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

Financial Condition; No Material Adverse Effect. (a) The Parent has heretofore furnished to the Lenders its consolidated balance sheet and statements of income and cash flows (i) as of and for the fiscal year ended 2012, reported on by independent public accountants acceptable to the Administrative Agent. Such financial statements present fairly the financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments. (a) Neither the Parent nor any of its Subsidiaries or the Greens Creek Joint Venture has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the most recent financial statements delivered to the Administrative Agent or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, those liabilities that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since the date of the most recently delivered financial statements. No Material Adverse Effect has occurred since December 31, 2012, and no other facts or circumstances exist that have had or would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) Except as disclosed in any SEC filings, all balance sheets, all statements of income and of cash flows and all other financial information of the Parent and its Subsidiaries furnished pursuant to Section 5.1 have been and will for periods following the Effective Date be prepared in accordance with GAAP consistently applied with the financial statements referred to in Section 3.4(a), and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then ended.

Financial Condition; No Material Adverse Effect. (a) The Parent Open Text has heretofore furnished to the Lenders its consolidated balance sheet and statements of income and cash flows (i) as GAAP audited consolidated balance sheets and related statements of and for the fiscal year ended 2012income, reported on by independent public accountants acceptable to the Administrative Agent. Such financial statements present fairly the financial position and results of operations changes in equity and cash flows of Open Text for the Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments. (a) Neither the Parent nor any of its Subsidiaries or the Greens Creek Joint Venture has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the three most recent financial statements delivered fiscal years, ended at least 90 days prior to the Administrative Agent Effective Date; and (ii) GAAP unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of Open Text for each subsequent fiscal quarter after June 30, 2022 ended at least 45 days before the Effective Date; provided that for purposes of this Section 5.01(6), Open Text shall be deemed to have furnished such finaical statements to the Lenders so long as such financials are included in Open Text’s Form 10-K,10-Q, 8-K or in other filing, as applicable, filed with the notes thereto other than those liabilities not required under GAAP Securities and Exchange Commission. Except as otherwise publicly disclosed prior to be provided for the Effective Date, since June 30, 2022, there has been no event, development or disclosed in the most recently delivered financial statements or notes thereto, those liabilities circumstance of which any Loan Party is aware that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since the date of the most recently delivered financial statements. No Material Adverse Effect has occurred since December 31, 2012, and no other facts or circumstances exist that have had or would reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. . All information (b) Except as including that disclosed in all financial statements) pertaining to the Loan Parties (other than projections) (the “Information”) that has been or will be made available to the Lenders or the Administrative Agent by Open Text is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any SEC filings, all balance sheets, all untrue statement of a material fact or omit to state a material fact necessary in order to make the statements of income and of cash flows and all other financial information contained therein not materially misleading in light of the Parent and its Subsidiaries furnished pursuant to Section 5.1 circumstances under which such statements are made. The projections that have been and or will for periods following be made available to the Effective Date Lenders or the Administrative Agent by Open Text have been or will be prepared in accordance with GAAP consistently applied with the financial statements referred to in Section 3.4(a), and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then endedgood faith based upon reasonable assumptions.

Financial Condition; No Material Adverse Effect. (a) The Parent has heretofore furnished to the Lenders its consolidated balance sheet sheets and statements of income income, retained earnings and cash flows (i) changes in financial position as of and for the fiscal year Fiscal Year ended 2012December 31, reported on 2003, certified by independent public accountants acceptable to the Administrative Agenta Responsible Officer. Such financial statements present fairly fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustmentsadjustments and the absence of footnotes. The Parent, the Borrower and the Subsidiaries do not have any material liabilities (contingent or otherwise) that are not reflected in such financial statements. (ab) Neither the Parent nor any of its Subsidiaries or the Greens Creek Joint Venture has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the most recent financial statements delivered to the Administrative Agent or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, those liabilities that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since the date of the most recently delivered financial statements. No Material Adverse Effect has occurred since Since December 31, 20122003, and there has been no other facts event, development or circumstances exist circumstance that have has had or would could reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. (bc) Except as disclosed All information (including the information contained in all financial statements) pertaining to the Parent, its Subsidiaries and any SEC filings, all balance sheets, all statements of income and of cash flows and all Unrestricted Subsidiary (other financial information than projections) that has been or will be made available to the Lenders or the Administrative Agent by the Parent or any representative of the Parent and its Subsidiaries furnished pursuant Subsidiaries, taken as a whole, is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to Section 5.1 state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made. The projections that have been and or will for periods following be made available to the Effective Date Lenders or the Administrative Agent by the Parent or the Borrower or any representative of the Parent or the Borrower have been or will be prepared in accordance with GAAP consistently applied with the financial statements referred to in Section 3.4(a), and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then endedgood faith based upon assumptions that were reasonable when made.

Financial Condition; No Material Adverse Effect. (a) The Parent Borrower has heretofore furnished to the Lenders its the consolidated balance sheet and financial statements of income and cash flows (i) the Borrower as of and for the fiscal year Fiscal Years ended 2012December 31, 2016 and December 31, 2017, reported on by independent public accountants acceptable to the Administrative Agentits auditors. Such financial statements present fairly fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries Borrower as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments. (ab) Neither the Parent nor any of its Subsidiaries or the Greens Creek Joint Venture has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the most recent financial statements delivered to the Administrative Agent or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, those liabilities that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since Since the date of the most recently delivered recent audited financial statements. No Material Adverse Effect statements referenced in Section 3.1(4)(a), there has occurred since December 31been no event, 2012, and no other facts development or circumstances exist circumstance that have has had or would could reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. (bc) Except as All information (including that disclosed in all financial statements) pertaining to the Borrower and its Material Subsidiaries (other than projections) that has been or will be made available to the Lenders, the Administrative Agent or the Joint Lead Arrangers by the Borrower or any SEC filings, all balance sheets, all statements of income and of cash flows and all other financial information representative of the Parent Borrower, taken as a whole, is or will be, when furnished, complete and its Subsidiaries furnished pursuant correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to Section 5.1 state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made. (d) The Projections (i) have been prepared by the Borrower in good faith, (ii) are based on assumptions believed by the Borrower to be reasonable, (iii) to the Borrower’s knowledge, are based on the best information available to the Borrower as of the date of delivery thereof, (iv) accurately reflect all adjustments required to be made to give effect to the Transactions, and will for periods following (v) present fairly on a pro forma basis the estimated consolidated financial position of the Borrower, assuming that the Transactions had actually occurred on the Effective Date Date. It is agreed that projections are not to be prepared in accordance with GAAP consistently applied with the financial statements referred to in Section 3.4(a)viewed as facts, that actual results may differ from projections and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then endedsuch differences may be material.

Financial Condition; No Material Adverse Effect. (a) The Parent Borrower has heretofore furnished to the Lenders its (i) the Borrower’s unaudited consolidated balance sheet and related statements of income or operations, owners’ equity and cash flows (i) as of the end of and for the fiscal year ended 2012quarter ending March 31, reported on 2018, certified by independent public accountants acceptable to the Administrative Agent. Such its chief financial statements present fairly the financial position officer as having been prepared in good faith based upon reasonable assumptions and results of operations and cash flows (ii) a pro forma unaudited consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as of such dates the Effective Date and for such periods a pro forma statement of capitalization of the Borrower, after giving effect to the making of the initial Loans hereunder, the application of the proceeds thereof and to the Transactions contemplated to occur on the Effective Date, certified by its chief financial officer as having been prepared in accordance with GAAPgood faith based upon reasonable assumptions (collectively, subject to year-end audit adjustmentsthe “Financial Statements”). (ab) Neither the Parent nor any of its Subsidiaries or the Greens Creek Joint Venture has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the most recent financial statements delivered to the Administrative Agent or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, those liabilities that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since the date of the most recently delivered financial statements. No Material Adverse Effect has occurred since Since December 31, 20122017, and there has been no other facts event, development or circumstances exist circumstance that have has had or would could reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. (bc) Except as disclosed set forth on Schedule 7.04(c) or as referred to or reflected or provided for in the Financial Statements, neither the Borrower nor any SEC filingsof its Consolidated Subsidiaries has, all balance sheets, all statements of income and of cash flows and all other financial information of the Parent and its Subsidiaries furnished pursuant to Section 5.1 have been and will for periods following on the Effective Date be after giving effect to the Transactions on such date, any Material Indebtedness (including Disqualified Capital Stock), other material liabilities, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments. (d) The projections regarding the financial performance of the Borrower and its Consolidated Subsidiaries furnished to the Lenders have been prepared in accordance with GAAP consistently applied with good faith by the financial statements referred Borrower and based upon assumptions believed by the Borrower to in Section 3.4(a), and do or will present fairly the consolidated financial condition of the Persons covered thereby as be reasonable at the dates thereof time such projections were provided (and on the Effective Date in the case of forecasts provided prior to the Effective Date) (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that actual results of their operations for during the periods then endedperiod(s) covered by such projections may differ from the projected results and that such differences may be material and that neither the Borrower nor any other Relevant Party makes any representation that such projections will be realized).

Financial Condition; No Material Adverse Effect. (a) The Parent Open Text has heretofore furnished to the Lenders (i) its consolidated balance sheet and sheets, statements of income operations and cash flows flow statements and (iii) the consolidated balance sheets, statements of operations and cash flow statements of Open Text, each on a consolidated basis, in each case (x) as of and for the fiscal year Fiscal Years ended 20122008, 2009 and 2010, (and reported on by independent public accountants acceptable to its auditors in the Administrative Agentcase of the financial statements of Open Text), and (y) as of and for the Fiscal Quarter and the portion of the Fiscal Year ended March 31, 2011, certified by a Responsible Officer. Such financial statements present fairly fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Parent Open Text and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments. (a) Neither adjustments and the Parent nor any absence of its Subsidiaries or the Greens Creek Joint Venture has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed footnotes in the most recent financial case of the statements delivered referred to in clause (y) above. Except as otherwise publicly disclosed prior to the Administrative Agent Closing Date, since June 30, 2010, there has been no event, development or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, those liabilities circumstance of which any Loan Party is aware that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since the date of the most recently delivered financial statements. No Material Adverse Effect has occurred since December 31, 2012, and no other facts or circumstances exist that have had or would reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. . All information (b) Except as including that disclosed in all financial statements) pertaining to the Loan Parties (other than projections) (the “Information”) that has been or will be made available to the Lenders or the Administrative Agent by Open Text is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any SEC filings, all balance sheets, all untrue statement of a material fact or omit to state a material fact necessary in order to make the statements of income and of cash flows and all other financial information contained therein not materially misleading in light of the Parent and its Subsidiaries furnished pursuant to Section 5.1 circumstances under which such statements are made. The projections that have been and or will for periods following be made available to the Effective Date Lenders or the Administrative Agent by Open Text have been or will be prepared in accordance with GAAP consistently applied with the financial statements referred to in Section 3.4(a), and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then endedgood faith based upon reasonable assumptions.

Financial Condition; No Material Adverse Effect. (a) The Parent Open Text has heretofore furnished to the Lenders (i) its consolidated balance sheet and sheets, statements of income operations and cash flows flow statements and (iii) the consolidated balance sheets, statements of operations and cash flow statements of Open Text and the Target, each on a consolidated basis, in each case (x) as of and for the fiscal year Fiscal Years ended 20122003, 2004 and 2005, (and reported on by independent public accountants acceptable to its auditors in the Administrative Agentcase of the financial statements of Open Text), and (y) as of and for the Fiscal Quarter and the portion of the Fiscal Year ended March 31, 2006, certified by a Responsible Officer. Such financial statements present fairly fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Parent Open Text and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments. (a) Neither adjustments and the Parent nor any absence of its Subsidiaries or the Greens Creek Joint Venture has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed footnotes in the most recent financial case of the statements delivered referred to in clause (y) above. Except as otherwise publicly disclosed prior to the Administrative Agent Closing Date, since June 30, 2005, there has been no event, development or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, those liabilities circumstance of which any Loan Party is aware that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since the date of the most recently delivered financial statements. No Material Adverse Effect has occurred since December 31, 2012, and no other facts or circumstances exist that have had or would reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. . All information (b) Except as including that disclosed in all financial statements) pertaining to the Loan Parties (other than projections) (the “Information”) that has been or will be made available to the Lenders or the Administrative Agent by Open Text is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any SEC filings, all balance sheets, all untrue statement of a material fact or omit to state a material fact necessary in order to make the statements of income and of cash flows and all other financial information contained therein not materially misleading in light of the Parent and its Subsidiaries furnished pursuant to Section 5.1 circumstances under which such statements are made. The projections that have been and or will for periods following be made available to the Effective Date Lenders or the Administrative Agent by Open Text have been or will be prepared in accordance with GAAP consistently applied with the financial statements referred to in Section 3.4(a), and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then endedgood faith based upon reasonable assumptions.

Financial Condition; No Material Adverse Effect. (a) The Parent Open Text has heretofore furnished to the Lenders its consolidated balance sheet and statements of income and cash flows (i) as GAAP audited consolidated balance sheets and related statements of and for the fiscal year ended 2012income, reported on by independent public accountants acceptable to the Administrative Agent. Such financial statements present fairly the financial position and results of operations changes in equity and cash flows of Open Text for the Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments. (a) Neither the Parent nor any of its Subsidiaries or the Greens Creek Joint Venture has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the three most recent fiscal years ended at least 90 days prior to the Effective Date; and (ii) GAAP unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of Open Text for each subsequent fiscal quarter after June 30, 2017, ended at least 45 days before the Effective Date; provided that for purposes of this Section Section 6.01(6), Open Text shall be deemed to have furnished such financial statements delivered to the Administrative Agent Lenders so long as such financials are included in Open Text’s Form 10-K, 10-Q or in other filing, as applicable, filed with the notes thereto other than those liabilities not required under GAAP Securities and Exchange Commission. Except as otherwise publicly disclosed prior to be provided for the Effective Date, since June 30, 2017, there has been no event, development or disclosed in the most recently delivered financial statements or notes thereto, those liabilities circumstance of which any Loan Party is aware that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since the date of the most recently delivered financial statements. No Material Adverse Effect has occurred since December 31, 2012, and no other facts or circumstances exist that have had or would reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. All information (including that disclosed in all financial statements) pertaining to the Loan Parties (other than projections) (the “Information”) that has been or will be made available to the Lenders or the Administrative Agent by Open Text is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made. The projections that have been or will be made available to the Lenders or the Administrative Agent by Open Text have been or will be prepared in good faith based upon reasonable assumptions. (b) Except as disclosed in any SEC filings, all balance sheets, all statements of income and of cash flows and all other financial information As of the Parent Closing Date, the information included in the Beneficial Ownership Certification is true and its Subsidiaries furnished pursuant to Section 5.1 have been and will for periods following the Effective Date be prepared correct in accordance with GAAP consistently applied with the financial statements referred to in Section 3.4(a), and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then endedall material respects.

Financial Condition; No Material Adverse Effect. (a) The Parent Borrower has heretofore furnished to the Lenders its the consolidated balance sheet sheets and statements of income income, retained earnings and cash flows changes in financial position of the Borrower (i) as of and for the fiscal year Fiscal Years ended 2012December 31st 2016, 2015 and 2014, reported on by independent public accountants acceptable to its auditors, and (ii) as of and for the Administrative AgentFiscal Quarter and the portion of the Fiscal Year ended September 30, 2017, certified by a Responsible Officer of the Borrower. Such financial statements present fairly fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries Borrower as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustmentsadjustments and the absence of footnotes in the case of the statements referred to in Section 3.1(4)(a)(ii). (ab) Neither the Parent nor any of its Subsidiaries or the Greens Creek Joint Venture has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the most recent financial statements delivered to the Administrative Agent or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, those liabilities that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since the date of the most recently delivered financial statements. No Material Adverse Effect has occurred since Since December 31, 20122016, and there has been no other facts event, development or circumstances exist circumstance that have has had or would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (bc) Except as All written or formally presented information (including that disclosed in all financial statements) pertaining to the Credit Parties (other than projections) that has been or will be made available to the Lenders, the Administrative Agent or the Co-Lead Arrangers by the Borrower or any SEC filings, all balance sheets, all statements of income and of cash flows and all other financial information representative of the Parent Credit Parties, taken as a whole, is or will be, when furnished, complete and its Subsidiaries furnished pursuant correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to Section 5.1 state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made. The projections that have been and or will for periods following be made available to the Effective Date Lenders, the Administrative Agent or the Co-Lead Arrangers by the Borrower or any representative of the Borrower have been or will be prepared in accordance with GAAP consistently applied with the financial statements referred to in Section 3.4(a), and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then endedgood faith based upon reasonable assumptions.

Financial Condition; No Material Adverse Effect. (a) The Parent CPC has heretofore furnished to the Lenders its consolidated balance sheet sheets and statements of income income, retained earnings and cash flows changes in financial position (i) as of and for the fiscal year Fiscal Years ended 2012December 31, 2007 and December 31, 2006, reported on by independent public accountants acceptable to its auditors, (ii) as of and for the Administrative AgentFiscal Quarter Ended March 31, 2008, and (iii) as of and for the fiscal month and the portion of the Fiscal Year ended May 31, 2008, in each case, certified by a Responsible Officer. Such financial statements present fairly fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries CPC as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustmentsadjustments and quarterly adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (ab) Neither the Parent nor any of its Subsidiaries or the Greens Creek Joint Venture has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the most recent financial statements delivered to the Administrative Agent or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, those liabilities that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since the date of the most recently delivered financial statements. No Material Adverse Effect has occurred since Since December 31, 20122007, and there has been no other facts event, development or circumstances exist circumstance that have has had or would could reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. (bc) Except as All information (including that disclosed in all financial statements) pertaining to the Credit Parties (other than projections) (in this Section 3.4(c), the “Information”) that has been or will be made available to the Lenders, or the Agent by CPC or any SEC filingsrepresentative of CPC and the other Credit Parties, taken as a whole, is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material misstatement of any fact and, taken as a whole, does not and will not omit to state any material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements have been or will be made. The projections that have been or will be made available to the Lenders, or the Agent by CPC or any representative of CPC have been or will be prepared in good faith based upon reasonable assumptions. (d) CPC has delivered to the Lenders its unaudited pro forma consolidated balance sheets, all sheet and statements of income and as of cash flows and all July 31, 2008, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial information statements, on the first day of the Parent and its Subsidiaries furnished pursuant to Section 5.1 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by CPC , are based on assumptions which are believed by CPC on the date hereof and will for periods following on the Effective Date to be prepared in accordance with GAAP consistently applied with reasonable, are based on the financial statements referred best information available to in Section 3.4(a)CPC as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and do or will present fairly on a pro forma basis the estimated consolidated financial condition position of CPC and its consolidated Subsidiaries as of such date and for such period, assuming that the Persons covered thereby as Transactions had actually occurred at such date or at the dates thereof and beginning of such period, as the results of their operations for the periods then endedcase may be.

Financial Condition; No Material Adverse Effect. (a) The Parent Holdings has heretofore furnished to the Lenders its consolidated balance sheet and related statements of income income, stockholders' equity and cash flows (i) as of and for the fiscal year ended 2012November 1, 1998, reported on by KPMG, LLP, independent public accountants acceptable to accountants, (ii) as of and for the Administrative Agentfiscal quarter and the portion of the fiscal year ended January 31, 1999, certified by its chief financial officer, (iii) as of and for the fiscal quarter and the portion of the fiscal year ended April 30, 1999, certified by its chief financial officer. Such financial statements present fairly fairly, in all material respects, the financial position and results of operations and cash flows of the Parent Borrower and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments. (a) Neither adjustments and the Parent nor any absence of its Subsidiaries or the Greens Creek Joint Venture has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed footnotes in the most recent financial statements delivered to the Administrative Agent or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, those liabilities that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since the date case of the most recently delivered financial statements. No Material Adverse Effect has occurred since December 31, 2012, statements referred to in clauses (ii) and no other facts or circumstances exist that have had or would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect(iii) above. (b) Holdings has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of the end of the most recently completed fiscal quarter of Holdings and its subsidiaries ended after April 30, 1999, and that is at least 45 days prior to the Closing Date, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by Holdings and the Borrower to be reasonable), (ii) is based on the best information available to Holdings and the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of Holdings and its consolidated subsidiaries as of the end of the most recently completed fiscal quarter of Holdings ended after April 30, 1999, and that is at least 45 days prior to the Closing Date, as if the Transactions had occurred on such date. (c) Except as disclosed in any SEC filings, all balance sheets, all statements of income and of cash flows and all other financial information of the Parent and its Subsidiaries furnished pursuant to Section 5.1 have been and will for periods following the Effective Date be prepared in accordance with GAAP consistently applied with the financial statements referred to above or the notes thereto or in Section 3.4(athe Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of Holdings, the Borrower or the Subsidiaries has, as of the Closing Date, any material contingent liabilities, unusual long-term commitments or unrealized losses. (d) Since November 1, 1998, there has been no material adverse effect on the business, assets, liabilities (including, but not limited to, potential Environmental Liabilities, litigation liabilities and other contingent liabilities), and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the prospects, results of operations or condition (financial or otherwise) of Holdings, the Borrower and their operations for the periods then endedrespective subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Effect. (a) The Parent Borrower has heretofore furnished to the Lenders its consolidated a balance sheet and statements of income income, stockholders’ equity and cash flows (i) of the Parent and its Subsidiaries on a Consolidated basis as of and for the fiscal year ended 20122022, reported audited on by independent public accountants acceptable to the Administrative Agentaccountants. Such financial statements were prepared in accordance with IFRS consistently applied, present fairly the financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries on a Consolidated basis as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustmentsperiods. (ab) Neither the Parent nor any of its Subsidiaries or the Greens Creek Joint Venture No Loan Party has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the most recent financial statements delivered referred to the Administrative Agent in Section 3.4(a) or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, those liabilities that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since the date of the most recently delivered financial statements. No Material Adverse Effect has occurred since December 31, 2012, 2022 and no other facts or circumstances exist nor has any development or event occurred that have has had or would could reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectEffect (other than the Disclosed Matters, but only to the extent amounts paid in respect of any or all Disclosed Matters do not exceed in the aggregate $5,000,000). (bc) Except as disclosed in any SEC filings, all All balance sheets, all statements of income and of cash flows and all other financial information of the Parent and its Subsidiaries furnished pursuant to Section 5.1 have been and will for periods following the Effective Date be prepared in accordance with GAAP IFRS consistently applied with the financial statements referred to in Section 3.4(a)applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby on a Consolidated basis as at the dates thereof and the results of their operations for the periods then ended. (d) The forecasted balance sheet and statements of income and cash flows of the Parent and its Subsidiaries delivered pursuant to Section 5.1(d) were prepared on a Consolidated basis 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 Parent’s reasonable estimate of its future financial condition and performance, it being understood that such forecasts (i) are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, that no assurance can be given that any particular projections will be realized, the actual results may differ and that such differences may be material and (ii) are not a guarantee of performance.

Financial Condition; No Material Adverse Effect. (a) The Parent Borrower has heretofore furnished to the Lenders its the consolidated balance sheet sheets and statements of income income, retained earnings and cash flows changes in financial position of the Borrower (i) as of and for the fiscal year Fiscal Years ended 2012December 31, 2017 and December 31, 2016, reported on by independent public accountants acceptable to its auditors, and (ii) as of and for the Administrative AgentFiscal Quarter and the portion of the Fiscal Year ended September 30, 2018, certified by a Responsible Officer of the Borrower. Such financial statements present fairly fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries Borrower as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustmentsadjustments and the absence of footnotes in the case of the statements referred to in Section 3.1(4)(a)(ii). (ab) Neither the Parent nor any of its Subsidiaries Since September 30, 2018, there has been no event, development or the Greens Creek Joint Venture circumstance that has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the most recent financial statements delivered to the Administrative Agent or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, those liabilities that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since the date of the most recently delivered financial statements. No Material Adverse Effect has occurred since December 31, 2012, and no other facts or circumstances exist that have had or would could reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. (bc) Except as All information (including that disclosed in all financial statements) pertaining to the Obligors (other than projections) that has been or will be made available to the Lenders, the Administrative Agent or the Joint Lead Arrangers by the Borrower or any SEC filings, all balance sheets, all statements of income and of cash flows and all other financial information representative of the Parent Obligors, taken as a whole, is or will be, when furnished, complete and its Subsidiaries furnished pursuant correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to Section 5.1 state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made. The projections, forecasts and budgets that have been and or will for periods following be made available to the Effective Date Lenders, the Administrative Agent or the Joint Lead Arrangers by the Borrower or any representative of the Borrower have been or will be prepared in accordance with GAAP consistently applied with good faith based upon assumptions which, at the financial statements referred to in Section 3.4(a)time of preparation and delivery, are reasonable, and do there are no statements or will present fairly conclusions in such projections, forecasts, or budgets which are based upon or include information, which, at the consolidated financial condition time of preparation and delivery, was or is known to the Borrower to be misleading in any material respect or which fail to take into account material information known to the Borrower at such time regarding the matters reported therein. The Borrower believes that, at the time of preparation and delivery, the forecasts and budgets provided by or on behalf of the Persons Borrower to the Administrative Agent were or are reasonable and attainable, it being recognized that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered thereby as at by such forecasts and budgets may differ from the dates thereof projected results included in such forecasts and the results of their operations for the periods then endedbudgets and such differences may be material.

Financial Condition; No Material Adverse Effect. (a) The Parent has heretofore furnished to the Lenders its consolidated balance sheet and statements of income and cash flows (i) as of and for the fiscal year Fiscal Year ended 20122021, reported on by independent public accountants acceptable to the Administrative AgentAgent and (ii) as of and for the Fiscal Quarter ended March 31, 2022. Such financial statements present fairly the financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP except as otherwise expressly noted therein, subject and subject, in the case of unaudited financial statements, to the absence of footnotes and to year-end audit adjustments. (ab) Neither the Parent nor any of its Subsidiaries or Subsidiaries, nor the Greens Creek Joint Venture Venture, has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the most recent financial statements delivered to the Administrative Agent or in the notes thereto other than (i) those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, (ii) those liabilities that have been disclosed in public filings made with the Disclosure Schedules and SEC, (iii) liabilities in the ordinary course of business since the date of the most recently delivered financial statementsstatements and (iv) liabilities that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No Material Adverse Effect has occurred since December 31, 20122023, and no other facts or circumstances exist that have had or would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (bc) Except as disclosed in any SEC filings, all balance sheets, all statements of income and of cash flows and all other financial information of the Parent and its Subsidiaries furnished pursuant to Section 5.1 6.01 have been and will for periods following the Effective Closing Date be prepared in accordance with GAAP consistently applied with the financial statements referred to in Section 3.4(a5.04(a), and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then ended.

Financial Condition; No Material Adverse Effect. (a) The Parent Borrower has heretofore furnished to the Lenders its consolidated balance sheet sheets and statements of income income, retained earnings and cash flows changes in financial position (i) as of and for the fiscal year Fiscal Years ended 2012August 31, 2006, August 31, 2007 and August 31, 2008, reported on by independent public accountants acceptable to its auditors, and (ii) as of and for the Administrative Agentfiscal month and the portion of the Fiscal Year ended February 28, 2009, certified by a Responsible Officer. Such financial statements present fairly fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries Borrower as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments. (a) Neither adjustments and the Parent nor any absence of its Subsidiaries or the Greens Creek Joint Venture has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed footnotes in the most recent financial statements delivered to the Administrative Agent or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, those liabilities that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since the date case of the most recently delivered financial statements. No Material Adverse Effect has occurred since December 31, 2012, and no other facts or circumstances exist that have had or would reasonably be expected, individually or statements referred to in the aggregate, to have a Material Adverse Effectclause (ii) above. (b) Except as All information (including that disclosed in all financial statements) pertaining to the Borrower and the other Credit Parties (other than projections) (in this Section 3.4(c), the “Information”) that has been or will be made available to the Lenders, or the Agent by the Borrower or any SEC filings, all balance sheets, all statements of income and of cash flows and all other financial information representative of the Parent Borrower and its Subsidiaries furnished pursuant the other Credit Parties, taken as a whole, is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to Section 5.1 state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made. The projections that have been or will be made available to the Lenders, or the Agent by the Borrower or any representative of the Borrower have been or will be prepared in good faith based upon reasonable assumptions. (c) The Borrower has delivered to the Lenders a weekly cash flow forecast for the period ending December 31, 2009. Such weekly cash flow forecast has been prepared in good faith by the Borrower, are based on assumptions which are believed by the Borrower on the date hereof and will for periods following on the Effective Date to be prepared in accordance with GAAP consistently applied with reasonable, are based on the financial statements referred best information available to in Section 3.4(a), and do or will present fairly the consolidated financial condition Borrower as of the Persons covered thereby as at the dates thereof and the results date of their operations for the periods then endeddelivery thereof.

Financial Condition; No Material Adverse Effect. (a) The Parent THI has heretofore furnished to the Lenders its the consolidated balance sheet sheets and statements of income income, retained earnings and cash flows changes in financial position of THI (i) as of and for the fiscal year Fiscal Years ended 2012December 28, 2003 and January 2, 2005 reported on by independent public accountants acceptable to its auditors and (ii) the Administrative Agentunaudited financial statements in respect of THI as of and for the Fiscal Year ended January 1, 2006. Such financial statements present fairly fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries THI as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustmentsadjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (ab) Neither As of the Parent nor any of its Subsidiaries or the Greens Creek Joint Venture has any material liabilitiesClosing Date, contingent or otherwise, or forward or long-term commitments that are not disclosed in the most recent financial statements delivered to the Administrative Agent or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, those liabilities that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since the date of the most recently recent audited consolidated financial statements of THI delivered financial statements. No Material Adverse Effect to the Lenders prior to the Closing Date, there has occurred since December 31been no event, 2012development or circumstance that, and no other facts or circumstances exist that have taken as a whole, has had or would could reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. (bc) Except as All written information (including that disclosed in all financial statements) pertaining to the Credit Parties (other than projections) (in this Section 3.4(c), the “Information”) that has been or will be made available to any SEC filingsLender by the Borrower and THI, all balance sheetstaken as a whole, all statements of income and of cash flows and all other financial information is or will be, as of the Parent date furnished, complete and its Subsidiaries furnished pursuant correct in all material respects and does not or will not, as of the date furnished, contain any untrue statement of a material fact or omit to Section 5.1 state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made. The projections that have been and or will for periods following be made available to the Effective Date Lenders or any Lender by the Borrower or THI in connection with the Transactions have been or will be prepared in accordance with GAAP consistently applied with the financial statements referred to in Section 3.4(a), and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then endedgood faith based upon reasonable assumptions.

Financial Condition; No Material Adverse Effect. (a) The Parent U.S. Borrower has heretofore furnished to the Lenders its the consolidated balance sheet sheets and statements of income income, retained earnings and cash flows changes in financial position of the U.S. Borrower (i) as of and for the fiscal year Fiscal Years ended 2012December 28, 2003, and January 2, 2005, reported on by independent public accountants acceptable to its auditors, and (ii) the Administrative Agentunaudited financial statements in respect of the U.S. Borrower as of and for the Fiscal Year ended January 1, 2006. Such financial statements present fairly fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries U.S. Borrower as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustmentsadjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (ab) Neither As of the Parent nor any of its Subsidiaries or the Greens Creek Joint Venture has any material liabilitiesClosing Date, contingent or otherwise, or forward or long-term commitments that are not disclosed in the most recent financial statements delivered to the Administrative Agent or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, those liabilities that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since the date of the most recently recent audited consolidated financial statements of the U.S. Borrower delivered financial statements. No Material Adverse Effect to the Lenders prior to the Closing Date, there has occurred since December 31been no event, 2012development or circumstance that, and no other facts or circumstances exist that have taken as a whole, has had or would could reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. (bc) Except as All written information (including that disclosed in all financial statements) pertaining to the Credit Parties (other than projections) (in this Section 3.4(c), the “Information”) that has been or will be made available to the Lenders or any SEC filingsAdministrative Agent by either Borrower, all balance sheetstaken as a whole, all statements of income and of cash flows and all other financial information is or will be, as of the Parent date furnished, complete and its Subsidiaries furnished pursuant correct in all material respects and does not or will not, as of the date furnished, contain any untrue statement of a material fact or omit to Section 5.1 state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made. The projections that have been and or will for periods following be made available to the Effective Date Lenders or any Administrative Agent by either Borrower have been or will be prepared in accordance with GAAP consistently applied with the financial statements referred to in Section 3.4(a), and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then endedgood faith based upon reasonable assumptions.

Financial Condition; No Material Adverse Effect. (a) The Parent Borrower has heretofore furnished to the Lenders its (i) the audited consolidated and consolidating balance sheet sheets and related statements of income income, stockholder's equity and cash flows (i) as of and Parent for the 2002 fiscal year ended 2012year, reported on in each case prepared by independent public accountants a nationally recognized accounting firm reasonably acceptable to the Administrative Agent, and (ii) the unaudited consolidated and consolidating balance sheets and related statements of income, stockholder's equity and cash flows of Parent for each subsequent fiscal quarter ended at least 45 days before the Effective Date. Such financial statements present fairly fairly, in all material respects, the financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments. (a) Neither adjustments and the Parent nor any absence of its Subsidiaries or the Greens Creek Joint Venture has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed footnotes in the most recent financial statements delivered to the Administrative Agent or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, those liabilities that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since the date case of the most recently delivered financial statements. No Material Adverse Effect has occurred since December 31, 2012, and no other facts or circumstances exist that have had or would reasonably be expected, individually or statements referred to in the aggregate, to have a Material Adverse Effectclause (ii) above. (b) The Borrower has heretofore furnished to the Lenders the pro forma consolidated balance sheet of Parent as of the Effective Date, after giving effect to the Transactions. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by Parent and the Borrower to be reasonable), (ii) is based on the best information available to Parent and the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of Parent and its consolidated subsidiaries as of such date. (c) Except as disclosed in any SEC filings, all balance sheets, all statements of income and of cash flows and all other financial information of the Parent and its Subsidiaries furnished pursuant to Section 5.1 have been and will for periods following the Effective Date be prepared in accordance with GAAP consistently applied with the financial statements referred to above or the notes thereto or in Section 3.4(a)the Information Memorandum and except for the Disclosed Matters, and do after giving effect to the Transactions, none of Parent, the Borrower or will present fairly the consolidated Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses. (d) Since December 31, 2002, there has been no material adverse effect on the business, assets, results of operations, properties or financial condition of the Persons covered thereby Parent and its subsidiaries, taken as at the dates thereof and the results of their operations for the periods then endeda whole.

Financial Condition; No Material Adverse Effect. (a) The Parent Borrower has heretofore furnished to the Lenders its the consolidated balance sheet sheets and statements of income income, retained earnings and cash flows changes in financial position of the Borrower st (i) as of and for the fiscal year Fiscal Years ended December 31 2014, 2013 and 2012, reported on by independent public accountants acceptable to its auditors, and (ii) as of and for the Administrative AgentFiscal Quarter and the portion of the Fiscal Year ended March 31, 2015, certified by a Responsible Officer of the Borrower. Such financial statements present fairly fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries Borrower as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustmentsadjustments and the absence of footnotes in the case of the statements referred to in Section 3.1(4)(a)(ii). (ab) Neither the Parent nor any of its Subsidiaries or the Greens Creek Joint Venture has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the most recent financial statements delivered to the Administrative Agent or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, those liabilities that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since the date of the most recently delivered financial statements. No Material Adverse Effect has occurred since Since December 31, 20122014, there has been no event, development or circumstance that has had a Material Adverse Effect. For certainty, the parties hereto acknowledge and no other facts or circumstances exist agree that have had or would reasonably be expected(i) the acquisition of the Rio Alto Guarantors and related subsidiaries and (ii) the secondary offering of the Equity Securities of the Borrower completed on June 30, individually or 2015 has not resulted in the aggregate, to have a Material Adverse Effect. (bc) Except as All written or formally presented information (including that disclosed in all financial statements) pertaining to the Credit Parties (other than projections) that has been or will be made available to the Lenders, the Administrative Agent or the Co-Lead Arrangers by the Borrower or any SEC filings, all balance sheets, all statements of income and of cash flows and all other financial information representative of the Parent Credit Parties, taken as a whole, is or will be, when furnished, complete and its Subsidiaries furnished pursuant correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to Section 5.1 state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made. The projections that have been and or will for periods following be made available to the Effective Date Lenders, the Administrative Agent or the Co-Lead Arrangers by the Borrower or any representative of the Borrower have been or will be prepared in accordance with GAAP consistently applied with the financial statements referred to in Section 3.4(a), and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then endedgood faith based upon reasonable assumptions.

Financial Condition; No Material Adverse Effect. (a) The Parent has heretofore furnished to the Lenders its consolidated balance sheet and statements of income and cash flows (i) as of and for the fiscal year ended 20122017, reported on by independent public accountants acceptable to the Administrative Agent. Such financial statements present fairly the financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments. (ab) Neither the Parent nor any of its Subsidiaries Subsidiaries, or the Greens Creek Joint Venture has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the most recent financial statements delivered to the Administrative Agent or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, those liabilities that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since the date of the most recently delivered financial statements. No Material Adverse Effect has occurred since December 31, 20122017, and no other facts or circumstances exist that have had or would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (bc) Except as disclosed in any SEC filings, all balance sheets, all statements of income and of cash flows and all other financial information of the Parent and its Subsidiaries furnished pursuant to Section 5.1 have been and will for periods following the Effective Date be prepared in accordance with GAAP consistently applied with the financial statements referred to in Section 3.4(a), and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then ended.

Financial Condition; No Material Adverse Effect. (a) The Parent Borrower has heretofore furnished to the Lenders its the consolidated balance sheet sheets and statements of income income, retained earnings and cash flows changes in financial position of the Borrower (i) as of and for the fiscal year Fiscal Years ended 20122020, 2021 and 2022 reported on by independent public accountants acceptable to its auditors, and (ii) as of and for the Administrative AgentFiscal Quarter and the portion of the Fiscal Year ended March 31, 2023, certified by a Responsible Officer of the Borrower. Such financial statements present fairly fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries Borrower as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustmentsadjustments and the absence of footnotes in the case of the statements referred to in Section 3.1(4)(a)(ii). (ab) Neither the Parent nor any of its Subsidiaries or the Greens Creek Joint Venture has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the most recent financial statements delivered to the Administrative Agent or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, those liabilities that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since the date of the most recently delivered financial statements. No Material Adverse Effect has occurred since Since December 31, 20122014, and there has been no other facts event, development or circumstances exist circumstance that have has had or would could reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. (bc) Except as All information (including that disclosed in all financial statements) pertaining to the Credit Parties (other than projections) that has been or will be made available to the Lenders, the Administrative Agent, the Co-Lead Arrangers, the Joint Bookrunners or the Co-Syndication Agents by the Borrower or any SEC filings, all balance sheets, all statements of income and of cash flows and all other financial information representative of the Parent Credit Parties, taken as a whole, is or will be, when furnished, complete and its Subsidiaries furnished pursuant correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to Section 5.1 state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made. The projections that have been and or will for periods following be made available to the Effective Date Lenders, the Administrative Agent, the Co-Lead Arrangers, the Joint Bookrunners or the Co-Syndication Agents by the Borrower or any representative of the Borrower have been or will be prepared in accordance with GAAP consistently applied with the financial statements referred to in Section 3.4(a), and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then endedgood faith based upon reasonable assumptions.

Financial Condition; No Material Adverse Effect. (a) The Parent Borrower has heretofore furnished to the Lenders its the consolidated balance sheet sheets and statements of income income, retained earnings and cash flows changes in financial position of the Borrower (i) as of and for the fiscal year Fiscal Years ended 2012December 31st 2016, 2015 and 2014, reported on by independent public accountants acceptable to its auditors, and (ii) as of and for the Administrative AgentFiscal Quarter and the portion of the Fiscal Year ended March 31, 2017, certified by a Responsible Officer of the Borrower. Such financial statements present fairly fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries Borrower as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustmentsadjustments and the absence of footnotes in the case of the statements referred to in Section 3.1(4)(a)(ii). (ab) Neither the Parent nor any of its Subsidiaries or the Greens Creek Joint Venture has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the most recent financial statements delivered to the Administrative Agent or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, those liabilities that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since the date of the most recently delivered financial statements. No Material Adverse Effect has occurred since Since December 31, 20122016, and there has been no other facts event, development or circumstances exist circumstance that have has had or would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (bc) Except as All written or formally presented information (including that disclosed in all financial statements) pertaining to the Credit Parties (other than projections) that has been or will be made available to the Lenders, the Administrative Agent or the Co-Lead Arrangers by the Borrower or any SEC filings, all balance sheets, all statements of income and of cash flows and all other financial information representative of the Parent Credit Parties, taken as a whole, is or will be, when furnished, complete and its Subsidiaries furnished pursuant correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to Section 5.1 state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made. The projections that have been and or will for periods following be made available to the Effective Date Lenders, the Administrative Agent or the Co-Lead Arrangers by the Borrower or any representative of the Borrower have been or will be prepared in accordance with GAAP consistently applied with the financial statements referred to in Section 3.4(a), and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then endedgood faith based upon reasonable assumptions.

Financial Condition; No Material Adverse Effect. (a) The Parent Universal Security Instruments, Inc. has heretofore furnished to the Lenders Lender its consolidated balance sheet sheets and statements of income income, retained earnings and cash flows changes in financial position (i) as of and for the its fiscal year years ended 2012March 31, 2005, March 31, 2006 and March 31, 2007, reported on by independent public accountants acceptable to the Administrative Agentits auditors. Such financial statements present fairly fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries Borrower as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustmentsadjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. The Borrower has furnished to the Lender its 12 month projection of monthly balance sheets, income statements and cash flow projections in respect of the 12 month period following the Effective Date. (ab) Neither the Parent nor any of its Subsidiaries or the Greens Creek Joint Venture has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the most recent financial statements delivered to the Administrative Agent or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, those liabilities that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since the date of the most recently delivered financial statements. No Material Adverse Effect has occurred since December Since March 31, 20122007, and there has been no other facts event, development or circumstances exist circumstance that have has had or would could reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. (bc) Except as All information (including that disclosed in any SEC filings, all balance sheets, all statements of income and of cash flows and all other financial information of statements) pertaining to the Parent Borrower and its Subsidiaries furnished pursuant (other than projections) (in this Section 3.4(c), the “Information”) that has been or will be made available to Section 5.1 the Lender by the Borrower or any representative of the Borrower and the other Credit Parties, taken as a whole, is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made. The projections that have been and or will for periods following be made available to the Effective Date Lender by the Borrower or any representative of the Borrower have been or will be prepared in accordance with GAAP consistently applied with the financial statements referred to in Section 3.4(a), and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then endedgood faith based upon reasonable assumptions.

Financial Condition; No Material Adverse Effect. (a) The Parent Company has heretofore furnished to the Lenders its consolidated balance sheet sheets and statements of income income, retained earnings and cash flows changes in financial position (i) as of and for the fiscal year Fiscal Year ended 2012December 31, 2011, reported on by independent public accountants acceptable to its auditors, (ii) as of and for the Administrative AgentFiscal Quarter Ended March 31, 2012, and (iii) as of and for the fiscal month and the portion of the Fiscal Year ended March 31, 2012 in each case, certified by a Financial Officer of the Company. Such financial statements present fairly fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries Company as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustmentsadjustments and quarterly adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (ab) Neither Since January 31, 2012 but excluding (i) the Parent nor any of its Subsidiaries or the Greens Creek Joint Venture has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the most recent financial statements delivered to the Administrative Agent or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, those liabilities that have been disclosed in the Disclosure Schedules commencement and liabilities in the ordinary course of business since the date existence of the most recently delivered financial statements. No Material Adverse Effect has occurred since December 31, 2012CCAA Proceedings, and (ii) the granting and existence of the CCAA Orders, there has been no other facts event, development or circumstances exist circumstance that have has had or would could reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. (bc) Except as All information (including that disclosed in all financial statements) pertaining to the Loan Parties (other than projections) (in this Section 3.04(c), the “Information”) that has been or will be made available to the Lenders, or the Administrative Agent by the Company or any SEC filingsrepresentative of the Company and the other Loan Parties, taken as a whole, is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material misstatement of any fact and, taken as a whole, does not and will not omit to state any material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements have been or will be made. The projections that have been or will be made available to the Lenders, or the Administrative Agent by the Company or any representative of the Company have been or will be prepared in good faith based upon reasonable assumptions. (d) The Company has delivered to the Lenders its unaudited pro forma consolidated balance sheets, all sheet and statements of income and as of cash flows and all March 31, 2012, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial information statements, on the first day of the Parent and its Subsidiaries furnished pursuant to Section 5.1 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Company, are based on assumptions which are believed by the Company on the date hereof and will for periods following on the Effective Date to be prepared in accordance with GAAP consistently applied with reasonable, are based on the financial statements referred best information available to in Section 3.4(a)the Company as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and do or will present fairly on a pro forma basis the estimated consolidated financial condition position of the Persons covered thereby Company and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the dates thereof and beginning of such period, as the results of their operations for the periods then endedcase may be.

Financial Condition; No Material Adverse Effect. (a) The Parent Borrower has heretofore furnished to the Lenders its consolidated balance sheet sheets and statements of income income, retained earnings and cash flows (i) changes in financial position as of and for the Fiscal Years ended December 31, 2008, December 31, 2009 and December 31, 2010, and as of and for the fiscal year month and the portion of the Fiscal Year ended 2012April 30, reported on by independent public accountants acceptable to the Administrative Agent2011. Such financial statements present fairly fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries Borrower as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustmentsadjustments and the absence of footnotes in the case of the monthly statements referred to above. (ab) Neither the Parent nor any of its Subsidiaries or the Greens Creek Joint Venture has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the most recent financial statements delivered to the Administrative Agent or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, those liabilities that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since the date of the most recently delivered financial statements. No Material Adverse Effect has occurred since Since December 31, 20122010, and there has been no other facts event, development or circumstances exist circumstance that have has had or would could reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. (bc) Except as All information (including that disclosed in all financial statements) pertaining to the Borrower and the other Credit Parties (other than projections) (in this Section 3.4(c), the “Information”) that has been or will be made available to the Lenders, or the Agent by the Borrower or any SEC filingsrepresentative of the Borrower and the other Credit Parties, taken as a whole, is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made. The projections that have been or will be made available to the Lenders, or the Agent by the Borrower or any representative of the Borrower have been or will be prepared in good faith based upon reasonable assumptions. (d) The Borrower has delivered to the Lenders its unaudited pro forma consolidated balance sheets, all sheet and statements of income and as of cash flows and all December 31, 2010, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial information statements, on the first day of the Parent and its Subsidiaries furnished pursuant to Section 5.1 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, are based on assumptions which are believed by the Borrower on the date hereof and will for periods following on the Effective Date to be prepared in accordance with GAAP consistently applied with reasonable, are based on the financial statements referred best information available to in Section 3.4(a)the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and do or will present fairly on a pro forma basis the estimated consolidated financial condition position of the Persons covered thereby Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the dates thereof and beginning of such period, as the results of their operations for the periods then endedcase may be.

Financial Condition; No Material Adverse Effect. (a) The Parent Borrower has heretofore furnished to the Lenders its the consolidated balance sheet sheets and statements of income income, retained earnings and cash flows changes in financial position of the Borrower (i) as of and for the fiscal year Fiscal Year ended 2012December 31, 2020, reported on by independent public accountants acceptable to its auditors, and (ii) as of and for the Administrative AgentFiscal Quarter and the portion of the Fiscal Year ended March 31, 2021, certified by a Responsible Officer of the Borrower. Such financial statements present fairly fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries Borrower as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustmentsadjustments and the absence of footnotes in the case of the statements referred to in Section 3.1(4)(a)(ii). (ab) Neither the Parent nor any of its Subsidiaries or the Greens Creek Joint Venture has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the most recent financial statements delivered to the Administrative Agent or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, those liabilities that have been disclosed in the Disclosure Schedules and liabilities in the ordinary course of business since the date of the most recently delivered financial statements. No Material Adverse Effect has occurred since Since December 31, 20122020, and there has been no other facts event, development or circumstances exist circumstance that have has had or would could reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. (bc) Except as All information (including that disclosed in all financial statements) pertaining to the Obligors (other than projections) that has been or will be made available to the Lenders, the Administrative Agent or the Joint Lead Arrangers by the Borrower or any SEC filings, all balance sheets, all statements of income and of cash flows and all other financial information representative of the Parent Obligors, taken as a whole, is or will be, when furnished, complete and its Subsidiaries furnished pursuant correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to Section 5.1 state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made. The projections, forecasts and budgets that have been and or will for periods following be made available to the Effective Date Lenders, the Administrative Agent or the Joint Lead Arrangers by the Borrower or any representative of the Borrower have been or will be prepared in accordance with GAAP consistently applied with good faith based upon assumptions which, at the financial statements referred to in Section 3.4(a)time of preparation and delivery, are reasonable, and do there are no statements or will present fairly conclusions in such projections, forecasts, or budgets which are based upon or include information, which, at the consolidated financial condition time of preparation and delivery, was or is known to the Borrower to be misleading in any material respect or which fail to take into account material information known to the Borrower at such time regarding the matters reported therein. The Borrower believes that, at the time of preparation and delivery, the forecasts and budgets provided by or on behalf of the Persons Borrower to the Administrative Agent were or are reasonable and attainable, it being recognized that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered thereby as at by such forecasts and budgets may differ from the dates thereof projected results included in such forecasts and the results of their operations for the periods then endedbudgets and such differences may be material.