Common use of Financial Statements and Projections Clause in Contracts

Financial Statements and Projections. The Lender shall have received (i) audited consolidated financial statements of the Company for the 2015 and 2016 fiscal years, (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 Lender, reflect any material adverse change in the consolidated financial condition of the Loan Parties, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, and (iii) satisfactory Projections through 2019.

Financial Statements and Projections. The Lender Lenders shall have received (i) audited consolidated financial statements of the Company Borrower and its Subsidiaries for the 2015 and 2016 fiscal years, (ii) unaudited interim consolidated financial statements of the Company Borrower and its Subsidiaries 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 LenderAdministrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan PartiesBorrower and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) satisfactory Projections through 2019Financial Projections.

Financial Statements and Projections. The Lender Lenders shall have received (i) audited consolidated financial statements of the Company Borrower for the 2015 and 2016 fiscal years2019 Fiscal Year, (ii) unaudited interim consolidated financial statements of the Company 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 LenderAdministrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan Parties, Borrower as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) satisfactory Projections projections for fiscal years 2020 through 20192025.

Financial Statements and Projections. The Lender Lenders shall have received (i) audited consolidated financial statements of the Company Borrower and its Subsidiaries for the 2015 and December 31, 2016 fiscal yearsyear, (ii) unaudited interim consolidated financial statements of the Company Borrower and its Subsidiaries for each the 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 availableDecember 31, 2018, and such financial statements shall not, in the reasonable judgment of the LenderAdministrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan PartiesBorrower and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) satisfactory Projections through 20192020.

Financial Statements and Projections. The Lender Lenders shall have received (i) audited consolidated financial statements of the Company for the 2015 2013 and 2016 2014 fiscal years, (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 LenderAdministrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan Parties, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iiiiv) satisfactory Projections through August 31, 2019.

Financial Statements and Projections. The Lender shall have received (i) audited consolidated financial statements of the Company Borrower for the 2015 and 2016 fiscal yearsyear ended December 31, 2019, (ii) unaudited interim consolidated financial statements of the Company Borrower for each fiscal quarter 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 Lender, reflect any material adverse change in the consolidated financial condition of the Loan PartiesBorrower, as reflected in the audited, consolidated audited financial statements described in clause (i) of this paragraph, and (iii) satisfactory Projections through 2019December 31, 2022.

Financial Statements and Projections. The Lender Lenders shall have received (i) audited consolidated financial statements of the Company for the 2015 and 2016 2011 fiscal yearsyear, (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 LenderAdministrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan PartiesCompany, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) satisfactory Projections projections through 20192012.

Financial Statements and Projections. The Lender Lenders shall have received (i) audited consolidated financial statements of the Company for the 2015 and 2016 fiscal yearsyear ended January 31, 2015, (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 LenderAdministrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan PartiesCompany and its Subsidiaries, as reflected in the audited, audited consolidated financial statements described in clause (i) of this paragraph, and (iii) satisfactory Projections the Company’s most recent projected income statement, balance sheet and cash flows through 2019the 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 Lender Lenders shall have received (i) audited consolidated financial statements of the Company for the 2015 2021 fiscal year, and 2016 fiscal years, (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 LenderAdministrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan PartiesCompany, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, and (iii) satisfactory Projections through 2019.

Financial Statements and Projections. The Lender Lenders shall have received (i) audited consolidated financial statements of the Company for the 2015 its 2018 and 2016 2019 fiscal years, (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 LenderAdministrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan PartiesCompany, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, and (iii) satisfactory Projections projections of the Company’s income statement, balance sheet and cash flows (A) on a monthly basis through 2019December 31, 2021, and (B) on an annual basis through December 31, 2023.

Financial Statements and Projections. The Lender Lenders shall have received (i) audited consolidated financial statements of the Company for the 2015 2016, 2017 and 2016 2018 fiscal years, (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 LenderAdministrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan PartiesCompany, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) satisfactory Projections projections through 2019March 31, 2023.

Financial Statements and Projections. The Lender Lenders shall have received (i) audited consolidated financial statements of the Company Borrower for the 2015 December 31, 2018 and 2016 2017 fiscal years, (ii) unaudited interim consolidated financial statements of the Company 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 LenderAdministrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan PartiesBorrower, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) reasonably satisfactory Projections through 20192023.

Financial Statements and Projections. The Lender Lenders shall have received (i) audited consolidated financial statements of the Company for the 2015 and 2016 fiscal years2014 Fiscal Year, (ii) unaudited interim consolidated financial statements of the 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 LenderAdministrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan PartiesCompany, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) projections satisfactory Projections through 2019to the Administrative Agent and the Lenders.

Financial Statements and Projections. The Lender Lenders shall have received (i) audited consolidated financial statements of the Company Holdings for the 2015 and 2016 2010 fiscal yearsyear, (ii) unaudited interim consolidated financial statements of the Company Holdings 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 LenderAdministrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan PartiesHoldings, as reflected in the audited, consolidated financial statements described in delivered pursuant to clause (i) of this paragraph, paragraph and (iii) satisfactory Projections projections through 20192014.

Financial Statements and Projections. The Lender shall have received (i) audited consolidated financial statements of the Company and its Subsidiaries for the 2015 2011, 2012 and 2016 2013 fiscal years, (ii) unaudited interim consolidated financial statements of the Company and its Subsidiaries 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 Lender, reflect any material adverse change in the consolidated financial condition of the Loan PartiesCompany and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) satisfactory Projections through 20192017.

Financial Statements and Projections. The Lender shall have received (i) audited consolidated financial statements of the Company Borrower for the 2015 2016, 2017 and 2016 2018 fiscal years, (ii) unaudited interim consolidated financial statements of the Company 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 Lender, reflect any material adverse change in the consolidated financial condition of the Loan PartiesBorrower, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) satisfactory Projections through the Borrower’s fiscal year ending in 2019.

Financial Statements and Projections. The Lender Lenders shall have received (i) audited consolidated financial statements of the Company for the 2015 2016 and 2016 2017 fiscal years, (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 LenderAdministrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan PartiesCompany and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) satisfactory Projections projections through fiscal year 2019.

Financial Statements and Projections. The Lender Lenders shall have received satisfactory (i) audited consolidated financial statements of the Company Borrower for the 2015 and 2016 fiscal years, (ii) unaudited interim consolidated financial statements of the Company 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 LenderCredit Agreement, Page 58 Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan PartiesBorrower and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) satisfactory Projections through 20192022.

Financial Statements and Projections. The Lender shall have received (i) audited consolidated financial statements of the Company Borrower for the 2015 2018 and 2016 2019 fiscal years, (ii) unaudited interim consolidated financial statements of the Company Borrower 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 Lender, reflect any material adverse change in the consolidated financial condition of the Loan PartiesBorrower, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) satisfactory Projections through 2019December 31, 2024.

Financial Statements and Projections. The Lender Lenders shall have received (i) audited consolidated financial statements of the Company and its Subsidiaries for the 2015 and 2016 through 2019 fiscal years, (ii) unaudited interim consolidated financial statements of the Company and its Subsidiaries for each fiscal quarter 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 LenderAdministrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan PartiesCompany, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) satisfactory Projections projections through 20192022.

Financial Statements and Projections. The Lender shall have received (i) audited consolidated financial statements of the Company for the 2015 2011, 2012 and 2016 2013 fiscal years, (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 Lender, reflect any material adverse change in the consolidated financial condition of the Loan PartiesCompany, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) satisfactory Projections projections through 20192017.

Financial Statements and Projections. The Lender shall have received (i) audited consolidated financial statements of the Company Borrower for the 2014 and 2015 and 2016 fiscal years, (ii) unaudited interim consolidated financial statements of the Company 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 Lender, reflect any material adverse change in the consolidated financial condition of the Loan PartiesBorrower, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) satisfactory Projections through 2019June 30, 2016.

Financial Statements and Projections. The Lender Lenders shall have received (i) audited consolidated financial statements of the Company Holdings for the 2015 and 2016 December 31, 2013 fiscal yearsyear, (ii) unaudited interim consolidated financial statements of the Company Holdings 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 LenderAdministrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan PartiesHoldings, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) satisfactory Projections projections through 20192015.

Financial Statements and Projections. The Lender Lenders shall have received (i) audited consolidated financial statements of the Company Holdings for the 2015 2016, 2017 and 2016 2018 fiscal years, (ii) unaudited interim consolidated financial statements of the Company 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 LenderAdministrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan PartiesHoldings, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) satisfactory Projections projections through 2019.

Financial Statements and Projections. The Lender Lenders shall have received (i) audited consolidated financial statements of the Company for the 2015 and 2016 2011 fiscal yearsyear, (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 LenderAdministrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan PartiesCompany and its Subsidiaries, taken as a whole, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) satisfactory Projections projections through 20192012.

Financial Statements and Projections. The Lender Lenders shall have received (i) audited consolidated financial statements of the Company for the 2015 2009 and 2016 2010 fiscal years, (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 LenderAdministrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan PartiesCompany, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) satisfactory Projections projections through 20192012.

Financial Statements and Projections. The Lender Lenders shall have received (i) audited consolidated financial statements of the Company for the 2015 and 2016 2012 fiscal yearsyear, (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 LenderAdministrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan PartiesCompany and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) satisfactory Projections projections through 2019and including the Company’s 2014 fiscal year.

Financial Statements and Projections. The Lender Lenders shall have received (i) audited consolidated financial statements of the Company Holdings for the 2015 and 2016 2018 fiscal yearsyear, (ii) unaudited interim consolidated financial statements of the Company 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 LenderAdministrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan PartiesHoldings, as reflected in the audited, consolidated financial statements described in delivered pursuant to clause (i) of this paragraph, and (iii) satisfactory Projections projections through 20192021.

Financial Statements and Projections. The Lender Lenders shall have received (i) audited consolidated financial statements of the Company Borrower for the 2015 and 2016 fiscal yearsFiscal Year, (ii) unaudited interim consolidated financial statements of the Company 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 LenderAdministrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan Parties, Borrower as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) satisfactory Projections projections through 20192021.

Financial Statements and Projections. The Lender Lenders shall have received (i) audited consolidated financial statements of the Company Holdings for the 2015 and 2016 2014 fiscal yearsyear, (ii) unaudited interim consolidated financial statements of the Company 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 LenderAdministrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan PartiesHoldings, as reflected in the audited, consolidated financial statements described in delivered pursuant to clause (i) of this paragraph, and (iii) satisfactory Projections projections through 20192016.

Financial Statements and Projections. The Lender Lenders shall have received (i) audited consolidated financial statements of the Company Holdings for the 2015 and 2016 2009 fiscal yearsyear, (ii) unaudited interim consolidated financial statements of the Company Holdings 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 LenderAdministrative Agent, reflect any material adverse change in the consolidated financial condition of the Loan PartiesHoldings, as reflected in the audited, consolidated financial statements described in delivered pursuant to clause (i) of this paragraph, paragraph and (iii) satisfactory Projections projections through 20192012.

Financial Statements and Projections. The Lender shall have received (i) audited consolidated financial statements of the Company Borrower for the 2015 and 2016 fiscal years, (ii) unaudited interim consolidated financial statements of the Company 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 Lender, reflect any material adverse change in the consolidated financial condition of the Loan PartiesBorrower, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph, paragraph and (iii) satisfactory Projections through 2019June 30, 2018.