Common use of 05Financial Statements; No Material Adverse Effect Clause in Contracts

05Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited Consolidated balance sheet of Holdings and its Subsidiaries dated July 31, 2021, and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for the Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since July 31, 2021, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) To the knowledge of the Borrower, no Internal Control Event exists or has occurred since the later of the date of the Audited Financial Statements and the date of the most recent audited financing statements delivered pursuant to Section 6.01(a) that has resulted in or could reasonably be expected to result in a misstatement in any material respect (i) in any financial information set forth in such financial statements then most recently delivered to the Agent hereunder or (ii) of the assets, liabilities, financial condition or results of operations of Holdings and its Subsidiaries on a Consolidated basis as reported in such financial statements then most recently delivered to the Agent hereunder.

05Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and therein; (ii) fairly present in all material respects the financial condition of Holdings the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited Consolidated balance sheet of Holdings and its Subsidiaries dated July 31, 2021, and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for the Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (iiiii) fairly present in to the extent required by GAAP show all material respects Material Indebtedness and other liabilities, direct or contingent, of the financial condition of Holdings Parent and its Subsidiaries as of the date thereof thereof, including liabilities for Taxes, material commitments and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentsIndebtedness. (cb) Since July 31, 2021the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect, it being understood that none of the Material Adverse Effect Exceptions shall be deemed to be violative of this clause (b). (dc) To the knowledge of the Lead Borrower, no Internal Control Event other than the Disclosed Internal Control Event exists or has occurred since the later of the date of the Audited Financial Statements and the date of the most recent audited financing statements delivered pursuant to Section 6.01(a) that has resulted in or could reasonably be expected to result in a misstatement in any material respect respect, (i) in any financial information set forth in such financial statements then most recently delivered or to be delivered to the Agent or the Lenders, (ii) of the Revolving Borrowing Base, (iii) of covenant compliance calculations provided hereunder or (iiiv) of the assets, liabilities, financial condition or results of operations of Holdings the Parent and its Subsidiaries on a Consolidated basis as reported in such basis. (d) The forecasted financial statements then most recently of the Parent and its Subsidiaries delivered pursuant to Section 6.01(d) was prepared in good faith on the Agent hereunderbasis of the assumptions stated therein, which assumptions were believed by the Loan Parties’ management to be fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Loan Parties’ reasonable estimate of its future financial performance (it being understood that no assurance is given that such projections will be met or realized and that actual results may vary from such forecasted financial information).

05Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout and the period covered thereby, except as otherwise expressly noted therein and (ii) Quarterly Financial Statements fairly present in all material respects the financial condition of Holdings the Borrower and its Subsidiaries as of the date dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, (A) except as otherwise expressly noted therein. (b) The unaudited Consolidated balance sheet of Holdings and its Subsidiaries dated July 31, 2021, and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for the Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, therein and (iiB) fairly present in all material respects the financial condition of Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii)the Quarterly Financial Statements, to the absence of footnotes and to changes resulting from normal year-end audit adjustments. adjustments and the absence of footnotes. (cb) (i) Since July the Closing DateDecember 31, 20212015, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. Effect and (dii) To the knowledge for purposes of the initial borrowing and other Extensions of Credit on the Closing Date, except as has been disclosed in the Borrower, no Internal Control Event exists or has occurred since ’s public filings with the later SEC as of the date hereof (excluding any risk factor disclosures set forth under the heading “Risk Factors” or any disclosure of risks included in any “forward-looking statements” disclaimer to the Audited Financial Statements and the date of the most recent audited financing statements delivered pursuant to Section 6.01(a) extent that such disclosures are general in nature, or cautionary, predictive or forward-looking in nature), since December 31, 2012, there has not occurred any event that has resulted in had or could would reasonably be expected to result in have a misstatement in any material respect (i) in any financial information set forth in such financial statements then most recently delivered to the Agent hereunder or (ii) of the assets, liabilities, financial condition or results of operations of Holdings and its Subsidiaries on a Consolidated basis as reported in such financial statements then most recently delivered to the Agent hereunderCompany Material Adverse Effect.. Section 5.

05Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout and the period covered thereby, except as otherwise expressly noted therein and (ii) Unaudited Financial Statements each fairly present in all material respects the financial condition of Holdings the Borrower and its Subsidiaries the GAAP Consolidated Members of the Borrower, in each case, as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited Consolidated balance sheet of Holdings and its Subsidiaries dated July 31, 2021, and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for the Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of Holdings and its Subsidiaries as of the date dates thereof and their results of operations for the period covered thereby, subjectexcept as otherwise disclosed to the Administrative Agent prior to the Closing Date, and in the case of clauses the Audited Financial Statements, prepared in accordance with GAAP consistently applied throughout the periods covered thereby (in the case of interim statements, subject to year-end adjustments and the absence of footnotes). All projections delivered from time to time to the Administrative Agent and Lenders, in each case, have been prepared in good faith, based on assumptions believed by the management of Borrower to be reasonable in light of the circumstances at the time of preparation; it being understood that any such projections (i) are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries, that no assurance can be given that any particular projections will be realized, that actual results may differ and that such differences may be material and (ii), to the absence ) are not a guarantee of footnotes and to normal year-end audit adjustmentsperformance. (cb) Since July December 31, 20212023, there has been no event or circumstance, either individually or change in the aggregatecondition, financial or otherwise, of the Borrower or any Subsidiary that has had or could reasonably be expected to have a Material Adverse Effect. (d) To . Each Lender and the knowledge Administrative Agent hereby acknowledges and agrees that the Borrower and its Subsidiaries may be required to restate historical financial statements as the result of the Borrowerimplementation of changes in GAAP or the respective interpretation thereof, no Internal Control Event exists or has occurred since the later of the date of the Audited Financial Statements and the date of the most recent audited financing statements delivered pursuant to Section 6.01(a) that has resulted in or could reasonably be expected to such restatements will not result in a misstatement in any material respect (i) in any financial information set forth in such financial statements then most recently delivered to Default or Event of Default under the Agent hereunder or (ii) of the assets, liabilities, financial condition or results of operations of Holdings and its Subsidiaries on a Consolidated basis as reported in such financial statements then most recently delivered to the Agent hereunderLoan Documents.

05Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and therein; (ii) fairly present in all material respects the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited Consolidated consolidated balance sheet of Holdings the Borrower and its Subsidiaries dated July 31June 30, 20212004, and the related Consolidated consolidated statements of income or operations, Shareholders’ Equity shareholders' equity and cash flows for the Fiscal Quarter fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all ​ ​ material respects the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since July 31, 2021the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) To the knowledge of the Borrower, no Internal Control Event exists or has occurred since the later of the date of the Audited Financial Statements and the date of the most recent audited financing statements delivered pursuant to Section 6.01(a) that has resulted in or could reasonably be expected to result in a misstatement in any material respect (i) in any financial information set forth in such financial statements then most recently delivered to the Agent hereunder or (ii) of the assets, liabilities, financial condition or results of operations of Holdings and its Subsidiaries on a Consolidated basis as reported in such financial statements then most recently delivered to the Agent hereunder.

05Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of Holdings and its Relevant Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited Consolidated balance sheet of Holdings and its Relevant Subsidiaries dated July 31May 1, 2021, and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for the Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of Holdings and its Relevant Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since July 31May 1, 2021, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) To the knowledge of the Lead Borrower, no Internal Control Event exists or has occurred since the later of the date of the Audited Financial Statements and the date of the most recent audited financing statements delivered pursuant to Section 6.01(a) that has resulted in or could reasonably be expected to result in a misstatement in any material respect (i) in any financial information set forth in such financial statements then most recently delivered to the Agent hereunder, (ii) of the Canadian Borrowing Base or the Domestic Revolving Borrowing Base as reported by the Lead Borrower in the Borrowing Base Certificate then most recently delivered to the Agent hereunder, (iii) of covenant compliance calculations set forth in the Compliance Certificate then most recently delivered to the Agent hereunder or (iiiv) of the assets, liabilities, financial condition or results of operations of Holdings and its Relevant Subsidiaries on a Consolidated basis as reported in such financial statements then most recently delivered to the Agent hereunder. (e) The Consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Relevant Subsidiaries delivered pursuant to Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Loan Parties’ best estimate of its future financial performance.