Common use of Financial Statements and Projections Clause in Contracts

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Company for the fiscal year ended January 31, 2015, (ii) unaudited interim consolidated financial statements of each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Company and its Subsidiaries, as reflected in the audited consolidated financial statements described in clause (i) of this paragraph, (iii) the Company’s most recent projected income statement, balance sheet and cash flows through the end of the Company’s fiscal year ending January 2020, and (iv) the projected Borrowing Base on a quarterly basis through January 31, 2016.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Company for the fiscal year ended January 31, 20152014 Fiscal Year, (ii) unaudited interim consolidated financial statements of Company for each fiscal quarter Fiscal Month ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Company and its SubsidiariesCompany, as reflected in the audited audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) projections satisfactory to the Company’s most recent projected income statement, balance sheet Administrative Agent and cash flows through the end of the Company’s fiscal year ending January 2020, and (iv) the projected Borrowing Base on a quarterly basis through January 31, 2016Lenders.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Company Borrower for the fiscal year ended January December 31, 20152018 and 2017 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Company and its SubsidiariesBorrower, as reflected in the audited audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) the Company’s most recent projected income statement, balance sheet and cash flows reasonably satisfactory Projections through the end of the Company’s fiscal year ending January 2020, and (iv) the projected Borrowing Base on a quarterly basis through January 31, 20162023.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Company for the its 2018 and 2019 fiscal year ended January 31, 2015years, (ii) unaudited interim consolidated financial statements of the Company for each fiscal month and quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Company and its SubsidiariesCompany, as reflected in the audited audited, consolidated financial statements described in clause (i) of this paragraph, and (iii) satisfactory projections of the Company’s most recent projected income statement, balance sheet and cash flows (A) on a monthly basis through the end of the Company’s fiscal year ending January 2020December 31, 2021, and (ivB) the projected Borrowing Base on a quarterly an annual basis through January December 31, 20162023.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Company for the 2011 fiscal year ended January 31, 2015year, (ii) unaudited interim consolidated financial statements of the Company for each fiscal month and quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Company and its SubsidiariesCompany, as reflected in the audited audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) the Company’s most recent projected income statement, balance sheet and cash flows satisfactory projections through the end of the Company’s fiscal year ending January 2020, and (iv) the projected Borrowing Base on a quarterly basis through January 31, 20162012.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Company for the 2016, 2017 and 2018 fiscal year ended January 31, 2015years, (ii) unaudited interim consolidated financial statements of the Company for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Company and its SubsidiariesCompany, as reflected in the audited audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) the Company’s most recent projected income statement, balance sheet and cash flows satisfactory projections through the end of the Company’s fiscal year ending January 2020, and (iv) the projected Borrowing Base on a quarterly basis through January March 31, 20162023.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Company Borrower for the fiscal year ended January 31, 20152019 Fiscal Year, (ii) unaudited interim consolidated financial statements of the Borrower for each fiscal quarter Fiscal Quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Company and its Subsidiaries, Borrower as reflected in the audited audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) the Company’s most recent projected income statement, balance sheet and cash flows satisfactory projections for fiscal years 2020 through the end of the Company’s fiscal year ending January 2020, and (iv) the projected Borrowing Base on a quarterly basis through January 31, 20162025.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Company for the 2013 and 2014 fiscal year ended January 31, 2015years, (ii) unaudited interim consolidated consolidating financial statements of the Company for the 2014 fiscal year, (iii) unaudited interim consolidated and consolidating financial statements for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are availableCompany, for the fiscal quarters ended March 31, 2015 and June 30, 2015, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Company and its SubsidiariesLoan Parties, as reflected in the audited audited, consolidated financial statements described in clause (i) of this paragraph, (iii) the Company’s most recent projected income statement, balance sheet and cash flows through the end of the Company’s fiscal year ending January 2020, paragraph and (iv) the projected Borrowing Base on a quarterly basis satisfactory Projections through January August 31, 20162019.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Company for the 2012 fiscal year ended January 31, 2015year, (ii) unaudited interim consolidated financial statements of the Company for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Company and its Subsidiaries, as reflected in the audited audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) satisfactory projections through and including the Company’s most recent projected income statement, balance sheet and cash flows through the end of the Company’s 2014 fiscal year ending January 2020, and (iv) the projected Borrowing Base on a quarterly basis through January 31, 2016year.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Company for the 2011 fiscal year ended January 31, 2015year, (ii) unaudited interim consolidated financial statements of the Company for each fiscal month and quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Company and its Subsidiaries, taken as a whole, as reflected in the audited audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) the Company’s most recent projected income statement, balance sheet and cash flows satisfactory projections through the end of the Company’s fiscal year ending January 2020, and (iv) the projected Borrowing Base on a quarterly basis through January 31, 20162012.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Company for the 2009 and 2010 fiscal year ended January 31, 2015years, (ii) unaudited interim consolidated financial statements of the Company for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Company and its SubsidiariesCompany, as reflected in the audited audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) the Company’s most recent projected income statement, balance sheet and cash flows satisfactory projections through the end of the Company’s fiscal year ending January 2020, and (iv) the projected Borrowing Base on a quarterly basis through January 31, 20162012.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Company Holdings for the 2016, 2017 and 2018 fiscal year ended January 31, 2015years, (ii) unaudited interim consolidated financial statements of Holdings for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Company and its SubsidiariesHoldings, as reflected in the audited audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) the Company’s most recent projected income statement, balance sheet and cash flows satisfactory projections through the end of the Company’s fiscal year ending January 2020, and (iv) the projected Borrowing Base on a quarterly basis through January 31, 20162019.

Financial Statements and Projections. The Lenders Lender shall have received (i) audited consolidated financial statements of the Company Borrower for the 2015 and 2016 fiscal year ended January 31, 2015years, (ii) unaudited interim consolidated financial statements of Borrower for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative AgentLender, reflect any material adverse change in the consolidated financial condition of the Company and its SubsidiariesBorrower, as reflected in the audited audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) the Company’s most recent projected income statementsatisfactory Projections through June 30, balance sheet and cash flows through the end of the Company’s fiscal year ending January 2020, and (iv) the projected Borrowing Base on a quarterly basis through January 31, 20162018.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Company Holdings for the 2018 fiscal year ended January 31, 2015year, (ii) unaudited interim consolidated financial statements of Holdings for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Company and its SubsidiariesHoldings, as reflected in the audited consolidated financial statements described in delivered pursuant to clause (i) of this paragraph, and (iii) the Company’s most recent projected income statement, balance sheet and cash flows satisfactory projections through the end of the Company’s fiscal year ending January 2020, and (iv) the projected Borrowing Base on a quarterly basis through January 31, 20162021.

Financial Statements and Projections. The Lenders Lender shall have received (i) audited consolidated financial statements of the Company for the 2015 and 2016 fiscal year ended January 31, 2015years, (ii) unaudited interim consolidated financial statements of the Company for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative AgentLender, reflect any material adverse change in the consolidated financial condition of the Company and its SubsidiariesLoan Parties, as reflected in the audited audited, consolidated financial statements described in clause (i) of this paragraph, and (iii) the Company’s most recent projected income statement, balance sheet and cash flows satisfactory Projections through the end of the Company’s fiscal year ending January 2020, and (iv) the projected Borrowing Base on a quarterly basis through January 31, 2016.2019. 50

Financial Statements and Projections. The Lenders shall have received satisfactory (i) audited consolidated financial statements of the Company and its consolidated Subsidiaries for the fiscal year ended January years ending March 31, 20152013 and Xxxxx 00, 0000, (iixx) unaudited interim consolidated financial statements of the Company for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as and more than 45 days prior to which such financial statements are availablethe date hereof, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Company and its SubsidiariesCompany, as reflected in the audited audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) the Company’s most recent projected balance sheet, income statement, balance sheet statement and cash flows through the end flow statement of the Company’s fiscal year Company for the period beginning April 1, 2015 and ending January 2020, and (iv) the projected Borrowing Base on a quarterly basis through January March 31, 20162020.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Company for the 2021 fiscal year ended January 31year, 2015, and (ii) unaudited interim consolidated financial statements of the Company for each fiscal month and quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Company and its SubsidiariesCompany, as reflected in the audited audited, consolidated financial statements described in clause (i) of this paragraph, (iii) the Company’s most recent projected income statement, balance sheet and cash flows through the end of the Company’s fiscal year ending January 2020, and (iv) the projected Borrowing Base on a quarterly basis through January 31, 2016.

Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Company for the fiscal year years ended January 31, 20152008, 2009, 2010 and 2011, (ii) unaudited interim consolidated financial statements of the Company for each fiscal month and quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Company and its SubsidiariesCompany, as reflected in the audited audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) the Company’s most recent projected income statement, balance sheet and cash flows through the end of the Company’s fiscal year ending January 2020, and satisfactory projections prepared on (ivx) the projected Borrowing Base on a quarterly basis through January 31, 20162013 and (y) an annual basis through January 31, 2017, in each case in form and substance reasonably satisfactory to the Administrative Agent.