ended June 30December 31, 2016 2004, reported on by PricewaterhouseCoopers PriceWaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December 31, 2016 and March 31, 20172005, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries Consolidated Businesses as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30December 31, 20162004, there has been no material adverse change in the business, assets, operations operations, prospects or condition (condition, financial or otherwise) , of the Company and its SubsidiariesConsolidated Businesses, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended June 30December 31, 2016 2015, reported on by PricewaterhouseCoopers BDO Xxxxxxx, 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 September June 30, 2016, December 31, 2016 and March 31, 2017, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30December 31, 20162015, there has been no material adverse change in the business, assets, operations operations, prospects or condition (condition, financial or otherwise) , of the Company and its Subsidiaries, taken as a whole.

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 equity and cash flows (i) as of the end of and for the fiscal year ended June April 30, 2016 2006, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of the end of and for the fiscal quarter and the portion of the fiscal year quarters ended September 30, 2016, December July 31, 2016 and March 2006, October 31, 20172006, and January 31, 2007, certified by its chief financial officera Financial Officer of the Company. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject subject, in the case of such quarterly financial statements, to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) abovefootnotes. (b) Since June April 30, 20162006, through the date of this Agreement, there has been no material adverse change in the business, assets, operations or condition (liabilities, condition, financial or otherwise) , or material agreements of the Company and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended June 30July 3, 2016 2021, reported on by PricewaterhouseCoopers Deloitte & Touche, LLP, independent public accountants, and (ii) as of and for the fiscal quarter Fiscal Quarters ended October 2, 2021 and the portion of the fiscal year ended September 30January 1, 20162022, December 31, 2016 and March 31, 2017in each case, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30July 3, 20162021, there has been no material adverse change in the business, assetsoperations, operations property or financial condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole.

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 June 30November 27, 2016 2004 reported on by PricewaterhouseCoopers LLP and KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30August 27, 2016, December 31, 2016 and March 31, 20172005, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30November 27, 20162004, there has been no material adverse change in the business, assets, financial condition, results of operations or condition (financial or otherwise) prospects of the Company and its Subsidiaries, the Subsidiaries taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of incomeoperations, stockholders shareholders’ equity and cash flows (i) as of and for the fiscal year ended June 30December 31, 2016 reported on 2005, audited by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, auditors and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December 31, 2016 and March 31, 20172006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30December 31, 20162005, there has been no material adverse change in the business, assets, operations or financial condition (financial or otherwise) of the Company Borrower and its the Subsidiaries, taken as a whole.

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 June 30January 31, 2016 2009 and January 31, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December July 31, 2016 and March 31, 20172010, certified by its chief financial officerChief Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the 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. (b) Since June 30January 31, 20162010, there has been no material adverse change in the business, assets, operations or condition (condition, financial or otherwise) , of the Company Holdings and its Subsidiaries, taken as a whole.

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 June September 30, 2016 2014, audited and reported on by PricewaterhouseCoopers 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 September March 31 and June 30, 2016, December 31, 2016 and March 31, 20172015, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries 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. (b) Since June September 30, 20162014, there has been no material adverse change in the business, assets, operations operations, prospects or condition (financial or otherwise) of the Company and its the Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended June 30July 2, 2016 2011, reported on by PricewaterhouseCoopers Deloitte & Touche, LLP, independent public accountants, and (ii) as of and for the fiscal quarter Fiscal Quarter and the portion of the fiscal year Fiscal Year ended September 30, 2016, December 31, 2016 and March 31, 20172012, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30July 2, 20162011, there has been no material adverse change in the business, assetsoperations, operations property or financial condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company CFC has heretofore furnished to the Lenders its consolidated and consolidating balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year years ended June 30December 31, 2016 2004 and December 31, 2005, in the case of such consolidated statements, reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December 31, 2016 and March 31, 20172006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Company CFC 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. (b) Since June 30December 31, 20162005, there has been no material adverse change in the business, assets, operations or condition (condition, financial or otherwise) , of the Company CFC and its Subsidiaries, taken as a whole.

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 June 30December 31, 2016 1997, reported on by PricewaterhouseCoopers PricewaterhouseCoopers, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September June 30, 2016, December 31, 2016 and March 31, 20171998, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.. ----------- (b) Since June 30December 31, 20161997, there has been no material adverse change in the business, assets, operations operations, prospects or condition (condition, financial or otherwise) , of the Company Borrower and its Subsidiaries, taken as a whole.

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 June 30December 31, 2016 2017 reported on by PricewaterhouseCoopers Deloitte & 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, 2018, June 30, 2018 and September 30, 2016, December 31, 2016 and March 31, 20172018, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in 39 accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. . (b) Since June 30b)Since December 31, 20162017, there has been no material adverse change in the business, assets, operations or financial condition (financial or otherwise) of the Company Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company Obligor has heretofore furnished to the Lenders Secured Party its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended June September 30, 2016 1999, as reported on by PricewaterhouseCoopers LLPDeloitte & Touche, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December 31, 2016 and March 31, 20172000, certified by one of its chief financial officerFinancial Officers. Such Those financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Obligor and its consolidated Subsidiaries as of such those dates and for such those 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. (b) Since June 30March 31, 20162000, there has been no material adverse change in the business, assets, operations operations, prospects or condition (condition, financial or otherwise) , of the Company Obligor and its Subsidiaries, taken as a whole.

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 June 30, 2016 2007 and June 30, 2008, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December 31, 2016 and March 31, 20172009, certified by its chief financial officerPresident, 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. (b) Since June 30, 20162008, there has been no material adverse change in the business, assets, operations properties, operations, or financial condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended June 30October 31, 2016 2017, reported on by PricewaterhouseCoopers RSM US LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December July 31, 2016 and March 31, 20172018, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30October 31, 20162017, there has been no material adverse change in the business, assets, operations operations, prospects or condition (condition, financial or otherwise) , of the Company and its Subsidiaries, taken as Subsidiaries which would reasonably be expected to have a wholeMaterial Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders Administrative Agent (for itself and the Lenders) its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended June November 30, 2016 2018, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30February 28, 2016, December 31, 2016 and March 31, 20172019, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) . Since June November 30, 20162018, there has been no material adverse change in the business, assets, operations or financial condition (financial or otherwise) of the Company Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company Holdings has heretofore furnished to the Lenders (i) its consolidated balance sheet sheets and statements of incomeoperations, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year ended June 30January 29, 2016 2011, reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, accountants and (ii) its consolidated balance sheets and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year 39 weeks ended September 30October 29, 2016, December 31, 2016 and March 31, 20172011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Holdings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-normal year end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30January 29, 20162011, there has been no material adverse change in the business, assets, operations or condition (financial or otherwise) of the Company Holdings and its Subsidiaries, taken as a whole.

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 June 30December 31, 2016 2017 reported on by PricewaterhouseCoopers Deloitte & 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, 2018, June 30, 2018 and September 30, 2016, December 31, 2016 and March 31, 20172018, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company 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. (b) Since June 30December 31, 20162017, there has been no material adverse change in the business, assets, operations or financial condition (financial or otherwise) of the Company Borrower and its Subsidiaries, taken as a whole.

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 June 30October 28, 2016 2012 reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30July 28, 2016, December 31, 2016 and March 31, 20172013, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30October 28, 20162012, there has been no material adverse change in the business, assets, operations or condition (condition, financial or otherwise) , of the Company and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended June 30December 31, 2016 2010, reported on by PricewaterhouseCoopers BDO Xxxxxxx, 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 September 30, 2016, December 31, 2016 and March 31, 20172011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30December 31, 20162010, there has been no material adverse change in the business, assets, operations operations, prospects or condition (condition, financial or otherwise) , of the Company and its Subsidiaries, taken as a whole.

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 equity and cash flows (i) as of the end of and for the fiscal year ended June April 30, 2016 2011, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of the end of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December July 31, 2016 and March 31, 20172011, certified by its chief financial officera Financial Officer of the Company. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject subject, in the case of such quarterly financial statements, to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) abovefootnotes. (b) Since June 30July 31, 20162011, through the date of this Agreement, there has been no material adverse change in the business, assets, operations or liabilities, condition (financial or otherwise) or material agreements of the Company and its Subsidiaries, taken as a whole.

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 June 30, 2016 2010, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December 31, 2016 and March 31, 20172010, certified by its chief financial officerPresident, 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. (b) Since June 30, 20162010, there has been no material adverse change in the business, assets, operations properties, operations, or financial condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole.

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 June 30March 31, 2016 2012, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter quarters and the portion of the fiscal year ended September June 30, 20162012 and September 29, December 31, 2016 and March 31, 20172012, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30March 31, 20162012, there has been no material adverse change in the business, assetsoperations, operations property or financial condition (financial or otherwise) of the Company MK Holdings and its Subsidiaries, taken as a whole.

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 June 30December 31, 2016 2001, December 31, 2002 and December 31, 2003, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December 31, 2016 and March 31, 20172004, certified on behalf of the Company by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June September 30, 20162004, other than as described in the Company’s filing with the SEC on Form 8-K dated October 21, 2004, there has been no material adverse change in the business, assets, operations operations, prospects or condition (condition, financial or otherwise) , of the Company and its the Subsidiaries, taken as a whole.

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 June 30September 28, 2016 2013 reported on by PricewaterhouseCoopers KMPG LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30December 28, 20162013, December 31March 29, 2016 2014 and March 31June 28, 20172014, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30September 28, 20162013, there has been no material adverse change in the business, assets, operations or condition (condition, financial or otherwise) , of the Company and its Subsidiaries, taken as a whole.

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 June 30March 31, 2016 2007 reported on by PricewaterhouseCoopers BDO Xxxxxxx, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December 31, 2016 and March 31, 20172007, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30March 31, 20162007, there has been no material adverse change in the business, assets, operations or condition (condition, financial or otherwise) , of the Company and its Subsidiaries, taken as a whole.

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 June 30, 2016 and June 30, 2015, reported on by PricewaterhouseCoopers 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 September 30, 2016, December 31, 2016 and March 31, 20172016, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30, 2016, there has been no material adverse change in the business, assets, operations or condition (financial or otherwise) condition, of the Company Borrower and its Subsidiaries, taken as a whole.

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 June 30December 31, 2016 2013 reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December 31, 2016 and March 31, 20172014 and June 30, 2014, in each case, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30December 31, 20162013, there has been no material adverse change in the business, assets, operations or financial condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (ai) The Company has heretofore furnished to the Lenders Purchasers its consolidated balance sheet and statements of income, stockholders equity and cash flows (iA) as of and for the fiscal year ended June 30December 31, 2016 2015 reported on by PricewaterhouseCoopers LLP, independent public accountants, and (iiB) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2016, June 30, 2016 and September 30, 2016, December 31, 2016 and March 31, 2017in each case, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the consolidated 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 (iiB) above. (bii) Since June 30December 31, 20162015, there has been no material adverse change in the business, assets, operations or financial condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole.

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 June 30December 31, 2016 2015, reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September June 30, 2016, December 31, 2016 and March 31, 2017, certified by its chief financial officerofficer in accordance with the requirements of the Securities 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 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. (b) Since June 30December 31, 20162015, there has been no material adverse change in the business, assets, operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole.

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 June 30December 31, 2016 1998, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30March 26, 2016, December 31, 2016 and March 31, 20171999, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30December 31, 20161998, there has been no material adverse change in the business, assets, operations operations, prospects or condition (condition, financial or otherwise) , of the Company Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended June 3029, 2016 2019, reported on by PricewaterhouseCoopers Deloitte & Touche, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year Fiscal Quarters ended September 29, 2018, December 29, 2018 and March 30, 20162019, December 31, 2016 and March 31, 2017in each case, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 3029, 20162019, there has been no material adverse change in the business, assetsoperations, operations property or financial condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company ----------------------------------------------- Borrower has heretofore furnished to the Lenders Bank its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended June 30December 31, 2016 2002, reported on by PricewaterhouseCoopers PriceWaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter Fiscal Quarter and the portion of the fiscal year Fiscal Year ended September 30, 2016, December 31, 2016 and March 31, 20172003, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30December 31, 20162002, there has been no material adverse change in the business, assets, operations operations, prospects or condition (condition, financial or otherwise) , of the Company Borrower and its Subsidiaries, taken as a whole.

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 June 30August 28, 2016 2021 reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30May 28, 2016, December 31, 2016 and March 31, 2017, 2022 certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveof the immediately preceding sentence. (b) [reserved]. (c) Since June 30August 28, 20162021, there has been no material adverse change in the business, assets, operations or condition (condition, financial or otherwise) , of the Company and its Subsidiaries, taken as a whole.. 88

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 June 30December 31, 2016 2009, December 31, 2010 and December 31, 2011, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December 31, 2016 and March 31, 20172012, certified on behalf of the Company by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30December 31, 20162011, there has been no material adverse change in the business, assets, operations or financial condition (financial or otherwise) of the Company and its the Subsidiaries, taken as a whole.

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 June 30, 2016 2017 and June 30, 2018, reported on by PricewaterhouseCoopers 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 September 30, 2016, December 31, 2016 and March 31, 20172018, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30, 20162018, there has been no material adverse change in the business, assets, operations or condition (financial or otherwise) condition, of the Company Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of incomeconsolidated operations and retained earnings, stockholders consolidated shareholders' equity and consolidated cash flows (i) as of and for the fiscal year ended June 30February 26, 2016 2000, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30December 2, 2016, December 31, 2016 and March 31, 20172000, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated 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 in the case of the statements referred to in clause (ii) above. (b) Since June 30February 26, 20162000, there has been no material adverse change in the business, assets, operations or condition (condition, financial or otherwise) , of the Company and its the Subsidiaries, taken as a whole, except as disclosed in the Exchange Act Filings, in the Information Memorandum or in any Schedules or Exhibits to this Agreement as of the Effective Date.

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 June 30August 28, 2016 2021 reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30May 28, 2016, December 31, 2016 and March 31, 2017, 2022 certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveof the immediately preceding sentence. (b) [reserved]. (c) Since June 30August 28, 20162021, there has been no material adverse change in the business, assets, operations or condition (condition, financial or otherwise) , of the Company and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company Holdings has heretofore furnished to the Lenders (i) its consolidated balance sheet sheets and statements of incomeoperations, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year ended June 30February 1, 2016 2014, reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, accountants and (ii) its consolidated balance sheets and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year 39 weeks ended September 30May 3, 2016, December 31, 2016 and March 31, 20172014, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Holdings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-normal year end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30February 1, 20162014, there has been no material adverse change in the business, assets, operations or condition (financial or otherwise) of the Company Holdings and its Subsidiaries, taken as a whole.

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 June November 30, 2016 2013 reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30each of March 1, 2016, December 2014 and May 31, 2016 and March 312014, 2017, in each case certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June November 30, 20162013, there has been no material adverse change in the business, assets, financial condition, results of operations or condition (financial or otherwise) prospects of the Company and its Subsidiaries, the Subsidiaries taken as a whole.

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 June 30December 31, 2016 2009 reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September June 30, 2016, December 31, 2016 and March 31, 20172010, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30December 31, 20162009, there has been no material adverse change in the business, assets, operations or financial condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole.

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 June 30December 31, 2016 2014, reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December 31, 2016 and March 31, 20172015, certified by its chief financial officerofficer in accordance with the requirements of the Securities 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. (b) Since June 30As of the Effective Date, 2016since December 31, 2014, there has been no material adverse change in the business, assets, operations or condition (financial or otherwise) of the Company Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended June 30December 31, 2016 2008, reported on by PricewaterhouseCoopers BDO Sxxxxxx, LLP, independent public accountants, and (ii) as of and for the fiscal quarter Fiscal Quarter and the portion of the fiscal Fiscal year ended September 30, 2016, December 31, 2016 and March 31, 20172009, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end year‑end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30December 31, 20162008, there has been no material adverse change in the business, assets, operations operations, prospects or condition (condition, financial or otherwise) , of the Company and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company Holdings has heretofore furnished to the Lenders (i) its consolidated balance sheet sheets and statements of incomeoperations, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal year Fiscal Year ended June 30January 28, 2016 2017, reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, accountants and (ii) its consolidated balance sheets and statements of operations and cash flows as of and for the fiscal quarter and the portion of the fiscal year Fiscal Quarter ended September 30, 2016, December 31, 2016 and March 31April 29, 2017, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Holdings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-normal year end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30January 28, 20162017, there has been no material adverse change in the business, assets, operations or condition (financial or otherwise) of the Company Holdings and its Subsidiaries, taken as a whole.

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 June September 30, 2016 2015, audited and reported on by PricewaterhouseCoopers Ernst & Young LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarter quarters and the portion portions of the fiscal year ended September December 31, 2015 and March 31 and June 30, 2016, December 31, 2016 and March 31, 2017, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June September 30, 20162015, there has been no material adverse change in the business, assets, operations operations, prospects or condition (financial or otherwise) of the Company and its the Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company U.S. 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 June 30May 28, 2016 2016, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30May 28, 2016, December 31, 2016 and March 31, 2017, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company U.S. 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. (b) Since June 30May 28, 2016, 2016 there has been no material adverse change in the business, assets, operations operations, prospects or condition (condition, financial or otherwise) , of the Company U.S. Borrower and its Subsidiaries, taken as a whole.

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 June 30March 31, 2016 2014 reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, September 30, 2016, 2014 and December 31, 2016 and March 312014, 2017, in each case certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30March 31, 20162014, there has been no material adverse change in the business, assets, operations or condition (financial or otherwise) of the Company Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated Participating Banks the balance sheet and statements of income, stockholders equity and cash flows of the Company and its Restricted Subsidiaries on a consolidated basis (i) as of and for the fiscal year ended June 30March 31, 2016 1997 reported on by PricewaterhouseCoopers LLPArxxxx Xnxxxxxx XLP, independent public accountants, and (ii) as ii)as of and for the fiscal quarter and the portion of the fiscal year ended September June 30, 2016, December 31, 2016 and March 31, 20171997, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Company and its consolidated Restricted Subsidiaries on a consol idated basis as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) ), above. (b) Since June 30, 20161997, there has been no material adverse change in the business, assets, operations operations, prospects or condition (condition, financial or otherwise) , of the Company and its Restricted Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended June 30July 2, 2016 2016, reported on by PricewaterhouseCoopers Deloitte & Touche, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year Fiscal Quarters ended September 30October 1, 2016, December 31, 2016 and March 31April 1, 2017, in each case, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30July 2, 2016, there has been no material adverse change in the business, assetsoperations, operations property or financial condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole.

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 equity and cash flows (i) as of the end of and for the fiscal year ended June April 30, 2016 2015, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of the end of and for the fiscal quarter and the portion of the fiscal year ended September 30January 31, 2016, December 31, 2016 and March 31, 2017, certified by its chief financial officera Financial Officer of the Company. Such financial statements present fairly, in all material respects, the consolidated 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 subject, in the case of such quarterly financial statements, to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) abovefootnotes. (b) Since June 30January 31, 2016, through the date of this Agreement, there has been no material adverse change in the business, assets, operations consolidated financial condition or condition (financial or otherwise) results of the operation of Company and its Subsidiaries, taken as a whole; provided that any information disclosed in the Disclosure Documents shall be deemed not to constitute any such material adverse change.

Financial Condition; No Material Adverse Change. (a) The Company 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 ended June 30December 31, 2016 1995, reported on by PricewaterhouseCoopers LLPCoopers & Lybrand L.L.P., independent public accountants, and (ii) as of and for the xxx xxx fiscal quarter and the portion of the fiscal year ended September June 30, 2016, December 31, 2016 and March 31, 20171996, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30Except as may otherwise be disclosed in the Spin-Off Information, 2016since December 31, 1995, there has been no material adverse change in the business, assets, operations operations, prospects or condition (financial or otherwise) condition, of the Company and its Subsidiaries, taken as a whole.

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 June 30December 31, 2016 2000, December 31, 2001 and December 31, 2002, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December 31, 2016 and March 31, 20172003, certified on behalf of the Company by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30March 31, 20162003, there has been no material adverse change in the business, assets, operations operations, prospects or condition (condition, financial or otherwise) , of the Company and its the Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders each Lender Party its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended June 30December 31, 2016 1999, as reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September June 30, 2016, December 31, 2016 and March 31, 20172000, certified by one of its chief financial officerFinancial Officers. Such Those 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 those dates and for such those 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. (b) Since June 30December 31, 20161999, there has been no material adverse change in the business, assetsProperties, operations operations, prospects or condition (condition, financial or otherwise) , of the Company and its Subsidiaries, taken as a whole, or of the Seller or the Station.

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 June 30December 31, 2016 2005, reported on by PricewaterhouseCoopers PriceWaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September June 30, 2016, December 31, 2016 and March 31, 20172006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30December 31, 20162005, there has been no material adverse change in the business, assets, operations operations, prospects or condition (condition, financial or otherwise) , of the Company Borrower and its Subsidiaries, taken as a whole.

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 June 30December 31, 2016 2004, December 31, 2005 and December 31, 2006, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December 31, 2016 and March 31, 20172007, certified on behalf of the Company by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30December 31, 20162006, there has been no material adverse change in the business, assets, operations operations, prospects or condition (condition, financial or otherwise) , of the Company and its the Subsidiaries, taken as a whole.

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 June 30October 31, 2016 2014, reported on by PricewaterhouseCoopers LLPMSPC Certified Public Accountants and Advisors, P.C., independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December July 31, 2016 and March 31, 20172015, certified by its chief financial officerFinancial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end normal year‑end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30Other than the disclosure made in writing by the Company to the Administrative Agent on or prior to the date hereof, 2016no event, there has been no material adverse change in the business, assets, operations or condition (financial has occurred that has had, or otherwise) of the Company and its Subsidiarieswould reasonably be expected to have, taken as a wholeMaterial Adverse Effect since October 31, 2014.

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 June 30October 1, 2016 2011 reported on by PricewaterhouseCoopers KMPG LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December 31, 2016 and 2011, March 31, 20172012 and June 30, 2012, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30October 1, 20162011, there has been no material adverse change in the business, assets, operations or condition (condition, financial or otherwise) , of the Company and its Subsidiaries, taken as a whole.

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 June 30April 3, 2016 2004, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30July 3, 2016, December 31, 2016 and March 31, 20172004, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30April 3, 20162004, there has been no material adverse change in the business, assetsoperations, operations property or condition (financial or otherwise) of the Company Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company U.S. 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 June 30May 31, 2016 2008, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30February 28, 2016, December 31, 2016 and March 31, 20172009, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company U.S. 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. (b) Since June 302, 20162007, there has been no material adverse change in the business, assets, operations operations, prospects or condition (condition, financial or otherwise) , of the Company U.S. Borrower and its Subsidiaries, taken as a whole.

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 June September 30, 2016 2014, audited and reported on by PricewaterhouseCoopers 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 September March 31 and June 30, 2016, December 31, 2016 and March 31, 20172015, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June September 30, 20162014, there has been no material adverse change in the business, assets, operations operations, prospects or condition (financial or otherwise) of the Company and its the Subsidiaries, taken as a whole.

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 June 30July 2, 2016 2011 reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30October 1, 2016, December 31, 2016 and March 31, 20172011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30July 2, 20162011, there has been no material adverse change in the business, assets, operations or operations, condition (financial or otherwise) or prospects of the Company Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company has Borrowers have 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 June 30December 31, 2016 2006, reported on by PricewaterhouseCoopers LLP, LLP independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September June 30, 2016, December 31, 2016 and March 31, 20172007, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrowers and its their 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.. A/72096682.7 (b) Since June 30December 31, 20162006, there has been no material adverse change in the business, assets, operations operations, prospects or condition (condition, financial or otherwise) , of the Company Borrowers and its their Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year Fiscal Year ended June 3029, 2016 2019, reported on by PricewaterhouseCoopers Deloitte & Touche, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year Fiscal Quarters ended September 29, 2018, December 29, 2018 and March 30, 20162019, December 31in each case, 2016 and March 31, 2017, #92412282v18 certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (ba) Since June 3029, 20162019, there has been no material adverse change in the business, assetsoperations, operations property or financial condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole.

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 June 30December 31, 2016 reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December 31, 2016 and March 31, 2017 and June 30, 2017, in each case, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30December 31, 2016, there has been no material adverse change in the business, assets, operations or financial condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and the related statements of incomeconsolidated results of operations, stockholders shareholders' equity and cash flows (i) as of and for the fiscal year ended June 30, 2016 2001, reported on by PricewaterhouseCoopers Arthur Andersen LLP, independent public accountants, and (ii) as of and for xx xf xxx xxx the fiscal quarter and the portion of the fiscal year ended September March 30, 2016, December 31, 2016 and March 31, 20172002, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30, 20162001, there has been no material adverse change in the business, assets, operations operations, prospects or condition (condition, financial or otherwise) , of the Company Borrower and its the Subsidiaries, taken as a whole.

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 June 30October 29, 2016 2017 reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30January 28, 20162018 and April 29, December 312018, 2016 and March 31, 2017, in each case certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30October 29, 20162017, there has been no material adverse change in the business, assets, operations or condition (condition, financial or otherwise) , of the Company and its Subsidiaries, taken as a whole.

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 June September 30, 2016 2013, audited and reported on by PricewaterhouseCoopers 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 September March 31 and June 30, 2016, December 31, 2016 and March 31, 20172014, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June September 30, 20162013, there has been no material adverse change in the business, assets, operations operations, prospects or condition (financial or otherwise) of the Company and its the Subsidiaries, taken as a whole.

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 stockholders’ equity and cash flows (i) as of and for the fiscal year ended June 30December 31, 2016 2004, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of income and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December 31, 2016 and March 31, 20172005, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June 30December 31, 20162004, there has been no material adverse change in the business, assets, operations operations, prospects or condition (condition, financial or otherwise) , of the Company Borrower and its Subsidiaries, taken as a whole.

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 June 30, 2016 2012, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December 31, 2016 and March 31, 20172012, certified by its chief financial officerPresident, 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. (b) Since June 30, 20162012, there has been no material adverse change in the business, assets, operations properties, operations, or financial condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole.

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 June September 30, 2016 2001, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2016, December 31, 2016 and March 31, 20172002, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Since June September 30, 20162001, there has been no material adverse change in the business, assets, operations or condition (condition, financial or otherwise) , of the Company and its Subsidiaries, taken as a whole.