Common use of Financial Statements; Financial Condition; Undisclosed Liabilities Clause in Contracts

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The audited consolidated balance sheet of the Borrower and its Subsidiaries at December 31, 2016 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the fiscal year of the Borrower ended on such date and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries at the end of the Quarter ended September 30, 2017 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the Fiscal Quarter then ended, in each case furnished to the Lenders prior to the Closing Date, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the date of said financial statements and the results for the respective periods covered thereby. All such financial statements have been prepared in accordance with U.S. GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (b) On and as of the Closing Date, and on the Term Loan Funding Date, after giving effect to the funding of Term Loans hereunder and the funding of the initial loans under the 364-Day Term Loan Agreement, (i) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and of the Borrower and its Subsidiaries (taken as a whole) will exceed its or their respective debts, (ii) the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (taken as a whole) has or have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iii) the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (taken as a whole) will have sufficient capital

Financial Statements; Financial Condition; Undisclosed Liabilities. Financial Projections. --------------------- (a) The audited consolidated balance sheet of the Borrower and its Subsidiaries at December 31, 2016 and the related consolidated statements of income operations and cash flows and changes in shareholders’ equity furnished to the Lender prior to the Funding Date fairly present the financial condition of the Borrower and its Subsidiaries for the fiscal year as of the Borrower ended on such date and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries at the end of the Quarter ended September 30, 2017 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the Fiscal Quarter then ended, in each case furnished to the Lenders prior to the Closing Date, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the date of said such financial statements and the results for the respective periods covered therebystatements. All such financial statements have been prepared in accordance with U.S. GAAP and practices consistently applied except to applied. Since the extent provided in the notes to said financial statements and subject, in the case date of the unaudited such financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or there has been no material adverse change in the aggregatebusiness, would be material) and operations, property, assets, liabilities, condition (financial or otherwise), prospects or affairs of the absence of footnotesBorrower. (b) On and as of the Closing Date, and on the Term Loan Funding Date, after giving effect to the funding of Term Loans hereunder and the funding of the initial loans under the 364-Day Term Loan Agreement, (i) the sum of the assetsBorrower has not incurred, at a fair valuation, of the Borrower (on a stand-alone basis) and of the Borrower and its Subsidiaries (taken as a whole) will exceed its or their respective debts, (ii) the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (taken as a whole) has or have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, mature and (iiiii) the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (taken as a whole) will have sufficient capitalcapital with which to conduct its business. For purposes of this Section 3.05(b), "debt" means any liability on a claim, and "claim" means (A) the right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (B) the right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The audited consolidated balance sheet of the Borrower for its fiscal years ended on December 29, 2001, December 28, 2002 and January 3, 2004, and for its Subsidiaries at December 31quarterly accounting period ended June 19, 2016 2004, and the related consolidated statements of income and income, cash flows and changes in shareholders’ equity of the Borrower and for its Subsidiaries for the fiscal year of or two fiscal quarter period, as the Borrower case may be, ended on such date and the unaudited consolidated balance sheets dates, copies of the Borrower and its Subsidiaries at the end of the Quarter ended September 30, 2017 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the Fiscal Quarter then ended, in each case which have been furnished to the Lenders prior to the Closing Initial Borrowing Date, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the date dates of said financial statements such balance sheets and the consolidated results of the operations of the Borrower for the respective periods covered thereby. All such of the foregoing historical financial statements have been prepared in accordance with U.S. GAAP consistently applied except to the extent provided in the notes to said financial statements and subjectgenerally accepted accounting principles (except, in the case of the unaudited financial aforementioned interim statements, to for normal year-year end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes). (b) On and as of the Closing Date, Initial Borrowing Date and on the Term Loan Funding Date, after giving effect to the funding of Term Loans hereunder transactions contemplated hereby and to all Indebtedness (including the funding of Loans) being incurred or assumed and Liens created by the initial loans under the 364-Day Term Loan AgreementCredit Parties in connection therewith, (i) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) basis and of the Borrower and its Subsidiaries (taken as a whole) whole will exceed its or their respective debts, (ii) each of the Borrower (on a stand-alone basis) basis and the Borrower and its Subsidiaries (taken as a whole) has or whole have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iii) the Borrower (on a stand-alone basis) basis and the Borrower and its Subsidiaries (taken as a whole) whole will have sufficient capitalcapital with which to conduct their respective businesses. For purposes of this Section 8.05(b), “debt” means any liability on a claim, and “claim” means (a) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (b) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries at December 31, 2016 2008 and the related consolidated statements of income operations and cash flows and changes in shareholders’ equity of the Borrower and its consolidated Subsidiaries for the fiscal year of the Borrower ended on such date date, and the unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries at the end of the Quarter ended September 30, 2017 2009 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its consolidated Subsidiaries for the Fiscal Quarter then endednine months ended on such date, in each case furnished to the Lenders prior to the Closing Date, present fairly in all material respects the consolidated financial position of the Borrower and its consolidated Subsidiaries at the date of said financial statements and the results for the respective periods covered thereby. All such financial statements have been prepared in accordance with U.S. GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (b) [Reserved]. (c) On and as of the Closing Date, and on the Term Loan Funding Date, after giving effect to the funding of Term Transaction and to all Indebtedness in connection therewith (including the Loans hereunder being incurred and Liens created by the funding of the initial loans under the 364-Day Term Loan AgreementCredit Parties), (i) the sum of the fair value of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) Credit Parties and of the Borrower and its their Subsidiaries (taken as a whole) will exceed its or their respective debts, (ii) the Borrower (on a stand-alone basis) sum of the present fair salable value of the assets of the Credit Parties and the Borrower and its their Subsidiaries (taken as a whole) has will exceed its or their respective debts, (iii) the Credit Parties and their Subsidiaries (taken as a whole) have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iiiiv) the Borrower (on a stand-alone basis) Credit Parties and the Borrower and its their Subsidiaries (taken as a whole) will have sufficient capitalcapital with which to conduct their respective businesses. For purposes of this Section 6.05(c), “debt” means any liability on a claim, and “claim” means (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (B) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The audited consolidated balance sheet statements of financial condition of the Borrower Company and its Subsidiaries at December 31, 2016 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the fiscal year of the Borrower ended listed on such date and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries at the end of the Quarter ended September 30, 2017 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the Fiscal Quarter then ended, in each case furnished to the Lenders prior to the Closing Date, Schedule 5.5 present fairly (subject to normal year-end adjustments in all material respects the case of interim financial statements) the consolidated financial position condition of the Borrower Company and its Subsidiaries at the date of said such consolidated statements of financial statements condition and the consolidated results of the operations of the Company and its Subsidiaries for the respective periods covered therebyfiscal year or interim period, as the case may be. All such consolidated financial statements have been prepared in accordance with U.S. GAAP consistently applied except applied. The pro forma consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2003, a copy of which has heretofore been furnished to you, presents a good faith estimate of the consolidated pro forma financial condition of the Company and its Subsidiaries after giving effect to the extent provided Transactions. Since September 30, 2002, there has been no material adverse change in the notes to said business, operations, property, assets, liabilities or condition (financial statements and subject, in the case or otherwise) of the unaudited financial statements, to normal year-end audit adjustments (all of which are of Company and its Subsidiaries taken as a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnoteswhole. (b) On and as of the Closing Date, and on the Term Loan Funding Date, a pro forma basis after giving effect to the funding of Term Loans hereunder and the funding of the initial loans under the 364-Day Term Loan AgreementTransactions contemplated hereby, (ix) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and of the Borrower Company and its Subsidiaries (taken as on a wholeconsolidated basis) will exceed its or their respective debts, (iiy) the Borrower (on a stand-alone basis) and the Borrower Company and its Subsidiaries (taken as on a wholeconsolidated basis) has or have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, mature and (iiiz) the Borrower (on a stand-alone basis) and the Borrower Company and its Subsidiaries (taken as on a wholeconsolidated basis) will have has sufficient capitalcapital with which to conduct its business. For purposes of this Section 5.5(b) "debt" means any liability on a claim, and "claim" means (i) right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The audited consolidated balance sheet of the Borrower and its Subsidiaries at December 31, 2016 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the fiscal year of the Borrower ended on such date and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at the end of the Quarter ended September 30, 2017 2010 and the related consolidated statements of income operations and of cash flows and changes in shareholders’ equity for the fiscal period ended thereon, delivered to the Administrative Agent, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its Subsidiaries consolidated cash flows for the Fiscal Quarter fiscal period then ended, in each case furnished to the Lenders prior to the Closing Date, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the date of said financial statements and the results for the respective periods covered thereby. All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with U.S. GAAP applied consistently applied throughout the periods involved (except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotesas disclosed therein). (b) On and as of the Closing Date, each Borrowing Date and on the Term Loan Funding Date, after giving effect to all Indebtedness (including the funding of Term Loans hereunder Loans) being incurred or assumed and Liens created by the funding of the initial loans under the 364-Day Term Loan Agreement, Credit Parties in connection therewith (i) the sum of the assets, at a fair valuation, of the Borrower (and on a stand-alone basis) basis and of the Borrower and its Subsidiaries (taken as a whole) whole will exceed its or their respective debts, (ii) the Borrower (on a stand-alone basis) basis and the Borrower and its Subsidiaries (taken as a whole) has or whole have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iii) the Borrower (on a stand-alone basis) basis and the Borrower and its Subsidiaries (taken as a whole) whole will have sufficient capitalcapital with which to conduct their respective businesses. For purposes of this Section 7.05(b), “debt” means any liability on a claim, and “claim” means (a) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (b) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The audited consolidated balance sheet sheets of the Borrower Holdings and its Subsidiaries subsidiaries at December 31, 2016 2010, December 31, 2011 and December 31, 2012 and the related consolidated statements of income operations, stockholders’ equity and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the fiscal year years of the Borrower Holdings ended on such date and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries at the end of the Quarter ended September 30, 2017 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the Fiscal Quarter then endeddates, in each case furnished to the Lenders prior to the Closing Datedate hereof, present fairly in all material respects the consolidated financial position of the Borrower Holdings and its Subsidiaries subsidiaries at the date dates of said financial statements and the results of their operations and their cash flows for the respective periods covered thereby. All such financial statements have been prepared in accordance with U.S. GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (b) On and as of the Closing Date, and on the Term Loan Funding Date, after giving effect to the funding of Term Loans hereunder and the funding those of the initial loans under Transactions to be consummated on the 364-Day Term Loan AgreementClosing Date and to all Indebtedness being incurred or assumed and Obligations incurred by the Payer Parties in connection therewith on such date, (i) the sum of the fair value of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) Payer Parties and of the Borrower and its their Subsidiaries (taken as a whole) will exceed its or their respective debtsdebts (taken as a whole), (ii) the Borrower (on a stand-alone basis) sum of the present fair salable value of the assets of the Payer Parties and the Borrower and its their Subsidiaries (taken as a whole) has or will exceed their debts (taken as a whole), (iii) the Payer Parties and their Subsidiaries (taken as a whole) have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, mature and (iiiiv) the Borrower (on a stand-alone basis) Payer Parties and the Borrower and its their Subsidiaries (taken as a whole) will have sufficient capitalcapital with which to conduct their businesses. For purposes of this Section 6.05(b), “debt” means any liability on a claim, and “claim” means (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (B) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The audited consolidated balance sheet of the Borrower and its Subsidiaries at December 31, 2016 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the fiscal year of the Borrower ended on such date and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries at the end of the Quarter ended September 30December 31, 2017 and the related consolidated statements of income and cash flows and changes in shareholders’ ' equity of the Borrower and its Subsidiaries for the Fiscal Quarter then endedYears of the Borrower ended on such dates, in each case furnished to the Lenders prior to the Closing Effective Date, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the date of said financial statements and the results for the respective periods covered thereby. All such financial statements have been prepared in accordance with U.S. GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited such financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (b) On and as of the Closing Effective Date, and on the Term Loan Funding Date, after giving effect to the funding of Term Loans hereunder and the funding of the initial loans under the 364-Day Term Loan Agreement, (i) the sum of the fair value (on a going concern basis) of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and of the Borrower and its Restricted Subsidiaries (taken as a whole) will exceed its or their respective debts, (ii) the Borrower sum of the present fair salable value of the assets (on a stand-alone going concern basis) and of the Borrower and its Restricted Subsidiaries (taken as a whole) has or will exceed their debts, (iii) the Borrower and its Restricted Subsidiaries (taken as a whole) have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iiiiv) the Borrower (on a stand-alone basis) and the Borrower and its Restricted Subsidiaries (taken as a whole) will have sufficient capitalcapital with which to conduct their businesses as currently conducted or proposed to be conducted. For purposes of this Section 7.05(b), "debt" means any liability on a claim, and "claim" means (a) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (b) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The audited consolidated balance sheet of the Borrower and its Subsidiaries at December 31, 2016 2014 and December 31, 2015 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the fiscal year Fiscal Years of the Borrower ended on such date and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries at the end of the Quarter ended September 30, 2017 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the Fiscal Quarter then endeddates, in each case furnished to the Lenders prior to the Closing Effective Date, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the date of said financial statements and the results for the respective periods covered thereby. All such financial statements have been prepared in accordance with U.S. GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited such financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (b) On and as of the Closing Effective Date, and on the Term Loan Funding Date, after giving effect to the funding of Term Loans hereunder Transaction and to all Indebtedness (including the Loans, the Senior Secured Notes and the funding of Existing Notes) being incurred or assumed and Liens created by the initial loans under the 364-Day Term Loan AgreementCredit Parties in connection therewith, (i) the sum of the fair value (on a going concern basis) of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and of the Borrower and its Restricted Subsidiaries (taken as a whole) will exceed its or their respective debts, (ii) the Borrower sum of the present fair salable value of the assets (on a stand-alone going concern basis) and of the Borrower and its Restricted Subsidiaries (taken as a whole) has or will exceed their debts, (iii) the Borrower and its Restricted Subsidiaries (taken as a whole) have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iiiiv) the Borrower (on a stand-alone basis) and the Borrower and its Restricted Subsidiaries (taken as a whole) will have sufficient capitalcapital with which to conduct their businesses as currently conducted or proposed to be conducted. For purposes of this Section 7.05(b), “debt” shall mean any liability on a claim, and “claim” shall mean (a) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (b) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Statements; Financial Condition; Undisclosed Liabilities. (ai) The audited consolidated balance sheet of the Borrower and its Subsidiaries Company at December 31, 2015 and December 31, 2014 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Company for the Fiscal Years ended on such dates, in each case furnished to the Lenders prior to the Effective Date, present fairly in all material respects the consolidated financial position of the Company at the date of said financial statements and the results for the respective periods covered thereby and (ii) the unaudited consolidated balance sheet of the Company at June 30, 2016 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries Company for the fiscal year of the Borrower three-month period ended on such date and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries at the end of the Quarter ended September 30date, 2017 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the Fiscal Quarter then ended, in each case furnished to the Lenders prior to the Closing Effective Date, present fairly in all material respects the consolidated financial position condition of the Borrower and its Subsidiaries Company at the date of said financial statements and the results for the respective periods period covered thereby, subject to normal year end adjustments. All such financial statements have been prepared in accordance with U.S. GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (ii) [Reserved] (b) On and as As of the Closing Effective Date, and on the Term Loan Funding Date, after giving effect to the funding of Term Loans hereunder and the funding of the initial loans under the 364-Day Term Loan Agreement, (i) the sum of the fair value of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and of the Borrower and its Subsidiaries Credit Parties (taken as a whole) will exceed its or their respective debts, (ii) the Borrower (on a stand-alone basis) and sum of the Borrower and its Subsidiaries present fair saleable value of the assets of the Credit Parties (taken as a whole) has will exceed its or their respective debts, (iii) the Credit Parties (taken as a whole) have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iiiiv) the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries Credit Parties (taken as a whole) will have sufficient capitalcapital with which to conduct their respective businesses. For purposes of this Section 8.05(b), “debt” means any liability on a claim, and “claim” means (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (B) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The audited consolidated balance sheet sheets of the Borrower and its Subsidiaries as at December 31, 2016 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the fiscal year of the Borrower ended on such date 2004 and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at the end of the Quarter ended September 30March 31, 2017 2005 and the related consolidated statements of income operations and of cash flows for the fiscal period or quarter, as the case may be, ended on such dates, reported on by and changes accompanied by, in shareholders’ equity the case of the December 31, 2004 financial statements, an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition of the Borrower as at such dates, and the consolidated results of its operations and its Subsidiaries consolidated cash flows for the Fiscal Quarter respective fiscal period or quarter, as the case may be, then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in each case furnished to accordance with GAAP applied consistently throughout the Lenders prior to periods involved (except as approved by the Closing Dateaforementioned firm of accountants and disclosed therein). (b) The pro forma consolidated balance sheet of the Borrower has been prepared as of March 31, present 2005, as if the IPO had been consummated on such date. Such pro forma consolidated balance sheet presents fairly in all material respects the pro forma consolidated financial position of the Borrower and its Subsidiaries at as of the date of said financial statements and the results for the respective periods covered thereby. All such financial statements have been prepared in accordance with U.S. GAAP consistently applied except to the extent provided first referenced in the notes to said financial statements and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotespreceding sentence. (bc) On and as of the Closing Date, each Borrowing Date and on the Term Loan Funding Date, after giving effect to the funding of Term Loans hereunder IPO and to all Indebtedness (including the funding of Loans) being incurred or assumed and Liens created by the initial loans under the 364-Day Term Loan Agreement, Credit Parties in connection therewith (i) the sum of the assets, at a fair valuation, of the Borrower (and on a stand-alone basis) basis and of the Borrower and its Subsidiaries (taken as a whole) whole will exceed its or their respective debts, (ii) each of the Borrower (on a stand-alone basis) basis and the Borrower and its Subsidiaries (taken as a whole) has or whole have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iii) the Borrower (on a stand-alone basis) basis and the Borrower and its Subsidiaries (taken as a whole) whole will have sufficient capitalcapital with which to conduct their respective businesses. For purposes of this Section 7.05(b), "debt" means any liability on a claim, and "claim" means (a) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (b) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The audited consolidated balance sheet of the Borrower for its fiscal years and its Subsidiaries at December 31quarterly accounting period ended on January 2, 2016 1999, January 1, 2000 and October 7, 2000, respectively, and the related consolidated statements of income and income, cash flows and changes in shareholders’ ' equity of the Borrower and for its Subsidiaries for the fiscal year of or three fiscal quarter period, as the Borrower case may be, ended on such date and the unaudited consolidated balance sheets dates, copies of the Borrower and its Subsidiaries at the end of the Quarter ended September 30, 2017 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the Fiscal Quarter then ended, in each case which have been furnished to the Lenders prior to the Closing Initial Borrowing Date, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the date dates of said financial statements such balance sheets and the consolidated results of the operations of the Borrower for the respective periods covered thereby. All such of the foregoing historical financial statements have been prepared in accordance with U.S. GAAP consistently applied except to the extent provided in the notes to said financial statements and subjectgenerally accepted accounting principles (except, in the case of the unaudited financial aforementioned interim statements, to for normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes). (b) On and as of the Closing Date, Initial Borrowing Date and on the Term Loan Funding Date, after giving effect to the funding of Term Loans hereunder transactions contemplated hereby and to all Indebtedness (including the funding of Loans) being incurred or assumed and Liens created by the initial loans under the 364-Day Term Loan Agreement, Credit Parties in connection therewith (i) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) basis and of the Borrower and its Subsidiaries (taken as a whole) whole will exceed its or their respective debts, (ii) each of the Borrower (on a stand-alone basis) basis and the Borrower and its Subsidiaries (taken as a whole) has or whole have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iii) the Borrower (on a stand-alone basis) basis and the Borrower and its Subsidiaries (taken as a whole) whole will have sufficient capitalcapital with which to conduct their respective businesses. For purposes of this Section 7.05(b), "debt" means any liability on a claim, and "claim" means (a) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (b) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The audited consolidated balance sheet of the Borrower and its Subsidiaries at December 31, 2016 2013 and December 31, 2014 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the fiscal year Fiscal Years of the Borrower ended on such date and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries at the end of the Quarter ended September 30, 2017 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the Fiscal Quarter then endeddates, in each case furnished to the Lenders prior to the Closing Effective Date, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the date of said financial statements and the results for the respective periods covered thereby. All such financial statements have been prepared in accordance with U.S. GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited such financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (b) On and as of the Closing Effective Date, and on the Term Loan Funding Date, after giving effect to the funding of Term Loans hereunder Transaction and to all Indebtedness (including the Loans, the Senior Secured Notes and the funding of Existing Notes) being incurred or assumed and Liens created by the initial loans under the 364-Day Term Loan AgreementCredit Parties in connection therewith, (i) the sum of the fair value (on a going concern basis) of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and of the Borrower and its Restricted Subsidiaries (taken as a whole) will exceed its or their respective debts, (ii) the Borrower sum of the present fair salable value of the assets (on a stand-alone going concern basis) and of the Borrower and its Restricted Subsidiaries (taken as a whole) has or will exceed their debts, (iii) the Borrower and its Restricted Subsidiaries (taken as a whole) have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iiiiv) the Borrower (on a stand-alone basis) and the Borrower and its Restricted Subsidiaries (taken as a whole) will have sufficient capitalcapital with which to conduct their businesses as currently conducted or proposed to be conducted. For purposes of this Section 7.05(b), “debt” means any liability on a claim, and “claim” means (a) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (b) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The audited consolidated balance sheet sheets of the Borrower and its Subsidiaries as at December 31, 2016 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the fiscal year of the Borrower ended on such date 2007, and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at the end of the Quarter ended September June 30, 2017 2008, and the related consolidated statements of income operations and of cash flows for the fiscal period or quarter, as the case may be, ended on such dates, reported on by and changes accompanied by, in shareholders’ equity the case of the December 31, 2007, financial statements, an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition of the Borrower as at such dates, and the consolidated results of its operations and its Subsidiaries for the Fiscal Quarter then ended, in each case furnished to the Lenders prior to the Closing Date, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the date of said financial statements and the results cash flows for the respective periods covered therebyfiscal period or quarter, as the case may be, then ended. All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with U.S. GAAP applied consistently applied throughout the periods involved (except to as approved by the extent provided in the notes to said financial statements aforementioned firm of accountants and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotesdisclosed therein). (b) On and as of the Closing Date, each Borrowing Date and on the Term Loan Funding Date, after giving effect to all Indebtedness (including the funding of Term Loans hereunder Loans) being incurred or assumed and Liens created by the funding of the initial loans under the 364-Day Term Loan Agreement, Credit Parties in connection therewith (i) the sum of the assets, at a fair valuation, of the Borrower (and on a stand-alone basis) basis and of the Borrower and its Subsidiaries (taken as a whole) whole will exceed its or their respective debts, (ii) each of the Borrower (on a stand-alone basis) basis and the Borrower and its Subsidiaries (taken as a whole) has or whole have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iii) the Borrower (on a stand-alone basis) basis and the Borrower and its Subsidiaries (taken as a whole) whole will have sufficient capitalcapital with which to conduct their respective businesses. For purposes of this Section 7.05(b), “debt” means any liability on a claim, and “claim” means (a) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (b) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The audited consolidated balance sheet sheets of the Borrower and its Subsidiaries as at December 31, 2016 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the fiscal year of the Borrower ended on such date 2006 and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at the end of the Quarter ended September 30March 31, 2017 2007 and the related consolidated statements of income operations and of cash flows for the fiscal period or quarter, as the case may be, ended on such dates, reported on by and changes accompanied by, in shareholders’ equity the case of the December 31, 2006 financial statements, an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition of the Borrower as at such dates, and the consolidated results of its operations and its Subsidiaries for the Fiscal Quarter then ended, in each case furnished to the Lenders prior to the Closing Date, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the date of said financial statements and the results cash flows for the respective periods covered therebyfiscal period or quarter, as the case may be, then ended. All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with U.S. GAAP applied consistently applied throughout the periods involved (except to as approved by the extent provided in the notes to said financial statements aforementioned firm of accountants and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotesdisclosed therein). (b) On and as of the Closing Date, each Borrowing Date and on the Term Loan Funding Date, after giving effect to all Indebtedness (including the funding of Term Loans hereunder Loans) being incurred or assumed and Liens created by the funding of the initial loans under the 364-Day Term Loan Agreement, Credit Parties in connection therewith (i) the sum of the assets, at a fair valuation, of the Borrower (and on a stand-alone basis) basis and of the Borrower and its Subsidiaries (taken as a whole) whole will exceed its or their respective debts, (ii) each of the Borrower (on a stand-alone basis) basis and the Borrower and its Subsidiaries (taken as a whole) has or whole have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iii) the Borrower (on a stand-alone basis) basis and the Borrower and its Subsidiaries (taken as a whole) whole will have sufficient capitalcapital with which to conduct their respective businesses. For purposes of this Section 9.05(b), “debt” means any liability on a claim, and “claim” means (a) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (b) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The audited consolidated balance sheet sheets of the Borrower Holdings and its Subsidiaries at December 31, 2016 2011, December 31, 2012 and December 31, 2013 and the related consolidated statements of income operations, stockholders’ equity and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the fiscal year years of the Borrower Holdings ended on such date and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries at the end of the Quarter ended September 30, 2017 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the Fiscal Quarter then endeddates, in each case furnished to the Lenders prior to the Closing Datedate hereof, present fairly in all material respects the consolidated financial position of the Borrower Holdings and its Subsidiaries subsidiaries at the date dates of said financial statements and the results of their operations and their cash flows for the respective periods covered thereby. All such financial statements have been prepared in accordance with U.S. GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (b) On and as of the Closing Date, and on the Term Loan Funding Date, after giving effect to the funding of Term Loans hereunder and the funding those of the initial loans under Transactions to be consummated on the 364-Day Term Loan AgreementClosing Date and to all Indebtedness being incurred or assumed and Loans incurred by the Credit Parties in connection therewith on such date, (i) the sum of the fair value of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and of the Borrower EIH and its Subsidiaries (taken as a whole) will exceed its or their respective debtsdebts (taken as a whole), (ii) the Borrower (on a stand-alone basis) and sum of the Borrower present fair salable value of the assets of EIH and its Subsidiaries (taken as a whole) has or will exceed their debts (taken as a whole), (iii) EIH and its Subsidiaries (taken as a whole) have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iiiiv) the Borrower (on a stand-alone basis) and the Borrower EIH and its Subsidiaries (taken as a whole) will have sufficient capitalcapital with which to conduct their businesses. For purposes of this Section 3.05(b), “debt” means any liability on a claim, and “claim” means (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (B) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The audited consolidated balance sheet of the Administrative Borrower and its Subsidiaries at December 31, 2016 2019 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Administrative Borrower and its Subsidiaries for the fiscal year Fiscal Years of the Administrative Borrower ended on such date and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries at the end of the Quarter ended September 30, 2017 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the Fiscal Quarter then endeddates, in each case furnished to the Lenders prior to the Closing Effective Date, present fairly in all material respects the consolidated financial position of the Administrative Borrower and its Subsidiaries at the date of said financial statements and the results for the respective periods covered thereby. All such financial statements have been prepared in accordance with U.S. GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited such financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (b) On and as of the Closing Effective Date, and on the Term Loan Funding Date, after giving effect to the funding of Term Loans hereunder Transactions and to all Indebtedness (including the funding of Loans) being incurred or assumed and Liens created by the initial loans under the 364-Day Term Loan AgreementCredit Parties in connection therewith, (i) the sum of the fair value (on a going concern basis) of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and of the Administrative Borrower and its Restricted Subsidiaries (taken as a whole) will exceed its or their respective debts, (ii) the Borrower sum of the present fair salable value of the assets (on a stand-alone going concern basis) and of the Administrative Borrower and its Restricted Subsidiaries (taken as a whole) has or will exceed their debts, (iii) the Administrative Borrower and its Restricted Subsidiaries (taken as a whole) have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, mature in the ordinary course of business and (iiiiv) the Borrower (on a stand-alone basis) and the Administrative Borrower and its Restricted Subsidiaries (taken as a whole) will have sufficient are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which the Administrative Borrower and its Restricted Subsidiaries’ (taken as a whole) property would constitute unreasonably small capital. For purposes of this Section 7.05(b), “debt” shall mean any liability on a claim, and “claim” shall mean (a) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (b) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability in the ordinary course of business.

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The audited consolidated balance sheet of the Borrower and its Subsidiaries Holdings at December 31, 2016 2009, December 31, 2010 and December 31, 2011 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries Holdings for the fiscal year years of the Borrower Holdings ended on such date and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries at the end of the Quarter ended September 30, 2017 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the Fiscal Quarter then endeddates, in each case furnished to the Lenders prior to the Closing Effective Date, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries Holdings at the date of said financial statements and the results for the respective periods covered thereby. All such financial statements have been prepared in accordance with U.S. GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (b) On and as of the Closing Effective Date, and on the Term Loan Funding Date, after giving effect to the funding of Term Loans hereunder and the funding those of the initial loans under Transactions to be consummated on the 364-Day Term Loan AgreementEffective Date and to all Indebtedness being incurred or assumed and Loans incurred by the Credit Parties in connection therewith on such date, (i) the sum of the fair value of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) Credit Parties and of the Borrower and its their Subsidiaries (taken as a whole) will exceed its or their respective debtsdebts (taken as a whole), (ii) the Borrower (on a stand-alone basis) sum of the present fair salable value of the assets of the Credit Parties and the Borrower and its their Subsidiaries (taken as a whole) has or will exceed their debts (taken as a whole), (iii) the Credit Parties and their Subsidiaries (taken as a whole) have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iiiiv) the Borrower (on a stand-alone basis) Credit Parties and the Borrower and its their Subsidiaries (taken as a whole) will have sufficient capitalcapital with which to conduct their businesses. For purposes of this Section 6.05(b), “debt” means any liability on a claim, and “claim” means (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (B) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The audited consolidated balance sheet of the Borrower at December 31, 2015 and its Subsidiaries at December 31, 2016 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the fiscal year Fiscal Years of the Borrower ended on such date and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries at the end of the Quarter ended September 30, 2017 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the Fiscal Quarter then endeddates, in each case furnished to the Lenders prior to the Closing Effective Date, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the date of said financial statements and the results for the respective periods covered thereby. All such financial statements have been prepared in accordance with U.S. GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited such financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (b) On and as of the Closing Effective Date, and on the Term Loan Funding Date, after giving effect to the funding of Term Loans hereunder Transaction and to all Indebtedness (including the Loans, the Senior Secured Notes, the 9.25% Notes and the funding of Indebtedness incurred pursuant to the initial loans under Revolving Credit Agreement) being incurred or assumed and Liens created by the 364-Day Term Loan AgreementCredit Parties in connection therewith, (i) the sum of the fair value (on a going concern basis) of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and of the Borrower and its Restricted Subsidiaries (taken as a whole) will exceed its or their respective debts, (ii) the Borrower sum of the present fair salable value of the assets (on a stand-alone going concern basis) and of the Borrower and its Restricted Subsidiaries (taken as a whole) has or will exceed their debts, (iii) the Borrower and its Restricted Subsidiaries (taken as a whole) have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iiiiv) the Borrower (on a stand-alone basis) and the Borrower and its Restricted Subsidiaries (taken as a whole) will have sufficient capitalcapital with which to conduct their businesses as currently conducted or proposed to be conducted. For purposes of this Section 7.05(b), “debt” means any liability on a claim, and “claim” means (a) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (b) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The consolidated audited consolidated balance sheet sheets of the Borrower and its Subsidiaries at December 31, 2016 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower PESCO and its Subsidiaries for the fiscal year of the Borrower ended on such date and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries at the end of the Quarter ended September 30December 31, 2017 1997 and the related consolidated statements of income and income, cash flows and changes in shareholders’ ' equity of the Borrower PESCO and its Subsidiaries for the Fiscal Quarter then endedfiscal year ended on such date, in each case copies of which have been furnished to the Lenders Banks on or prior to the Closing Restatement Effective Date, present fairly in all material respects the consolidated financial position of the Borrower PESCO and its Subsidiaries at the date dates of said financial statements such balance sheets and the consolidated results of the operations of PESCO and its Subsidiaries for the respective periods covered thereby. All such of the foregoing financial statements have been prepared in accordance with U.S. GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotesapplied. (b) On and as of the Closing Date, Restatement Effective Date and on the Term Loan Funding Date, after giving effect to any Revolving Loans being incurred on the funding of Term Loans hereunder and the funding of the initial loans under the 364-Day Term Loan AgreementRestatement Effective Date, (ia) the sum of the assets, at a fair valuation, of each of the Borrower (on a stand-alone basisbasis and of the (c) and each of the Borrower and its Subsidiaries (taken as a whole) will exceed its or their respective debts, (ii) the Borrower (on a stand-stand alone basis) basis and the Borrower and its Subsidiaries (taken as a whole) has or have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iii) the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (taken as a whole) whole will have sufficient capitalcapital with which to conduct its business. For purposes of this Section 7.05(b), "debt" means any liability on a claim, and "claim" means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The audited consolidated balance sheet of the Borrower and its Subsidiaries at December 31, 2016 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the fiscal year of the Borrower ended on such date and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries at the end of the Quarter ended September 30March 31, 2017 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the Fiscal Quarter then ended, in each case furnished to the Lenders prior to the Closing Date, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the date of said financial statements and the results for the respective periods covered thereby. All such financial statements have been prepared in accordance with U.S. GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (b) On and as of the Closing Date, and on the Term Loan Funding Date, and after giving effect to the funding of Term Loans hereunder Transaction and to all Indebtedness being incurred or assumed or paid and discharged by the funding of the initial loans under the 364-Day Term Loan AgreementCredit Parties in connection therewith, (i) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and of the Borrower and its Subsidiaries (taken as a whole) will exceed its or their respective debts, (ii) the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (taken as a whole) has or have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iii) the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (taken as a whole) will have sufficient capitalability

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The audited consolidated balance sheet sheets of the Borrower and its Subsidiaries as at December 31, 2016 2009 and the related consolidated statements of income operations and of cash flows for the fiscal period ended thereon, reported on by and changes in shareholders’ equity accompanied by financial statements, an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its Subsidiaries consolidated cash flows for the fiscal year of the Borrower ended on such date and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries at the end of the Quarter ended September 30, 2017 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the Fiscal Quarter period then ended, in each case furnished to the Lenders prior to the Closing Date, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the date of said financial statements and the results for the respective periods covered thereby. All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with U.S. GAAP applied consistently applied throughout the periods involved (except to as approved by the extent provided in the notes to said financial statements aforementioned firm of accountants and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotesdisclosed therein). (b) On and as of the Closing Date, each Borrowing Date and on the Term Loan Funding Date, after giving effect to all Indebtedness (including the funding of Term Loans hereunder Loans) being incurred or assumed and Liens created by the funding of the initial loans under the 364-Day Term Loan Agreement, Credit Parties in connection therewith (i) the sum of the assets, at a fair valuation, of the Borrower (and on a stand-alone basis) basis and of the Borrower and its Subsidiaries (taken as a whole) whole will exceed its or their respective debts, (ii) the Borrower (on a stand-alone basis) basis and the Borrower and its Subsidiaries (taken as a whole) has or whole have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iii) the Borrower (on a stand-alone basis) basis and the Borrower and its Subsidiaries (taken as a whole) whole will have sufficient capitalcapital with which to conduct their respective businesses. For purposes of this Section 7.05(b), “debt” means any liability on a claim, and “claim” means (a) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (b) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The audited consolidated balance sheet sheets of the Borrower and Company for its Subsidiaries at fiscal years ended December 31, 2016 2017 and December 31, 2018 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and Company for its Subsidiaries for the fiscal year of the Borrower years ended on such date and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries at the end of the Quarter ended September 30December 31, 2017 and the related consolidated statements December 31, 2018, copies of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the Fiscal Quarter then ended, which were in each case furnished to the Lenders prior to the Closing Amendment and Restatement Effective Date, present fairly in all material respects the consolidated financial position of the Borrower Company and its Subsidiaries at the date of said financial statements and the results for the respective periods covered thereby. All such financial statements have been prepared in accordance with U.S. GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (bi) On and as The sum of the Closing Date, and on the Term Loan Funding Date, after giving effect to the funding of Term Loans hereunder and the funding of the initial loans under the 364-Day Term Loan Agreement, (i) the sum fair value of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and of the Borrower Company and its Subsidiaries (taken as a whole) will exceed its or their respective debts, (ii) the Borrower (on a stand-alone basis) and sum of the Borrower present fair saleable value of the assets of the Company and its Subsidiaries (taken as a whole) has or will exceed their respective debts, (iii) the Company and its Subsidiaries (taken as a whole) have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iiiiv) the Borrower (on a stand-alone basis) and the Borrower Company and its Subsidiaries (taken as a whole) will have sufficient capitalcapital with which to conduct their respective businesses. For purposes of this Section 8.05(b), “debt” means any liability on a claim, and “claim” means right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances available at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The audited consolidated balance sheet of the Borrower and its Subsidiaries at December 31, 2016 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the fiscal year of the Borrower ended on such date and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries at the end of the Quarter ended September 30, 2017 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the Fiscal Quarter then ended, in each case furnished to the Lenders prior to the Closing Date, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the date of said financial statements and the results for the respective periods covered thereby. All such financial statements have been prepared in accordance with U.S. GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (b) On and as of the Closing Date, and on the Term Loan Funding Date, after giving effect to the funding of Term Loans hereunder and the funding of the initial loans under the 364-Day 2017 Term Loan Agreement, (i) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and of the Borrower and its Subsidiaries (taken as a whole) will exceed its or their respective debts, (ii) the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (taken as a whole) has or have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iii) the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (taken as a whole) will have sufficient capitalcapital with which to conduct its or their respective businesses. For purposes of this Section 6.5(b), “debt” means any liability on a claim, and “claim” means (a) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (b) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The audited consolidated balance sheet of the Borrower and its Subsidiaries at December 31, 2016 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the fiscal year of the Borrower ended on such date and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries at the end of the Quarter ended September 30, 2017 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the Fiscal Quarter then ended, in each case furnished to the Lenders prior to the Closing Date, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the date of said financial statements and the results for the respective periods covered thereby. All such financial statements have been prepared in accordance with U.S. GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (b) On and as of the Closing Date, and on the Term Loan Funding Date, after giving effect to the funding of Term Loans hereunder and the funding of the initial loans under the 364-Day Term Loan Agreement, (i) the sum of the assets, at a fair valuation, of the Borrower (on a stand-alone basis) and of the Borrower and its Subsidiaries (taken as a whole) will exceed its or their respective debts, (ii) the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (taken as a whole) has or have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iii) the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (taken as a whole) will have sufficient capitalcapital with which to conduct its or their respective businesses. For purposes of this Section 6.5(b), “debt” means any liability on a claim, and “claim” means (a) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (b) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.