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

Financial Statements; Financial Condition; Undisclosed Liabilities. (a) (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. (a) (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 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 notes 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 #93457508v14said financial statements.

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. (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 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. (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 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. (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 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. (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.