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

Financial Statements; Financial Condition; Undisclosed Liabilities. (i) The audited consolidated balance sheet of the 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 Company for the three-month period ended on such date, furnished to the Lenders prior to the Effective Date, present fairly in all material respects the consolidated financial condition of the Company at the date of said financial statements and the results for the period covered thereby, subject to normal year end adjustments. All such financial statements have been prepared in accordance with 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) As of the Effective Date, (i) the sum of the fair value of the assets, at a fair valuation, of the Credit Parties (taken as a whole) will exceed its or their respective debts, (ii) the sum of the present fair saleable value of the assets of the Credit Parties (taken as a whole) will exceed its or their respective debts, (iii) the Credit Parties (taken as a whole) have not incurred and do not intend to incur, and do not believe that they will incur, debts beyond their respective ability to pay such debts as such debts mature, and (iv) the Credit Parties (taken as a whole) will have sufficient capital 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 90 #93457508v14

Financial Statements; Financial Condition; Undisclosed Liabilities. (ia) The audited consolidated balance sheet statements of the Company financial condition of Holdings and its Subsidiaries at December 31, 2015 1998 and December 31at September 30, 2014 1999 and the related consolidated statements of income and cash flows of Holdings and changes in shareholders’ equity of the Company its Subsidiaries 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 Company for the threefiscal year or nine-month period period, as the case may be, ended on such date, and furnished to the Lenders Banks prior to the Effective Initial Borrowing Date, present fairly (subject to normal year-end adjustments in all material respects the case of the September 30, 1999 financial statements) the consolidated financial condition of the Company Holdings and its Subsidiaries at the date of said such consolidated statements of financial statements condition and the consolidated results of the operations of Holdings and its Subsidiaries for the period covered therebyrespective fiscal year or nine-month period, subject to normal year end adjustmentsas the case may be. All such consolidated financial statements have been prepared in accordance with GAAP generally accepted accounting principles and practices consistently applied except applied. The pro forma consolidated balance sheet of Holdings as of September 30, 1999, a copy of which has heretofore been furnished to each Bank, presents a good faith estimate of the consolidated pro forma financial condition of Holdings after giving effect to the extent provided Transaction, and assuming Holdings received recaptialization treatment with respect to the Tender Offer, at the date thereof. Since December 31, 1998, there has been no material adverse change in the notes to said business, operations, property, assets, liabilities or condition (financial statements or otherwise) of Holdings and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments (all of which are of its Subsidiaries taken as a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnoteswhole. (ii) [Reserved] (b) As On and as of the Effective Initial Borrowing Date, on a pro forma basis after giving effect to the Transaction occurring on such date and to all Indebtedness (iincluding the Loans) being incurred or assumed on such date and Liens created by the Credit Parties in connection therewith, (x) the sum of the fair value of the assets, at a fair valuation, of the Credit Parties Holdings and its Subsidiaries (taken as on a wholeconsolidated basis), GWR and its Subsidiaries (on a consolidated basis) and of GWR (on a stand-alone basis) will exceed its or their respective debts, (iiy) the sum each of the present fair saleable value of the assets of the Credit Parties Holdings and its Subsidiaries (taken as on a wholeconsolidated basis), GWR and its Subsidiaries (on a consolidated basis) will exceed its or their respective debts, and GWR (iii) the Credit Parties (taken as on a wholestand-alone basis) have not incurred and do not intend to incur, and do not believe that they will incur, debts beyond their respective ability to pay such debts as such debts mature, mature and (ivz) the Credit Parties each of Holdings and its Subsidiaries (taken as on a wholeconsolidated basis), GWR and its Subsidiaries (on a consolidated basis) will and GWR (on a stand-alone basis) have sufficient capital with which to conduct their respective businessesits business. For purposes of this Section 8.05(b), “6.05(b) "debt” " means any liability on a claim, and “"claim” " means (Ai) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, secured or unsecured or (Bii) 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 90 #93457508v14.

Financial Statements; Financial Condition; Undisclosed Liabilities. (ia) The audited consolidated balance sheet statements of the Company financial condition of Holdings and its Subsidiaries at December September 30, 2000 and at March 31, 2015 and December 31, 2014 2001 and the related consolidated statements of income and cash flows of Holdings and changes in shareholders’ equity of the Company its Subsidiaries for the Fiscal Years fiscal year or six-month period, as the case may be, ended on such datesdate, in each case and furnished to the Lenders Banks prior to the Restatement Effective Date, present fairly (subject to normal year-end adjustments in all material respects the consolidated financial position case of the Company at the date of said March 31, 2001 financial statements and the results for the respective periods covered thereby and (iistatements) 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 Company for the three-month period ended on such date, furnished to the Lenders prior to the Effective Date, present fairly in all material respects the consolidated financial condition of the Company Holdings and its Subsidiaries at the date of said such consolidated statements of financial statements condition and the consolidated results of the operations of Holdings and its Subsidiaries for the period covered therebyrespective fiscal year or six-month period, subject to normal year end adjustmentsas the case may be. All such consolidated financial statements have been prepared in accordance with GAAP generally accepted accounting principles and practices consistently applied except applied. The pro forma consolidated balance sheet of Holdings and its Subsidiaries as of March 31, 2001, a copy of which has heretofore been furnished to each Bank, presents a good faith estimate of the consolidated pro forma financial condition of Holdings and its Subsidiaries after giving effect to the extent provided transactions contemplated hereby. Since March 31, 2001, there has been no material adverse change in the notes to said business, operations, property, assets, liabilities or condition (financial statements or otherwise) of Holdings and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments (all of which are of its Subsidiaries taken as a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnoteswhole. (ii) [Reserved] (b) As On and as of the Restatement Effective Date, on a pro forma basis after giving effect to the transactions contemplated hereby and to all Indebtedness (iincluding the Loans) being incurred or assumed on such date and Liens created by the Credit Parties in connection therewith, (x) the sum of the fair value of the assets, at a fair valuation, of Holdings and its Subsidiaries (on a consolidated basis), the Credit Parties US Borrower and its Subsidiaries (taken as on a wholeconsolidated basis) and of the US Borrower (on a stand-alone basis) will exceed its or their respective debts, (iiy) each of Holdings and its Subsidiaries (on a consolidated basis), the sum of US Borrower and its Subsidiaries (on a consolidated basis) and the present fair saleable value of the assets of the Credit Parties US Borrower (taken as on a whole) will exceed its or their respective debts, (iii) the Credit Parties (taken as a wholestand-alone basis) have not incurred and do not intend to incur, and do not believe that they will incur, debts beyond their respective ability to pay such debts as such debts mature, mature and (ivz) each of Holdings and its Subsidiaries (on a consolidated basis), the Credit Parties US Borrower and its Subsidiaries (taken as on a wholeconsolidated basis) will have and the US Borrower (on a stand-alone basis) has sufficient capital with which to conduct their respective businessesits business. For purposes of this Section 8.05(b), “6.05(b) "debt” " means any liability on a claim, and “"claim” " means (Ai) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, secured or unsecured or (Bii) 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 90 #93457508v14.

Financial Statements; Financial Condition; Undisclosed Liabilities. Projections; etc. ------------------------------------------------------------------ (a) Financial Statements -------------------- (i) The audited consolidated balance sheet of the Company HSCC at December 31, 2015 1996, December 31, 1997 and December 31, 2014 1998 and the related consolidated statements of income operations, cash flows and shareholders' equity of HSCC for the fiscal year ended on such dates (with respect to the period ended December 31, 1996 and December 31, 1998 and for the ten month period with respect to the period ended December 31, 1997) fairly present in all material respects the financial condition and results of operations and cash flows of HSCC and changes its consolidated subsidiaries as of such dates and for such periods in shareholders’ equity accordance with GAAP. Copies of such statements have been furnished to the Lenders prior to the Effective Date and such statements have been examined by Deloitte & Touche, independent certified public accountants with respect to the periods ended December 31, 1997 and December 31, 1998 and Xxxxxx Xxxxxxxx, independent public accountants, with respect to the period ended December 31, 1996, each of whom delivered unqualified opinions in respect thereto. As of the Company Effective Date, there has been no material adverse change in such consolidated financial condition since December 31, 1998. (ii) The non-statutory combined special purpose accounts prepared with respect to the ICI Contributed Businesses for each of the Fiscal Years three years ended on such datesDecember 31, 1996, 1997 and 1998, respectively prepared by KPMG present fairly, in all material respects, in accordance with the basis of preparation set out therein, the financial position of the ICI Contributed Businesses as at December 31, 1996, 1997 and 1998 and the results of its operations for each case such year then ended in accordance with UK GAAP, save as disclosed therein. Copies of such statements have been furnished to the Lenders prior to the Effective Date. As of the Effective Date, there has been no material adverse change in such financial condition since December 31, 1998. 110 (iii) The unaudited combined income statements of HSCC and the ICI Contributed Business for the years ended December 31, 1996, December 31, 1997 and December 31, 1998 present fairly in all material respects the consolidated financial position of results thereof for such periods. (iv) The pro forma (after giving effect to the Company at Transaction and --- ----- the date of said financial statements and the results for the respective periods covered thereby and (iirelated financing thereof) the unaudited consolidated balance sheet of the Company at June 30, 2016 and Borrower attached hereto as Schedule 6.5 (a) (the related consolidated statements of income and cash flows and changes in shareholders’ equity "Pro Forma Balance Sheet") presents --------------- ----------------------- a good faith estimate of the Company for the three-month period ended on such date, furnished to the Lenders prior to the Effective Date, present fairly in all material respects the consolidated pro forma financial condition of the Company Borrower --- ----- (after giving effect to the Transaction and the related financing thereof at the date of said financial statements and the results for the period covered thereby, subject to normal year end adjustmentsthereof). All such financial statements have The Pro Forma Balance Sheet has been prepared in accordance with GAAP consistently applied Regulation S-X (except to the extent provided as may be indicated 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 footnotesthereto). (ii) [Reserved] (b) As of the Effective Date, (i) the sum of the fair value of the assets, at a fair valuation, of the Credit Parties (taken as a whole) will exceed its or their respective debts, (ii) the sum of the present fair saleable value of the assets of the Credit Parties (taken as a whole) will exceed its or their respective debts, (iii) the Credit Parties (taken as a whole) have not incurred and do not intend to incur, and do not believe that they will incur, debts beyond their respective ability to pay such debts as such debts mature, and (iv) the Credit Parties (taken as a whole) will have sufficient capital 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 90 #93457508v14

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) (i) The audited consolidated balance sheet sheets of the Company Holdings and its Subsidiaries at December 31, 2015 2014, December 31, 2013 and December 31, 2014 2012 and the related consolidated statements of income and cash flows and changes in shareholders’ stockholder’s equity of the Company Holdings and its Subsidiaries for the Fiscal Years three fiscal years of Holdings ended on such dates, in each case furnished to the Administrative Agent for delivery to the Lenders prior to the Effective DateClosing Date (it being understood that such financial information shall be deemed to have been delivered to the Administrative Agent by Holdings’ posting of such information on the SEC website on the Internet at xxx.xxx/xxxxx/searches.htm), present fairly in all material respects the consolidated financial position of the Company Holdings and its Subsidiaries at the date dates of said financial statements and the results of operations for the respective periods covered thereby and (ii) the unaudited consolidated balance sheet of the Company Holdings and its Subsidiaries as at June September 30, 2016 2015 and the related consolidated statements of income and cash flows and changes in shareholdersstockholders’ equity of the Company Holdings and its Subsidiaries for the threenine-month period ended on such date, in each case furnished to the Administrative Agent for delivery to the Lenders prior to the Effective DateClosing Date (it being understood that such financial information shall be deemed to have been delivered to the Administrative Agent by Holdings’ posting of such information on the SEC website on the Internet at xxx.xxx/xxxxx/searches.htm), present fairly in all material respects the consolidated financial condition of the Company Holdings and its Subsidiaries at the date of said financial statements and the results of operations for the period respective periods covered thereby, subject to normal year year-end adjustmentsadjustments and the absence of footnotes. All such financial statements have been prepared in accordance with 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. (iib) [Reserved]. (bc) As On and as of the Effective Closing Date, and after giving effect to the Transactions and to all Indebtedness (including the Loans) being incurred or assumed and Liens created by the Credit Parties in connection therewith and on and as of the date of any subsequent Borrowing (after giving effect to such Borrowing), (i) the sum of the fair value of the assets, at a fair valuation, of the Credit Parties (taken as a whole) will exceed its or their respective debts, (ii) the sum of the present fair saleable salable value of the assets of the Credit Parties (taken as a whole) will exceed its or the amount that will be required to pay their respective debtsdebts as such debts become absolute and matured, (iii) the Credit Parties (taken as a whole) have not incurred and do not intend to incur, and do not believe that they will incur, incur debts beyond their respective ability to pay such debts as such debts mature, and (iv) the Credit Parties (taken as a whole) will have sufficient capital with which to conduct their respective businesses. For purposes of this Section 8.05(b3.05(c), “debt” means any liability on a claim, and “claim” means (Aa) 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 (Bb) 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 90 #93457508v14.

Financial Statements; Financial Condition; Undisclosed Liabilities. (i) The audited consolidated balance sheet of (x) the Company at and its Subsidiaries for the fiscal year of the Company ended November 30, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Subsidiaries for the fiscal year of the Acquired Business ended December 31, 2015 2009 and December the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2014 2010 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries 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 eight months 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 30Acquired Business ended August 31, 2016 2010 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Company Acquired Business and its Subsidiaries for the three-month period ended on such datefiscal period, copies of which in each case have been furnished to the Lenders Administrative Agent and each Lender prior to the Restatement Effective Date, present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, at the date dates of said financial statements and the results for the period periods covered thereby, subject to normal year end adjustments. All such financial statements have been prepared in accordance with 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 whichadjustments. All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, individually or except to the extent provided in the aggregate, would be material) and the absence of footnotesnotes to said financial statements. (ii) [Reserved] (b) As On and as of the Restatement Effective Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness incurred, and to be incurred (including, without limitation, the Loans and the additional ABL Loans, if any) and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each of (i) the Company and its Subsidiaries (on a consolidated basis) and (ii) the Acquired Business and its Subsidiaries (on a consolidated basis), (x) the sum of the fair value of the assets, at a fair valuationFair Value, of the Credit Parties (taken as a whole) will exceed its or their respective debts, (ii) the sum each of the present fair saleable value of the assets of the Credit Parties Company and its Subsidiaries (taken as a whole) will exceed its or their respective debts, (iii) the Credit Parties (taken as a whole) have not incurred and do not intend to incur, and do not believe that they will incur, debts beyond their respective ability to pay such debts as such debts mature, and (iv) the Credit Parties (taken as a whole) will have sufficient capital 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 (Aconsolidated basis) 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 90 #93457508v14Acquired

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The (i) The audited consolidated balance sheet sheets of the Company at Borrower and its Subsidiaries for its fiscal year ended on December 31, 2015 and December 31, 2014 2001 and the related audited consolidated statements of income and income, cash flows and changes in shareholders’ ' equity of the Company Borrower and its Subsidiaries for the Fiscal Years its fiscal year ended on such datesdate, in each case and (ii) unaudited consolidated balance sheets of the Borrower and its Subsidiaries for its fiscal quarter ended September 30, 2002 and the related unaudited consolidated statements of income, cash flows and shareholders' equity of the Borrower and its Subsidiaries for its fiscal quarter ended on such date, copies of which have been furnished to the Lenders prior to the Effective Initial Borrowing Date, present fairly in all material respects the consolidated financial position of the Company Borrower and its Subsidiaries at the date dates of said such balance sheets and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods covered thereby. All interim monthly 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 Company for the three-month period ended on such date, furnished to the Lenders prior to the Effective Date, Initial Borrowing Date present fairly in all material respects the consolidated financial condition results of the Company at operations of the date of said financial statements Borrower and the results its Subsidiaries for the period periods covered thereby, subject to normal year end adjustments. All such of the foregoing historical financial statements have been prepared in accordance with GAAP generally accepted accounting principles consistently applied except to the extent provided in the notes to said financial statements and subject(except, in the case of the unaudited aforementioned interim financial 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) adjustment and the absence of footnotes). (ii) [Reserved] (b) As On and as of the Effective Date, Initial Borrowing Date and after giving effect to the Transaction and to all Indebtedness (including the Loans) being incurred or assumed and Liens created by the Credit Parties in connection therewith (i) the sum of the fair value of the assets, at a fair valuation, of the Credit Parties (taken as a whole) will exceed its or their respective debts, (ii) the sum of the present fair saleable value of the assets of the Credit Parties (taken as a whole) will exceed its or their respective debts, (iii) the Credit Parties (taken as a whole) have not incurred and do not intend to incur, and do not believe that they will incur, debts beyond their respective ability to pay such debts as such debts mature, and (iv) the Credit Parties (taken as a whole) will have sufficient capital with which to conduct their respective businesses. For purposes of this Section 8.05(b), “debt” means any liability Borrower 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 90 #93457508v14stand-alone basis

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) (i) The audited consolidated balance sheet sheets of the Company Holdings and its Subsidiaries at December 31, 2015 2015, December 31, 2014 and December 31, 2014 2013 and the related consolidated statements of income and cash flows and changes in shareholders’ stockholder’s equity of the Company Holdings and its Subsidiaries for the Fiscal Years three fiscal years of Holdings ended on such dates, in each case furnished to the Administrative Agent for delivery to the Lenders prior to the Effective DateClosing Date (it being understood that such financial information shall be deemed to have been delivered to the Administrative Agent by Holdings’ posting of such information on the SEC website on the Internet at xxx.xxx/xxxxx/searches.htm), present fairly in all material respects the consolidated financial position of the Company Holdings and its Subsidiaries at the date dates of said financial statements and the results of operations for the respective periods covered thereby and (ii) the unaudited consolidated balance sheet of the Company Holdings and its Subsidiaries as at June September 30, 2016 and the related consolidated statements of income and cash flows and changes in shareholdersstockholders’ equity of the Company Holdings and its Subsidiaries for the threenine-month period ended on such date, in each case furnished to the Administrative Agent for delivery to the Lenders prior to the Effective DateClosing Date (it being understood that such financial information shall be deemed to have been delivered to the Administrative Agent by Holdings’ posting of such information on the SEC website on the Internet at xxx.xxx/xxxxx/searches.htm), present fairly in all material respects the consolidated financial condition of the Company Holdings and its Subsidiaries at the date of said financial statements and the results of operations for the period respective periods covered thereby, subject to normal year year-end adjustmentsadjustments and the absence of footnotes. All such financial statements have been prepared in accordance with 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. (iib) [Reserved]. (bc) As On and as of the Effective Closing Date, and after giving effect to the Transactions and to all Indebtedness (including the Loans) being incurred or assumed and Liens created by the Credit Parties in connection therewith and on and as of the date of any subsequent Borrowing (after giving effect to such Borrowing), (i) the sum of the fair value of the assets, at a fair valuation, of the Credit Parties (taken as a whole) will exceed its or their respective debts, (ii) the sum of the present fair saleable salable value of the assets of the Credit Parties (taken as a whole) will exceed its or the amount that will be required to pay their respective debtsdebts as such debts become absolute and matured, (iii) the Credit Parties (taken as a whole) have not incurred and do not intend to incur, and do not believe that they will incur, incur debts beyond their respective ability to pay such debts as such debts mature, and (iv) the Credit Parties (taken as a whole) will have sufficient capital with which to conduct their respective businesses. For purposes of this Section 8.05(b3.05(c), “debt” means any liability on a claim, and “claim” means (Aa) 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 (Bb) 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 90 #93457508v14.

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) (i) The audited consolidated balance sheet sheets of the Company New Holdings and its Subsidiaries at December 31, 2015 2018 and of Holdings and its Subsidiaries at December 31, 2017, and December 31, 2014 2016 and December 31, 2015 and the related consolidated statements of income and cash flows and changes in shareholders’ stockholder’s equity of New Holdings and its Subsidiaries at December 31, 2018, and of Holdings and its Subsidiaries for each of the Company for the Fiscal Years fiscal years of Holdings ended on such datesdates December 31, 2017 and December 31, 2016, in each case furnished to the Administrative Agent for delivery to the Lenders prior to the Amendment No. 23 Effective DateDate (it being understood that such financial information shall be deemed to have been delivered to the Administrative Agent by New Holdings’ or Holdings’ posting of such information on the SEC website on the Internet at xxx.xxx/xxxxx/searches.htm), present fairly in all material respects the consolidated financial position of the Company New Holdings and its Subsidiaries at the date dates of said financial statements December 31, 2018, and Holdings and its Subsidiaries at December 31, 2017 and December 31, 2016 and the results of operations for the respective periods covered thereby and (ii) the unaudited consolidated balance sheet of the Company New Holdings and its Subsidiaries as at June 30, 2016 20182019 and the related consolidated statements of income and cash flows and changes in shareholdersstockholders’ equity of the Company New Holdings and its Subsidiaries for the threesix-month period ended on such date, in each case furnished to the Administrative Agent for delivery to the Lenders prior to the Amendment No. 23 Effective DateDate (it being understood that such financial information shall be deemed to have been delivered to the Administrative Agent by New Holdings’ posting of such information on the SEC website on the Internet at xxx.xxx/xxxxx/searches.htm), present fairly in all material respects the consolidated financial condition of the Company New Holdings and its Subsidiaries at the date of said financial statements and the results of operations for the period respective periods covered thereby, subject to normal year year-end adjustmentsadjustments and the absence of footnotes. All such financial statements have been prepared in accordance with 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. (iib) [Reserved]. (bc) As On and as of the Effective Closing Date, and after giving effect to the Transactions and to all Indebtedness (including the Loans) being incurred or assumed and Liens created by the Credit Parties in connection therewith and on and as of the date of any subsequent Borrowing (after giving effect to such Borrowing), (i) the sum of the fair value of the assets, at a fair valuation, of the Credit Parties (taken as a whole) will exceed its or their respective debts, (ii) the sum of the present fair saleable salable value of the assets of the Credit Parties (taken as a whole) will exceed its or the amount that will be required to pay their respective debtsdebts as such debts become absolute and matured, (iii) the Credit Parties (taken as a whole) have not incurred and do not intend to incur, and do not believe that they will incur, debts beyond their respective ability to pay such debts as such debts mature, and (iv) the Credit Parties (taken as a whole) will have sufficient capital 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 90 #93457508v14Credit

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) (i) The audited consolidated balance sheet sheets of the Company Borrower and its Subsidiaries at December 31, 2015 2010, December 31, 2011 and December 31, 2014 2012 and the related consolidated statements of income and cash flows and changes in shareholders’ stockholder’s equity of the Company Borrower for the Fiscal Years three fiscal years of the Borrower ended on such dates, in each case furnished to the Administrative Agent for delivery to the Lenders prior to the Effective Closing Date, present fairly in all material respects the consolidated financial position of the Company Borrower and its Subsidiaries at the date dates of said financial statements and the results of operations for the respective periods covered thereby and (ii) the unaudited consolidated balance sheet of the Company Borrower as at June September 30, 2016 2013 and the related consolidated statements of income and cash flows and changes in shareholdersstockholders’ equity of the Company Borrower for the threenine-month period ended on such date, in each case furnished to the Lenders prior to the Effective Closing Date, present fairly in all material respects the consolidated financial condition of the Company Borrower and its Subsidiaries at the date of said financial statements and the results of operations for the period respective periods covered thereby, subject to normal year year-end adjustmentsadjustments and the absence of footnotes. All such financial statements have been prepared in accordance with 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. (iib) [Reserved]The assumptions used to prepare the financial information contained in the Confidential Information Memorandum (which assumptions are believed by the Borrower on the date thereof and on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly the estimated financial position of the 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 beginning of such period, as the case may be. (bc) As On and as of the Effective Closing Date, and after giving effect to the Transactions and to all Indebtedness (including the Loans and the Senior Unsecured Notes) being incurred or assumed and Liens created by the Credit Parties in connection therewith, (i) the sum of the fair value of the assets, at a fair valuation, of the Credit Parties (taken as a whole) will exceed its or their respective debts, (ii) the sum of the present fair saleable salable value of the assets of the Credit Parties (taken as a whole) will exceed its or the amount that will be required to pay their respective debtsdebts as such debts become absolute and matured, (iii) the Credit Parties (taken as a whole) have not incurred and do not intend to incur, and do not believe that they will incur, incur debts beyond their respective ability to pay such debts as such debts mature, and (iv) the Credit Parties (taken as a whole) will have sufficient capital 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 90 #93457508v14Parties

Financial Statements; Financial Condition; Undisclosed Liabilities. (ia) The audited consolidated balance sheet sheets of the Company Borrower as at December 31, 2015 2002 and December 31, 2014 2003 and the unaudited consolidated balance sheets of the Borrower as at March 31, 2004 and the related consolidated statements of income operations and of cash flows and changes in shareholders’ equity of the Company for the Fiscal Years fiscal years or quarters, as the case may be, ended on such dates, in each case furnished to the Lenders prior to the Effective Datereported on by and accompanied by an unqualified report from Deloitte & Touche LLP, 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 Company for the three-month period ended on such date, furnished to the Lenders prior to the Effective Date, present fairly in all material respects the consolidated financial condition of the Company Borrower as at the date of said financial statements such date, and the consolidated results of its operations and its consolidated cash flows for the period covered therebyrespective fiscal years or quarters, subject to normal year end adjustmentsas the case may be, then ended. All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither the Borrower nor any of its Subsidiaries has any material guarantee obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the financial statements referred to in the preceding sentence (it being understood that with respect to guarantee obligations, the underlying debt is so reflected). (b) On the Initial Borrowing Date, the Projections which have been delivered to the extent provided Administrative Agent prior to the Effective Date have been prepared on a basis consistent with the financial statements referred to in Section 7.05(a), and are based on good faith estimates and assumptions believed by management of the Borrower to be reasonable as of the date of such Projections, and there are no statements or conclusions in any of the Projections which are based upon or include information known to the Borrower to be misleading in any material respect or which fail to take into account material information known to the Borrower regarding the matters reported therein. On the Initial Borrowing Date, the Borrower believes that the Projections are reasonable and attainable, it being understood by the Lenders that projections as to future results should not be viewed as fact and that actual results may differ from those set forth in the notes to said Projections. (c) Except as fully disclosed in the financial statements and subjectthe notes related thereto delivered pursuant to Section 7.05(a), in the case there were as of the unaudited financial statementsInitial Borrowing Date no liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, to normal year-end audit adjustments (all of which are of a recurring nature accrued, contingent or otherwise and none of whether or not due) which, either individually or in the aggregate, would be material) materially adverse to the Borrower and the absence of footnotes. (ii) [Reserved] (b) its Subsidiaries taken as a whole. As of the Effective Initial Borrowing Date, (i) the sum of the fair value of the assets, at a fair valuation, none of the Credit Parties knows of any basis for the assertion against it of any liability or obligation of any nature that is not fairly disclosed (including, without limitation, as to the amount thereof) in the financial statements and the notes related thereto delivered pursuant to Section 7.05(a) which, either individually or in the aggregate, could be materially adverse to the Borrower and its Subsidiaries taken as a whole. (d) will exceed its Since December 31, 2003, nothing has occurred that has had or their respective debts, (ii) the sum of the present fair saleable value of the assets of the Credit Parties (taken as could reasonably be expected to have a whole) will exceed its or their respective debts, (iii) the Credit Parties (taken as a whole) have not incurred and do not intend to incur, and do not believe that they will incur, debts beyond their respective ability to pay such debts as such debts mature, and (iv) the Credit Parties (taken as a whole) will have sufficient capital 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 90 #93457508v14Material Adverse Effect.

Financial Statements; Financial Condition; Undisclosed Liabilities. (i) The audited consolidated balance sheet statements of financial condition of the Company Guarantor and its consolidated Subsidiaries at December 31, 2015 1994 and December 31, 2014 1995 and the related consolidated statements of income income, cash flow and cash flows and changes in shareholders’ ' equity of the Company Guarantor and its consolidated Subsidiaries for the Fiscal Years fiscal year ended on such datesdate, as the case may be, and set forth in each case the Guarantor's Forms 10-K for such periods and furnished to the Lenders Creditors prior to the Effective Date, present fairly in all material respects the consolidated financial position condition of the Company Guarantor and its consolidated Subsidiaries at the date of said such consolidated statements of financial statements condition and the consolidated results of the operations of the Guarantor and its consolidated Subsidiaries for the respective periods covered thereby and (ii) the fiscal year. The unaudited consolidated balance sheet statement of financial condition of the Company Guarantor and its consolidated Subsidiaries at June 30, 2016 1996 and the related unaudited consolidated statements of income income, cash flow and cash flows and changes in shareholders’ ' equity of the Company Guarantor and its consolidated Subsidiaries for the threesix-month period ended on such date, and set forth in the Guarantor's Form 10-Q for such period and furnished to the Lenders Creditors prior to the Effective Date, Date present fairly in all material respects the consolidated financial condition of the Company Guarantor and its consolidated Subsidiaries at the date of said such consolidated statement of financial statements condition and the consolidated results of the operations of the Guarantor and its consolidated Subsidiaries for the period covered thereby, subject to normal year end adjustmentssuch six-month period. All such consolidated financial statements have been prepared in accordance with GAAP generally accepted accounting principles consistently applied except to the extent provided in the notes to said financial statements and applied, subject, in the case of the unaudited consolidated financial statementsstatements at June 30, 1996, to normal year-year end audit adjustments (all of which are of a recurring nature and none of whichadjustments. Since December 31, individually or 1995, there has been no material adverse change in the aggregatebusiness, would be materialoperations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Guarantor or of the Guarantor and the absence of footnotesits Subsidiaries taken as a whole. (ii) [Reserved] (b) As On and as of the Effective Initial Borrowing Date, after giving effect to all Indebtedness (iincluding the Revolving Loans) being incurred or assumed and Liens created in connection therewith, (x) the sum of the fair value of the assets, at a fair valuation, of the Credit Parties (taken as a whole) Guarantor will exceed its or their respective debts, (iiy) the sum of the present fair saleable value of the assets of the Credit Parties (taken as a whole) will exceed its or their respective debts, (iii) the Credit Parties (taken as a whole) have Guarantor has not incurred and do does not intend to incur, and do does not believe that they it will incur, debts beyond their respective its ability to pay such debts as such debts mature, mature and (ivz) the Credit Parties (taken as a whole) will have Guarantor has sufficient capital with which to conduct their respective businessesits business. For purposes of this Section 8.05(b), “clause (e)(ii) "debt” " means any liability on a claim, and “"claim” " means (Ai) right to payment, payment whether or not such a right is reduced to judgment, liquidated, unliquidated, . fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, secured or unsecured or (Bii) 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 90 #93457508v14.

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) The (i) The audited consolidated balance sheet sheets of the Company at Borrower and its Subsidiaries for its fiscal year ended on December 31, 2015 and December 31, 2014 2001 and the related audited consolidated statements of income and income, cash flows and changes in shareholders’ ' equity of the Company Borrower and its Subsidiaries for the Fiscal Years its fiscal year ended on such datesdate, in each case and (ii) unaudited consolidated balance sheets of the Borrower and its Subsidiaries for its fiscal quarter ended September 30, 2002 and the related unaudited consolidated statements of income, cash flows and shareholders' equity of the Borrower and its Subsidiaries for its fiscal quarter ended on such date, copies of which have been furnished to the Lenders prior to the Effective Initial Borrowing Date, present fairly in all material respects the consolidated financial position of the Company Borrower and its Subsidiaries at the date dates of said such balance sheets and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods covered thereby. All interim monthly 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 Company for the three-month period ended on such date, furnished to the Lenders prior to the Effective Date, Initial Borrowing Date present fairly in all material respects the consolidated financial condition results of the Company at operations of the date of said financial statements Borrower and the results its Subsidiaries for the period periods covered thereby, subject to normal year end adjustments. All such of the foregoing historical financial statements have been prepared in accordance with GAAP generally accepted accounting principles consistently applied except to the extent provided in the notes to said financial statements and subject(except, in the case of the unaudited aforementioned interim financial 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) adjustment and the absence of footnotes). (ii) [Reserved] (b) As On and as of the Effective Date, Initial Borrowing Date and after giving effect to the Transaction and to all Indebtedness (including the Loans) being incurred or assumed and Liens created by the Credit Parties in connection therewith (i) the sum of the fair value of the assets, at a fair valuation, of the Credit Parties (Borrower on a stand-alone basis and of the Borrower and its Subsidiaries taken as a whole) whole will exceed its or their respective debts, (ii) the sum each of the present fair saleable value of Borrower on a stand alone basis and the assets of the Credit Parties (Borrower and its Subsidiaries taken as a whole) will exceed its or their respective debts, (iii) the Credit Parties (taken as a whole) whole have not incurred and do not intend to incur, and do not believe that they will incur, debts beyond their respective ability to pay such debts as such debts mature, and (iviii) the Credit Parties (Borrower on a stand-alone basis and the Borrower and its Subsidiaries taken as a whole) whole will have sufficient capital with which to conduct their respective businesses. For purposes of this Section 8.05(b7.5(b), “"debt” " means any liability on a claim, and “"claim” " means (Aa) 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 (Bb) 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 90 #93457508v14circumstances 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) (i) The audited consolidated balance sheet sheets of the Company Holdings and its Subsidiaries at December 31, 2015 2017, December 31, 2016 and December 31, 2014 2015 and the related consolidated statements of income and cash flows and changes in shareholders’ stockholder’s equity of Holdings and its Subsidiaries for each of the Company for the Fiscal Years fiscal years of Holdings ended on such dates, in each case furnished to the Administrative Agent for delivery to the Lenders prior to the Amendment No. 2 Effective DateDate (it being understood that such financial information shall be deemed to have been delivered to the Administrative Agent by Holdings’ posting of such information on the SEC website on the Internet at xxx.xxx/xxxxx/searches.htm), present fairly in all material respects the consolidated financial position of the Company Holdings and its Subsidiaries at the date dates of said financial statements and the results of operations for the respective periods covered thereby and (ii) the unaudited consolidated balance sheet of the Company Holdings and its Subsidiaries as at June 30, 2016 2018 and the related consolidated statements of income and cash flows and changes in shareholdersstockholders’ equity of the Company Holdings and its Subsidiaries for the threesix-month period ended on such date, in each case furnished to the Administrative Agent for delivery to the Lenders prior to the Amendment No. 2 Effective DateDate (it being understood that such financial information shall be deemed to have been delivered to the Administrative Agent by Holdings’ posting of such information on the SEC website on the Internet at xxx.xxx/xxxxx/searches.htm), present fairly in all material respects the consolidated financial condition of the Company Holdings and its Subsidiaries at the date of said financial statements and the results of operations for the period respective periods covered thereby, subject to normal year year-end adjustmentsadjustments and the absence of footnotes. All such financial statements have been prepared in accordance with 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. (iib) [Reserved]. (bc) As On and as of the Effective Closing Date, and after giving effect to the Transactions and to all Indebtedness (including the Loans) being incurred or assumed and Liens created by the Credit Parties in connection therewith and on and as of the date of any subsequent Borrowing (after giving effect to such Borrowing), (i) the sum of the fair value of the assets, at a fair valuation, of the Credit Parties (taken as a whole) will exceed its or their respective debts, (ii) the sum of the present fair saleable salable value of the assets of the Credit Parties (taken as a whole) will exceed its or the amount that will be required to pay their respective debtsdebts as such debts become absolute and matured, (iii) the Credit Parties (taken as a whole) have not incurred and do not intend to incur, and do not believe that they will incur, incur debts beyond their respective ability to pay such debts as such debts mature, and (iv) the Credit Parties (taken as a whole) will have sufficient capital with which to conduct their respective businesses. For purposes of this Section 8.05(b‎Section 3.05(c), “debt” means any liability on a claim, and “claim” means (Aa) 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 (Bb) 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 90 #93457508v14.