Common use of 1Financial Statements Clause in Contracts

1Financial Statements. Furnish to the Administrative Agent, with sufficient copies for distribution to each Lender: (a) within 150 days after the end of each fiscal year of Borrower, a copy of (i) the audited consolidated balance sheet of Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception (other than in connection with the pending maturity of any Indebtedness), or qualification arising out of the scope of the audit, by independent certified public accountants of nationally or regionally recognized standing and reasonably acceptable to the Administrative Agent (it being agreed that CliftonLarsonAllen LLP is acceptable) and (ii) a management’s discussion and analysis; (b) not later than 45 days after the end of each fiscal quarter of each fiscal year of Borrower (commencing with the fiscal quarter ending June 30, 2019), (i) the unaudited consolidated balance sheet of Borrower and its Subsidiaries determined in accordance with GAAP as at the end of such ​ ​ ​ quarter and the related unaudited consolidated statements of (x) income, (y) cash flows, and (z) cash balances for each Group Member, in each case, for such fiscal quarter and the portion of the fiscal year through the end of such fiscal quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments), and (ii) a management’s discussion and analysis; and (c) not later than 30 days after the end of each month (other than a month which is also a quarter end) occurring during each fiscal year of Borrower (commencing with the fiscal month ending July 31, 2019), the unaudited consolidated balance sheet of Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP as at the end of such month and the related unaudited consolidated statements of (i) income, (ii) cash flows, and (iii) cash balances for each Group Member, in each case, for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). ​ All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods. ​

1Financial Statements. Furnish to the Administrative Agent, with sufficient copies for distribution to Agent and each Lender: (a) as soon as available, but in any event within 150 120 days after the end of each fiscal year of the Borrower, a copy of (i) the its audited consolidated balance sheet and related consolidated statements of Borrower net income, comprehensive income, equity and its Subsidiaries determined on a consolidated basis in accordance with GAAP cash flows as at of the end of such year and the related audited consolidated statements of income and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous prior fiscal year, reported on all audited by and accompanied by the opinion of PricewaterhouseCoopers LLP or another independent registered public accounting firm of recognized national standing (without a “going concern” or like qualification qualification, exception or exception emphasis (other than in connection any qualification, exception or emphasis with the pending respect to or resulting from an upcoming scheduled final maturity of any Indebtedness)Indebtedness or associated with a financial covenant) and without any qualification, exception or qualification arising out of emphasis as to the scope of the such audit, by independent certified public accountants of nationally or regionally recognized standing and reasonably acceptable ) to the Administrative Agent (it being agreed effect that CliftonLarsonAllen LLP is acceptable) such financial statements present fairly, in all material respects, the financial position, results of operations and (ii) cash flows of the Borrower and its consolidated Subsidiaries on a management’s discussion consolidated basis as of the end of and analysis;for such year in accordance with GAAP; and (b) as soon as available, but in any event not later than 45 60 days after the end of each fiscal quarter of the first three quarterly periods of each fiscal year of the Borrower (commencing with the fiscal quarter ending June September 30, 20192020), (i) the its unaudited consolidated balance sheet as of Borrower and its Subsidiaries determined in accordance with GAAP as at the end of such ​ ​ ​ quarter and the related unaudited consolidated statements of (x) income, (y) cash flows, and (z) cash balances for each Group Member, in each case, for such fiscal quarter and the portion of the fiscal year through the end of such fiscal quarter, setting forth the related unaudited consolidated statements of net income, comprehensive income and equity for such fiscal quarter and the then elapsed portion of the fiscal year and the related statements of cash flows for the then elapsed portion of the fiscal year, in each case setting forth in comparative form the figures for (or, in the previous case of the balance sheet, as of the end of) the corresponding period or periods of the prior fiscal year, all certified by a Responsible Officer of the Borrower as being fairly stated presenting fairly, in all material respects (respects, the financial position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year in accordance with GAAP, subject to normal year-end audit adjustments), and (ii) a management’s discussion and analysis; and (c) not later than 30 days after the end of each month (other than a month which is also a quarter end) occurring during each fiscal year of Borrower (commencing with the fiscal month ending July 31, 2019), the unaudited consolidated balance sheet of Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP as at the end of such month adjustments and the related unaudited consolidated statements absence of (i) income, (ii) cash flows, and (iii) cash balances for each Group Member, in each case, for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments)certain footnotes. ​ All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP (in the case of quarterly financial statements, subject to normal year-end audit adjustments and the absence of footnotes) applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods. ​Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate-level information, which may contain MNPI. Each Lender represents to the Borrower and the Administrative Agent that (i) it has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures and applicable law, including 58 federal, state and foreign securities laws, and (ii) it has identified in its administrative questionnaire a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including United States (federal or state) and foreign securities laws. The Borrower and each Lender acknowledge that, if information furnished by or on behalf of the Borrower pursuant to or in connection with this Agreement is being distributed by the Administrative Agent through Debt Domain, IntraLinks, SyndTrak or a similar electronic transmission system (the “Platform”), (i) the Administrative Agent may post any information that the Borrower has indicated as containing MNPI solely on that portion of the Platform designated for Private Side Lender Representatives and (ii) if the Borrower has not indicated whether any information furnished by it pursuant to or in connection with this Agreement contains MNPI, the Administrative Agent reserves the right to post such information solely on that portion of the Platform designated for Private Side Lender Representatives. The Administrative Agent shall be entitled to rely on any designation by the Borrower that information is suitable to be made available to Public Side Lender Representatives without liability or responsibility for the independent verification thereof. The Borrower hereby authorizes the Administrative Agent to distribute this Agreement and the Loan Documents to all Lenders, including their Public Side Lender Representatives, and represents and warrants that none of the information contained in the Loan Documents constitutes or contains MNPI. The Borrower acknowledges its understanding that Lenders, including their Public Side Lender Representatives, may be trading in securities of the Borrower or its Affiliates while in possession of the Loan Documents.

1Financial Statements. Furnish to the Administrative Agent, with sufficient copies Agent for distribution delivery to each Lender:Lender (which may be electronically delivered): (ai) within 150 120 days after the end of each fiscal year Fiscal Year of Borrowerthe Parent, commencing with the Fiscal Year ending on or about January 29, 2022, (x) a copy of (i) the audited consolidated balance sheet of Parent, Holdings, the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP as at the end of such year Fiscal Year and the related audited consolidated statements of income income, stockholders’ equity and of cash flows as of the end of and for such yearFiscal Year, setting forth in each case in comparative form the figures as of the end of and for the previous yearFiscal Year, reported on by independently certified public accountants of nationally recognized standing (without a “going concern” or like qualification or exception (other than in connection with the pending maturity of any Indebtedness), or qualification arising out of as to the scope of the such audit, by independent certified public accountants other than any such qualification or exception resulting from (i) an upcoming maturity date of nationally the Senior Debt or regionally recognized standing and reasonably acceptable to of the Administrative Agent (it being agreed that CliftonLarsonAllen LLP is acceptable) Obligations, and (ii) the inability or potential inability to satisfy the availability covenant set forth in Section 7.18 of the ABL Credit Agreement on a management’s discussion future date or in a future period) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and analysisresults of operations of the Parent, Holdings, the Borrower and its Subsidiaries on a Consolidated basis in accordance with GAAP, and (y) to the extent required under SEC reporting requirements, an opinion of such Registered Public Accounting Firm independently assessing Loan Parties’ internal controls over financial reporting in accordance with Item 308 of SEC Regulation S-K, PCAOB Auditing Standard No. 2, and Section 404 of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ expressing a conclusion that contains no statement that there is a material weakness in such internal controls; (bii) not later than 45 60 days after the end of each fiscal quarter of the first three Fiscal Quarters of each fiscal year Fiscal Year of Borrower (commencing with the fiscal quarter ending June 30, 2019), (i) Parent the unaudited consolidated balance sheet of the Parent, Holdings, the Borrower and its Subsidiaries determined in accordance with GAAP as at the end of such ​ ​ ​ quarter Fiscal Quarter and the related unaudited consolidated statements of (x) income, (y) stockholders’ equity and cash flows, and (z) cash balances for each Group Member, in each case, flows for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal year through the end of such fiscal quartercurrent Fiscal Year, setting forth in each case in comparative form (i) the figures as of the end of and for the corresponding period in the previous Fiscal Year, and (ii) the figures for such period set forth in the previous yearprojections delivered pursuant to Section 6.02(d) hereof, in each case, certified by a Responsible Officer as being fairly stated in all material respects (subject only to normal year-end audit adjustmentsadjustments and the lack of notes), and (ii) a management’s discussion and analysis; and; (ciii) not later than 30 days (or in the case of a Fiscal Month that is also a Fiscal Quarter end, 45 days, and in the case of the last Fiscal Month of each Fiscal Year, 60 days) after the end of each month (other than a month which is also a quarter end) occurring during Fiscal Month of each fiscal year Fiscal Year of Borrower (commencing with the fiscal month ending July 31, 2019)Parent, the unaudited consolidated balance sheet of the Parent, Holdings, the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP as at the end of such month Fiscal Month and the related unaudited consolidated statements of (i) income, (ii) income and cash flows, flows as of the end of and (iii) cash balances for each Group Member, in each case, for such month Fiscal Month and the portion of the fiscal year Fiscal Year through the end of such monthFiscal Month, setting forth in each case in comparative form (i) the figures as of the end of and for the corresponding period in the previous Fiscal Year, and (ii) the figures for such period set forth in the previous yearprojections delivered pursuant to Section 6.02(d) hereof, in each case, certified by a Responsible Officer as being fairly stated in all material respects (subject only to normal year-end audit adjustmentsadjustments and the lack of notes). ​ All ; and (iv) all such financial statements shall to be complete and correct in all material respects and shall to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and except, in the case of the financial statements referred to in clauses (b) and (c), for customary year-end adjustments and the absence of footnotes); If the Parent has filed (within the time period required above) a Form 10-Q or 10-K, as applicable, with prior periodsthe SEC for any fiscal quarter or fiscal year described above, then to the extent that such quarterly or annual report on Form 10-Q or 10-K contains any of the foregoing items, the Lenders will accept such Form 10-Q or 10-K in lieu of such items. ​Documents required to be delivered pursuant to this Section 6.01 may be delivered by posting such documents electronically with notice of such posting to the Agent and each Lender and if so posted, such documents shall be deemed to have been delivered on the date on which the Borrower posts such documents or provides a link thereto on the Borrower’s website listed on Schedule 10.02 or another public website (including ▇▇▇▇▇ or any successor system thereto) to which the Borrower may so direct the Agent and the Lenders.

1Financial Statements. Furnish The Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly and quarterly financial statements shall not be required to have footnote disclosures and are subject to normal year end adjustments). The Borrower shall deliver to the Administrative Agent, with sufficient copies for distribution Agent and each Lender by electronic transmission and in detail reasonably satisfactory to each Lenderthe Agent and the Required Lenders: (a) as soon as available, but in any event within 150 ninety (90) days after the end of each fiscal year Fiscal Year of the Borrower, (i) a copy of (i) the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries determined on a consolidated basis in accordance with GAAP as at the end of such year and the related audited consolidated statements of income operations, stockholders’ equity and of cash flows for such year, setting forth in each case in comparative form -16- the figures for the previous year, reported on without a “going concern” or like qualification or exception (other than in connection with the pending maturity of any Indebtedness)exception, or qualification arising out of the scope of the audit, by BDO USA LLP or other independent certified public accountants of nationally or regionally recognized standing and reasonably acceptable to the Administrative Agent (it being agreed that CliftonLarsonAllen LLP is acceptable) and (ii) a management’s discussion and analysis; (b) not later than 45 days after the end copy of each fiscal quarter of each fiscal year of Borrower (commencing with the fiscal quarter ending June 30, 2019), (i) the unaudited consolidated consolidating balance sheet of the Borrower and its consolidated Subsidiaries determined in accordance with GAAP as at the end of such ​ ​ ​ quarter year and the related unaudited consolidated consolidating statements of (x) incomeoperations, (y) stockholders’ equity and cash flows, flows of each of the Borrower and (z) cash balances for each Group Member, in each case, its consolidated Subsidiaries for such fiscal quarter and the portion of the fiscal year through the end of such fiscal quarteryear, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer of the Borrower as being fairly stated in all material respects (subject to normal year-year end audit adjustments), and (ii) a management’s discussion and analysis; and (cb) as soon as available, but in any event not later than 30 sixty (60) days after the end of each month (other than a month which is also a quarter end) occurring during of the first three quarterly periods of each fiscal year Fiscal Year of Borrower (commencing with the fiscal month ending July 31, 2019)Borrower, the unaudited consolidated and consolidating balance sheet of the Borrower and its consolidated Subsidiaries determined on a consolidated basis in accordance with GAAP as at the end of such month quarter and the related unaudited consolidated and consolidating statements of (i) incomeoperations, (ii) stockholders’ equity and cash flows, flows of each of the Borrower and (iii) cash balances for each Group Member, in each case, its consolidated Subsidiaries for such month quarter and the portion of the fiscal year Fiscal Year through the end of such month, setting forth in each case in comparative form the figures for the previous yearquarter, certified by a Responsible Officer of the Borrower as being fairly stated in all material respects (subject to normal year-year end audit adjustments). ​ All ; all such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and for the absence of footnotes on interim financial statements); provided that, the Borrower’s obligation to deliver the financial statements pursuant to Sections 4.1(a) and (b) hereof, shall be deemed satisfied to the extent the Borrower files any such consolidated and consolidating financial statements with prior periods. ​the Securities Exchange Commission (all of which shall be deemed delivered upon the filing thereof).

1Financial Statements. Furnish to the Administrative Agent, with sufficient copies for distribution to Agent and each Lender::  (a) as soon as available, but in any event within 150 90 days after the end of each fiscal year of the Borrower, a copy of (i) the audited consolidated balance sheet of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception (other than in connection with the pending maturity of any Indebtedness)exception, or qualification arising out of the scope of the audit, by Deloitte & Touche LLP or other independent certified public accountants of nationally or regionally recognized standing standing; and reasonably acceptable to the Administrative Agent (it being agreed that CliftonLarsonAllen LLP is acceptable) and (ii) a management’s discussion and analysis; (b) as soon as available, but in any event not later than 45 days after the end of each fiscal quarter of the first three quarterly periods of each fiscal year of Borrower (commencing with the fiscal quarter ending June 30Borrower, 2019), (i) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries determined in accordance with GAAP consolidated subsidiaries as at the end of such ​ ​ ​ quarter and the related unaudited consolidated statements of (x) income, (y) income and of cash flows, and (z) cash balances for each Group Member, in each case, flows for such fiscal quarter and the portion of the fiscal year through the end of such fiscal quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments), and (ii) a management’s discussion and analysis; and (c) not later than 30 days after the end of each month (other than a month which is also a quarter end) occurring during each fiscal year of Borrower (commencing with the fiscal month ending July 31, 2019), the unaudited consolidated balance sheet of Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP as at the end of such month and the related unaudited consolidated statements of (i) income, (ii) cash flows, and (iii) cash balances for each Group Member, in each case, for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). ​  All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods. ​Documents required to be delivered pursuant to Sections 6.1(a) and (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which such documents are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (▇▇▇▇▇); or (ii) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇; provided, that (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify the Administrative Agent by facsimile or electronic mail of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining copies of such documents. 

1Financial Statements. Furnish Each Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the Administrative Agent, preparation of financial statements in conformity with sufficient copies for distribution GAAP (provided that unaudited interim financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Borrowers shall deliver to Agent and each LenderLender by Electronic Transmission and in detail reasonably satisfactory to Agent and the Required Lenders: (a) within 150 as soon as available, but not later than ninety (90) days after the end of each fiscal year of BorrowerFiscal Year, a copy of (i) the audited consolidated balance sheet sheets of Borrower the Borrowers and its each of their Subsidiaries determined on a consolidated basis in accordance with GAAP as at the end of such year Fiscal Year and the related audited consolidated statements of income or operations, shareholders’ equity and of cash flows for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous yearFiscal Year, reported on without a and accompanied by the unqualified opinion of any “going concernBig Four” or like qualification or exception (other than in connection with the pending maturity of any Indebtedness), or qualification arising out of the scope of the audit, by nationally recognized independent certified public accountants of nationally or regionally recognized standing and accounting firm reasonably acceptable to the Administrative Agent (it being agreed which report shall state that CliftonLarsonAllen LLP is acceptable) and (ii) such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a management’s discussion and analysis;basis consistent with prior years; and (b) as soon as available, but not later than 45 forty-five (45) days after the end of each fiscal quarter of each fiscal year year, a copy of Borrower (commencing with the fiscal quarter ending June 30, 2019), (i) the unaudited consolidated balance sheet sheets and statements of Borrower income of the Borrowers and its Subsidiaries determined in accordance with GAAP each of their Subsidiaries, and the related statements of shareholders’ equity and cash flows as at of the end of such ​ ​ ​ quarter and the related unaudited consolidated statements of (x) income, (y) cash flows, and (z) cash balances for each Group Member, in each case, for such fiscal quarter and the portion of the fiscal year through Fiscal Year then ended, all certified on behalf of the end of such fiscal quarter, setting forth in each case in comparative form the figures for the previous year, certified Borrowers by a an appropriate Responsible Officer of the Borrower Representative as being complete and correct and fairly stated presenting, in all material respects (respects, in accordance with GAAP, the financial position and the results of operations of the Borrowers and their Subsidiaries, subject to normal year-end audit adjustments), adjustments and (ii) a management’s discussion and analysis; and (c) not later than 30 days after the end absence of each month (other than a month which is also a quarter end) occurring during each fiscal year of Borrower (commencing with the fiscal month ending July 31, 2019), the unaudited consolidated balance sheet of Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP as at the end of such month and the related unaudited consolidated statements of (i) income, (ii) cash flows, and (iii) cash balances for each Group Member, in each case, for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). ​ All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods. ​footnote disclosures.

1Financial Statements. Furnish to the Administrative Agent, with sufficient copies for distribution to each Lender: (a) within 150 days after the end of each fiscal year of Borrower, a copy of (i) the audited consolidated balance sheet of Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “"going concern” " or like qualification or exception (other than in connection with the pending maturity of any Indebtedness), or qualification arising out of the scope of the audit, by independent certified public accountants of nationally or regionally recognized standing and ​ ​ ​ reasonably acceptable to the Administrative Agent (it being agreed that CliftonLarsonAllen LLP is acceptable) and (ii) a management’s 's discussion and analysis; (b) not later than 45 days after the end of each fiscal quarter of each fiscal year of Borrower (commencing with the fiscal quarter ending June 30, 2019), (i) the unaudited consolidated balance sheet of Borrower and its Subsidiaries determined in accordance with GAAP as at the end of such ​ ​ ​ quarter and the related unaudited consolidated statements of (x) income, (y) cash flows, and (z) cash balances for each Group Member, in each case, for such fiscal quarter and the portion of the fiscal year through the end of such fiscal quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments), and (ii) a management’s 's discussion and analysis; and (c) not later than 30 days after the end of each month (other than a month which is also a quarter end) occurring during each fiscal year of Borrower (commencing with the fiscal month ending July 31, 2019), the unaudited consolidated balance sheet of Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP as at the end of such month and the related unaudited consolidated statements of (i) income, (ii) cash flows, and (iii) cash balances for each Group Member, in each case, for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). ​ All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods. ​.

1Financial Statements. ​ . Furnish to the Administrative Agent, with sufficient copies Agent for distribution to each Lender:: ​ ​ ​ ​ (a) as soon as available, but in any event within 150 one hundred twenty (120) days after the end of each fiscal year of BorrowerHoldings (commencing with the fiscal year ending December 31, 2020) (or, following a Qualified IPO, such longer period as would be permitted by the SEC if Holdings or the Borrower (or any direct or indirect parent company of Holdings or the Borrower whose financial statements satisfy the reporting obligations under this Section 6.1(a)) were then subject to SEC reporting requirements as a non-accelerated filer), a copy of (i) the audited consolidated balance sheet of Borrower Holdings and its consolidated Subsidiaries determined on a consolidated basis in accordance with GAAP as at the end of such fiscal year and the related audited consolidated statements of income and of cash flows for such fiscal year, setting forth forth, commencing with such financial statements delivered for the fiscal year ending December 31, 2020 in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception (other than in connection a “going concern” or like qualification or exception with the pending respect to, resulting from or arising solely on account of (i) an upcoming maturity or termination date of any IndebtednessLoan or other Indebtedness permitted hereunder or (ii) any potential (but not actual) inability to satisfy any financial maintenance covenant included in this Agreement or any other Indebtedness of any Group Member), or qualification arising out of the scope of the auditby BDO USA, by LLP, PricewaterhouseCoopers, Deloitte LLP, any other independent certified public accountants accountant of nationally or regionally recognized standing and or any other independent certified public accountant that is reasonably acceptable to the Administrative Agent (it being agreed that CliftonLarsonAllen LLP is acceptable) and (ii) a management’s discussion and analysis;Agent; and (b) not later than 45 as soon as available, but in any event within forty-five (45) days after the end of each fiscal quarter Fiscal Quarter (other than the fourth Fiscal Quarter of each fiscal year year) of Borrower Holdings (commencing with the fiscal quarter Fiscal Quarter ending June September 30, 20192020) (or, following a Qualified IPO, such longer period as would be permitted by the SEC if Holdings or the Borrower (or any direct or indirect parent company of Holdings or the Borrower whose financial statements satisfy the reporting obligations under this Section 6.1(b)) were then subject to SEC reporting requirements as a non-accelerated filer), (i) the unaudited consolidated balance sheet of Borrower Holdings and its consolidated Subsidiaries determined in accordance with GAAP as at the end of such ​ ​ ​ quarter Fiscal Quarter and the related unaudited consolidated statements of (x) income, (y) income and of cash flows, and (z) cash balances for each Group Member, in each case, flows for such fiscal quarter Fiscal Quarter and the portion of the fiscal year through the end of such fiscal quarter, Fiscal Quarter setting forth in each case case, commencing with the Fiscal Quarter ending December 31, 2020 in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments), adjustments and (ii) a management’s discussion and analysis; and (c) not later than 30 days after the end of each month (other than a month which is also a quarter end) occurring during each fiscal year of Borrower (commencing with the fiscal month ending July 31, 2019), the unaudited consolidated balance sheet of Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP as at the end of such month and the related unaudited consolidated statements of (i) income, (ii) cash flows, and (iii) cash balances for each Group Member, in each case, for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustmentsfootnote disclosures). ​ All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods. ​ Notwithstanding the foregoing or anything to the contrary in this Agreement, the obligations in paragraphs (a) and (b) of this Section 6.1 may instead, at the election of the Borrower in its sole discretion, be satisfied with respect to any financial statements of Holdings or the Borrower by furnishing (A) the applicable financial statements of any direct or indirect parent company of Holdings or the Borrower or (B) its or any such parent company’s Form 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; provided that, with respect to each of clauses (A) and (B), (i) to the extent (1) such financial statements relate to any such parent company and (2) either (I) such parent company (or any subsidiary of such parent company (other than Holdings and/or any of its Subsidiaries)) has any third party Indebtedness and/or operations (as determined by the Borrower in good faith and other than any operations that are attributable solely to such parent company’s ownership of Holdings, the Borrower and its subsidiaries) or (II) there are material differences (as determined by the Borrower in good faith) between the financial statements of such parent company and its consolidated subsidiaries, on the one hand, and Holdings, the Borrower and its consolidated subsidiaries, on the other hand, such financial statements or Form 10-K or Form 10-Q, as applicable, shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such parent company and its consolidated subsidiaries, on the one hand, and the information relating to Holdings, the Borrower and its consolidated subsidiaries on a stand-alone basis, on the other hand, ​ ​ ​ ​ which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 6.1(a), such statements shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 6.1(a). ​

1Financial Statements. Furnish to the Administrative Agent, with sufficient copies Agent for distribution to each Lender: (a) as soon as available, but in any event within 150 120 days after the end of each fiscal year of the Borrower, a copy of (i) the audited consolidated balance sheet of Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP the Group Members as at the end of such fiscal year and the related audited consolidated statements of income and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception (other than in connection with the pending maturity of any Indebtedness)exception, or qualification arising out of the scope of the audit, by independent certified public accountants of nationally or regionally recognized standing and reasonably acceptable to the Administrative Agent (it being agreed that CliftonLarsonAllen LLP is acceptable) and (ii) a management’s discussion and analysis;Agent; and (b) as soon as available, but in any event not later than 45 days after the end of each of the first 3 fiscal quarter of quarters occurring during each fiscal year of Borrower (commencing with the fiscal quarter ending June 30Borrower, 2019), (i) the unaudited consolidated balance sheet of Borrower and its Subsidiaries determined in accordance with GAAP the Group Members as at the end of such ​ ​ ​ quarter and the related unaudited consolidated statements of (x) income, (y) income and of cash flows, and (z) cash balances for each Group Member, in each case, flows for such fiscal quarter and the portion of the fiscal year through the end ​ ​ ​ of such fiscal quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer of the Borrower as being fairly stated in all material respects (subject to normal year-end audit adjustments), and (ii) a management’s discussion and analysis; and (c) not later than 30 days after the end of each month (other than a month which is also a quarter end) occurring during each fiscal year of Borrower (commencing with the fiscal month ending July 31, 2019), the unaudited consolidated balance sheet of Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP as at the end of such month adjustments and the related unaudited consolidated statements absence of (i) income, (ii) cash flows, and (iii) cash balances for each Group Member, in each case, for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustmentsfootnotes). ​ All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods. ​Additionally, documents required to be delivered pursuant to this Section 6.1 and Section 6.2(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such documents, or provides a link thereto, either: (i) on the Borrower’s website on the Internet at the website address listed in Section 10.2; or (ii) when such documents are posted electronically on the Borrower’s behalf on an internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), if any. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

1Financial Statements. Furnish (a) Each Credit Party shall, and shall cause each Subsidiary to, maintain a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with IFRS or GAAP, as applicable; provided that monthly financial statements shall not be required to have note disclosure and are subject to normal year-end adjustments. (b) The Company shall deliver to the Administrative Agent, with sufficient copies for distribution Holders in form and detail reasonably satisfactory to each Lenderthe Holders: (ai) within 150 as soon as available, but not later than one hundred twenty (120) days after the end of each fiscal year of BorrowerFiscal Year, commencing with the Fiscal Year ending June 29, 2019, a copy of (i) the audited consolidated balance sheet statement of Borrower financial position of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP as at the end of such year Fiscal Year and the related audited consolidated statements of income operations and of comprehensive income, changes in shareholders’ equity and cash flows for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception Fiscal Year (other than in connection with the pending maturity of any Indebtednessif any), or qualification arising out certified on behalf of the scope Company by an appropriate Responsible Officer as fairly presenting, in all material respects, in accordance with IFRS the financial position and the results of operations of the auditCompany and its Subsidiaries on a consolidated basis, accompanied by the opinion of a nationally recognized independent certified public accountants of nationally or regionally recognized standing and accounting firm reasonably acceptable to the Administrative Agent Holders (it MNP LLP being agreed that CliftonLarsonAllen LLP is deemed acceptable) which report shall state that such consolidated financial statements present fairly, in all material respects, the financial position as at and for the periods indicated in accordance with IFRS or GAAP, as applicable, applied on a basis consistent with prior years. Such opinion shall not be qualified or limited because of a restricted or limited examination by such accountant, beyond an accountant’s standard limitation for an audit conducted in accordance with IFRS or GAAP, as applicable; (ii) a management’s discussion and analysis; (b) as soon as available, but not later than 45 thirty (30) days after the end of each fiscal quarter of the first three Fiscal Quarters of each fiscal year of Borrower (Fiscal Year, commencing with the fiscal quarter Fiscal Quarter ending June on or about September 30, 2019), (i) a copy of the unaudited consolidated balance sheet statement of Borrower financial position of the Company and its Subsidiaries determined in accordance with GAAP as at of the end of such ​ ​ ​ quarter Fiscal Quarter, and the related unaudited consolidated statements of (x) operations and comprehensive income, (y) changes in shareholders’ equity and cash flows, and (z) cash balances for each Group Member, in each case, flows for such fiscal quarter Fiscal Quarter and for the portion of the fiscal year through the end of such fiscal quarterFiscal Year then ended, and setting forth in each case comparisons to the corresponding periods in comparative form the figures for preceding Fiscal Year all certified on behalf of the previous year, certified Company by a an appropriate Responsible Officer as being fairly stated presenting, in all material respects (respects, in accordance with IFRS or GAAP, as applicable, the financial position and the results of operations of the Company and its Subsidiaries on a consolidated basis, subject to normal year-end audit adjustments), adjustments and (ii) a management’s discussion and analysisabsence of footnote disclosure; and (ciii) as soon as available, but not later than 30 days after the end commencement of each month Fiscal Year, the Company’s’ consolidated annual operating plans, operating and capital expenditure budgets, and financial forecasts, including cash flow projections (other than prepared on a month which is also by month basis) covering proposed fundings, repayments, additional advances, investments and other cash receipts and disbursements, together with a quarter end) occurring during statement of underlying assumptions, each fiscal year of Borrower (commencing with for the fiscal month ending July 31, 2019), the unaudited consolidated balance sheet of Borrower and its Subsidiaries determined following Fiscal Year presented on a consolidated monthly basis for such next Fiscal Year, all of which shall be in accordance a format reasonably consistent with GAAP as at projections, budgets and forecasts theretofore provided to the end of such month and the related unaudited consolidated statements of (i) income, (ii) cash flowsHolders, and (iii) cash balances for each Group Memberpromptly following the preparation thereof, in each case, for such month and the portion updates to any of the fiscal year through foregoing from time to time prepared by management of the end Company. (c) Each Credit Party authorizes the Holders to discuss the financial condition of each Credit Party and each Subsidiary with such month, setting forth in each case in comparative form the figures for the previous year, Credit Party’s independent certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). ​ All public accountants and agrees that such financial statements discussion or communication shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by without liability to either the Holders or such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods. ​accountants.

1Financial Statements. Furnish Each Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the Administrative Agent, preparation of financial statements in conformity with sufficient copies for distribution GAAP (provided that unaudited interim financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Borrower Representative shall deliver to Agent and each LenderLender by Electronic Transmission and in detail reasonably satisfactory to Agent and the Required Lenders: (a) within 150 as soon as available, but not later than one-hundred and twenty (120) days after the end of each fiscal year of BorrowerFiscal Year, a copy of (i) the audited consolidated balance sheet sheets of Borrower Amphastar and its Subsidiaries determined on a consolidated basis in accordance with GAAP as at the end of such year Fiscal Year and the related audited consolidated statements of income or operations, shareholders’ equity and of cash flows for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous yearFiscal Year, reported on without a and accompanied by the report of any “going concernBig Four” or like qualification or exception other nationally-recognized independent certified public accounting firm reasonably acceptable to Agent which report shall (i) contain an unqualified opinion, stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and (ii) not include any explanatory paragraph expressing substantial doubt as to going concern status (other than in connection with (y) the pending maturity of the Loans and termination of the Revolving Loan Commitments hereunder and (z) any Indebtednessprospective breach of any of the financial covenants set forth in Section 7.1 or Section 7.2), or qualification arising out in each case, solely in the case of the scope of the audit, by independent certified public accountants of nationally or regionally recognized standing and reasonably acceptable audit delivered with respect to the Administrative Agent (it being agreed that CliftonLarsonAllen LLP Fiscal Year immediately prior to the Fiscal Year during which the applicable maturity and termination is acceptable) and (ii) a management’s discussion and analysis;scheduled hereunder, as applicable, to occur; and (b) as soon as available, but not later than 45 forty-five (45) days after the end of each fiscal quarter the first three Fiscal Quarters of each fiscal year year, a copy of Borrower (commencing with the fiscal quarter ending June 30, 2019), (i) the unaudited consolidated balance sheet sheets of Borrower Amphastar and its Subsidiaries determined in accordance with GAAP Subsidiaries, and the related consolidated statements of income, shareholders’ equity and cash flows as at of the end of such ​ ​ ​ quarter Fiscal Quarter and the related unaudited consolidated statements of (x) income, (y) cash flows, and (z) cash balances for each Group Member, in each case, for such fiscal quarter and the portion of the fiscal year through Fiscal Year then ended, all certified on behalf of the end of such fiscal quarter, setting forth in each case in comparative form the figures for the previous year, certified Borrowers by a an appropriate Responsible Officer of the Borrower Representative as being complete and correct and fairly stated presenting, in all material respects (respects, in accordance with GAAP, the financial position and the results of operations of Amphastar and its Subsidiaries, subject to normal year-end audit adjustments), adjustments and (ii) a management’s discussion and analysis; and (c) not later than 30 days after the end absence of each month (other than a month which is also a quarter end) occurring during each fiscal year of Borrower (commencing with the fiscal month ending July 31, 2019), the unaudited consolidated balance sheet of Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP as at the end of such month and the related unaudited consolidated statements of (i) income, (ii) cash flows, and (iii) cash balances for each Group Member, in each case, for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). ​ All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods. ​footnote disclosures.