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

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet and statements of earnings, shareholders’ equity and cash flows of the Borrower, (i) as of and for the fiscal years ended December 31, 2016 and 2015, each reported on by Deloitte & Touche LLP, an independent registered public accounting firm and (ii) as of and for the fiscal quarter ended March 31, 2017. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP. (b) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since December 31, 2016.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of the Borrower, (i) as of and for the fiscal years year ended December 31, 2016 and 20152007, each reported on by Deloitte & Touche LLP, an independent registered public accounting firm accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20172008, 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 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) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since Since December 31, 20162007, there has been no Material Adverse Change.

Financial Condition; No Material Adverse Change. (ai) The Borrower has heretofore furnished to the Lenders or filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of the Borrower, (i) as of and for the fiscal years year ended December 31June 28, 2016 and 2015, each 2015 reported on by Deloitte Ernst & Touche Young LLP, an independent registered public accounting firm accountants and (ii) as of and for the fiscal quarter ended March 31, 2017. Such such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP. (b) No eventSince June 28, 2015, there has been no material adverse change in the business, assets, operations or condition has occurred that has had(financial or otherwise) of the Borrower and its Subsidiaries, or would reasonably be expected to have, taken as a Material Adverse Effect, since December 31, 2016whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of the Borrower, (i) as of and for the fiscal years ended December 31, 2016 and 2015, each reported on by Deloitte & Touche LLP, an independent registered public accounting firm and (ii) as of and for the fiscal quarter year ended March 31, 20172018, reported on by Ernst & Young LLP, independent public accountants. Such All such financial statements are prepared in accordance with GAAP applied on a consistent basis throughout the periods specified and present fairly, in all material respects, fairly the financial position of the Borrower and its Subsidiaries as of such dates and the results of the operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods periods, in accordance with GAAPall material respects. (b) No Since March 31, 2018, there has been no event, change development or condition circumstance that, individually or in the aggregate, has occurred that has had, had or would could reasonably be expected to have, have a Material Adverse Effect, since December 31, 2016.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and consolidated statements of earningsincome, shareholders’ comprehensive income, stockholders equity and cash flows of the Borrower, (i) as of and for the fiscal years year ended December 31, 2016 and 2015, each reported on by Deloitte & Touche PricewaterhouseCoopers LLP, an independent registered public accounting firm firm, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20172016. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries subsidiaries as of such dates and for such periods on a consolidated basis 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) No eventAs of the Effective Date, change or condition there has occurred that has had, or would reasonably be expected to have, a been no Material Adverse Effect, Change since December 31, 20162015.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of the Borrower, (i) as of and for the fiscal years year ended December 31, 2016 and 20152017, each reported on by Deloitte & Touche LLPand Touche, an independent registered public accounting firm accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 20172018, certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or would could reasonably be expected to have, a Material Adverse Effect, since December 31, 20162017.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the Administrative Agent its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of the Borrower, (i) as of and for the fiscal years ended December 31, 2016 2013, December 31, 2014, December 31, 2015 and 2015December 31, each 2016, reported on by Deloitte Ernst & Touche Young LLP, an independent registered public accounting firm and (ii) accountants. Other than as of and for the fiscal quarter ended March 31set forth on Schedule 3.4, 2017. Such such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Restricted Subsidiaries as of such dates and for such periods in accordance with GAAP. (b) No Since December 31, 2015, no event, change development or condition circumstance exists or has occurred that has had, had or would reasonably be expected to havehave a material adverse effect on the business, property, financial condition or results of operations of the Borrower and its Restricted Subsidiaries, taken as a Material Adverse Effect, since December 31, 2016whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and consolidated statements of earningsincome, shareholders’ comprehensive income, stockholders equity and cash flows of the Borrower, (i) as of and for the fiscal years year ended December 31, 2016 and 20152016, each reported on by Deloitte & Touche PricewaterhouseCoopers LLP, an independent registered public accounting firm firm, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2017. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries subsidiaries as of such dates and for such periods on a consolidated basis 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) No eventAs of the Effective Date, change or condition there has occurred that has had, or would reasonably be expected to have, a been no Material Adverse Effect, Change since December 31, 2016.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of the Borrower, (i) as of and for the fiscal years year ended December 31, 2016 and 20152004, each reported on by Deloitte & Touche LLP, an independent registered public accounting firm and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 20172005, certified by the Parent’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 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. (b) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since Since December 31, 20162004, there has been no material adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has Borrowers have heretofore furnished to the Lenders the Holdings’ consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of the Borrower, (i) as of and for the fiscal years year ended December 31, 2016 and 20152004, each reported on by Deloitte & Touche LLPPricewaterhouseCoopers, an independent registered public accounting firm accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 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 Borrower 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. (b) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since December 31, 20162004.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of the Borrower, (i) as of and for the fiscal years year ended December 31, 2016 and 20152022, each reported on by Deloitte & Touche LLP, an independent registered public accounting firm accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20172023, certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or would could reasonably be expected to have, a Material Adverse Effect, since December 31, 20162022.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earnings, shareholders’ equity income and cash flows of the Borrower, (i) as of and for the fiscal years year ended December 31, 2016 and 20152014, each as reported on by Deloitte Ernst & Touche Young LLP, an independent registered public accounting firm accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20172015, certified by the chief financial officer of the General Partner. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventAs of the Effective Date, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since between December 31, 20162014 and the Effective Date, no Material Adverse Change has occurred.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ equity retained earnings and cash flows of the Borrower, (i) as of and for the fiscal years year ended December 31, 2016 and 20152017, each reported on audited by Deloitte & Touche LLP, an independent registered public accounting firm accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 20172018, certified 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 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) No Since September 30, 2018, no event, change development or condition circumstance has occurred that which has had, or would reasonably be expected to have, a Material Adverse Effect, since December 31, 2016.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Term Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of the Borrower, (i) as of and for the fiscal years year ended December 31January 28, 2016 and 20152006, each reported on by Deloitte & Touche LLPTouche, an independent registered public accounting firm accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31October 28, 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 Borrower 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. (b) No event, change or condition has occurred that has had, or would could reasonably be expected to have, a Material Adverse Effect, since December 31January 28, 20162006.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the or publicly filed its consolidated balance sheet and statements of earnings, shareholders’ equity and cash flows as of the Borrower, (i) as end of and for the fiscal years year ended December 31, 2016 and 2015consolidated statements of income, stockholders’ equity and cash flows for the fiscal year ended December 31, 2016, in each case reported on by Deloitte Ernst & Touche Young LLP, an independent registered public accounting firm and (ii) as of and accountants for the fiscal quarter ended March 31, 2017Borrower. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied. (b) No As of the Closing Date, no event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, Effect since December 31, 2016.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of the Borrower, (i) as of and for the fiscal years year ended December 31, 2016 and 20152006, each reported on by Deloitte & Touche LLP, an independent registered public accounting firm accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 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 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) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since Since December 31, 20162006, there has been no Material Adverse Change.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earnings, shareholders’ equity income and cash flows of the Borrower, (i) as of and for the fiscal years year ended December 31, 2016 and 20152016, each as reported on by Deloitte Ernst & Touche Young LLP, an independent registered public accounting firm accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 2017, certified by the chief financial officer of the General Partner. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventAs of the Effective Date, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since between December 31, 20162016 and the Effective Date, no Material Adverse Change has occurred.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the consolidated and consolidating balance sheet sheets of the Borrower and its consolidated Subsidiaries and the related statements of earningsincome, shareholders’ stockholders equity and cash flows of the Borrower, (i) as of and for the fiscal years ended December 31, 2016 1999, December 31, 2000 and 2015December 31, each 2001, such consolidated financial statements being reported on by Deloitte & Touche Pricewaterhouse Coopers, LLP, an independent registered public accounting firm and (ii) as of and for the fiscal quarter ended March 31, 2017accountants. Such financial statements present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP. (b) No eventSince December 31, 2001, there has been no change or condition has occurred that has had, or would could reasonably be expected to have, have a Material Adverse Effect, since December 31, 2016.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of the Borrower, (i) as of and for the fiscal years ended December 31, 2016 2023, December 31, 2022, and 2015December 31, each 2021, reported on by Deloitte Xxxxx & Touche Xxxxx LLP, an independent registered public accounting firm and (ii) accountants. Other than as of and for set forth on Schedule 3.4 to the fiscal quarter ended March 31Disclosure Letter, 2017. Such such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Restricted Subsidiaries as of such dates and for such periods in accordance with GAAP. (ba) No Since December 31, 2023, no event, change development or condition circumstance exists or has occurred that has had, had or would reasonably be expected to havehave a material adverse effect on the business, property, financial condition or results of operations of the Borrower and its Restricted Subsidiaries, taken as a Material Adverse Effect, since December 31, 2016whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of the Borrower, (i) as of and for the fiscal years year ended December October 31, 2016 and 2015, each 2007 reported on by Deloitte Ernst & Touche Young LLP, an independent registered public accounting firm accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March January 31, 20172008, 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 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) No Since October 31, 2007, there has been no event, change development or condition has occurred circumstance that has had, or would could reasonably be expected to have, a Material Adverse Effect, since December 31, 2016.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of the Borrower, (i) as of and for the fiscal years year ended December March 31, 2016 and 20152023, each reported on by Deloitte Xxxxxx & Touche LLPXxxxx, an PLLC, independent registered public accounting firm accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March December 31, 20172023, certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or would could reasonably be expected to have, a Material Adverse Effect, since December March 31, 20162023.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the or publicly filed its consolidated balance sheet as of the end of the fiscal year ended December 31, 2021 and consolidated statements of earningsincome, shareholdersstockholders’ equity and cash flows of the Borrower, (i) as of and for the fiscal years year ended December 31, 2016 and 20152021, in each case reported on by Deloitte Xxxxx & Touche Young LLP, an independent registered public accounting firm and (ii) as of and accountants for the fiscal quarter ended March 31, 2017Borrower. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied. (b) No As of the Closing Date, no event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, Effect since December 31, 20162021.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the or publicly filed its consolidated balance sheet as of the end of the fiscal year ended December 31, 2022 and consolidated statements of earningsincome, shareholdersstockholders’ equity and cash flows of the Borrower, (i) as of and for the fiscal years year ended December 31, 2016 and 20152022, in each case reported on by Deloitte Xxxxx & Touche Young LLP, an independent registered public accounting firm and (ii) as of and accountants for the fiscal quarter ended March 31, 2017Borrower. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied. (b) No As of the Funding Date, no event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, Effect since December 31, 20162022.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of the Borrower, (i) as of and for the fiscal years Fiscal Year ended December 3125, 2016 and 20152010, each reported on by Deloitte Ernst & Touche Young, LLP, an independent registered public accounting firm accountants, and (ii) as of and for the fiscal quarter Fiscal Quarter and the portion of the Fiscal Year ended March 31September 24, 20172011, certified by its chief financial officer or treasurer. Such financial statements state­ments present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventSince December 25, change or condition 2010, there has occurred that has had, or would reasonably be expected to have, a been no Material Adverse Effect, since December 31, 2016.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet balancesheet and statements of earnings, shareholders’ equity and cash flows of the Borrower, (i) as of and for the forthe fiscal years ended December 31, 2016 and 2015, each reported on by Deloitte & Touche LLP, an independent anindependent registered public accounting firm and (ii) as of and for the fiscal quarter ended March 31, 201731,2017. Such financial statements present fairly, in all material respects, the financial position and results of resultsof operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such forsuch periods in accordance with GAAP. (b) No event, change or condition has occurred that has had, or would reasonably be reasonablybe expected to have, a Material Adverse Effect, since December 31, 2016.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ statement of changes in equity and cash flows of the Borrower, (i) as of and for the fiscal years year ended December 31, 2016 and 20152018, each reported on audited by Deloitte & Touche KPMG LLP, an independent registered public accounting firm accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20172019, certified 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 Borrower and its consolidated Subsidiaries as of such dates and for such periods in material 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) No eventSince December 31, change 2018, no event or condition has occurred that which has hadresulted in, or would is reasonably be expected likely to have, a Material Adverse Effect, since December 31, 2016.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earnings, shareholders’ equity income and cash flows of the Borrower, (i) as of and for the fiscal years year ended December 31, 2016 and 20152010, each as reported on by Deloitte Ernst & Touche Young LLP, an independent registered public accounting firm accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20172011, certified by the chief financial officer of the General Partner. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No eventAs of the Effective Date, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since between December 31, 20162010 and the Effective Date, no Material Adverse Change has occurred.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the or publicly filed its consolidated balance sheet as of the end of the fiscal year ended December 31, 2021 and consolidated statements of earningsincome, shareholdersstockholders’ equity and cash flows of the Borrower, (i) as of and for the fiscal years year ended December 31, 2016 and 20152021, in each case reported on by Deloitte Xxxxx & Touche Xxxxx LLP, an independent registered public accounting firm and (ii) as of and accountants for the fiscal quarter ended March 31, 2017Borrower. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied. (b) No As of the Closing Date, no event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, Effect since December 31, 20162021.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earnings, shareholders’ equity income and cash flows of the Borrower, (i) as of and for the fiscal years year ended December 31, 2016 and 20152006, each as reported on by Deloitte Ernst & Touche Young LLP, an independent registered public accounting firm accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31June 30, 20172007, certified by the chief financial officer of the General Partner. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since Between December 31, 20162006 and the date of this Agreement, no Material Adverse Change has occurred.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of the Borrower, (i) as of and for the fiscal years year ended December 31, 2016 and 20152019, each reported on by Deloitte & Touche PricewaterhouseCoopers LLP, an independent registered public accounting firm accountants, as filed by the Borrower with the Securities and (ii) Exchange Commission under the Securities Exchange Act of 1934, as of and for the fiscal quarter ended March 31, 2017amended. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP. (b) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since Since December 31, 20162019, there has been no material adverse change in the business, assets, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet balancesheet and statements of earnings, shareholders’ equity and cash flows of the Borrower, (i) as of and for the forthe fiscal years ended December 31, 2016 and 2015, each reported on by Deloitte & Touche LLP, an independent anindependent registered public accounting firm and (ii) as of and for the fiscal quarter ended March 31, 201731,2017. Such financial statements present fairly, in all material respects, the financial position and results of resultsof operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such forsuch periods in accordance with GAAP. (b) No event, change or condition has occurred that has had, or would reasonably be reasonablybe expected to have, a Material Adverse Effect, since December 31, 2016.2016.-72-

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Bridge Lenders the its consolidated balance sheet and statements of earningsincome, shareholders’ stockholders equity and cash flows of the Borrower, (i) as of and for the fiscal years year ended December 31, 2016 and 20152008, each reported on by Deloitte & Touche LLP, an independent registered public accounting firm accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31September 30, 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 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) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since Since December 31, 20162008, there has been no Material Adverse Change.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the or publicly filed its consolidated balance sheet as of the end of the fiscal year ended December 31, 2019 and consolidated statements of earningsincome, shareholdersstockholders’ equity and cash flows of the Borrower, (i) as of and for the fiscal years year ended December 31, 2016 and 20152019, in each case reported on by Deloitte Ernst & Touche Young LLP, an independent registered public accounting firm and (ii) as of and accountants for the fiscal quarter ended March 31, 2017Borrower. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied. (b) No As of the Closing Date, no event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, Effect since December 31, 20162019.