Common use of Use of Proceeds; Going Concern of the Company Clause in Contracts

Use of Proceeds; Going Concern of the Company. All indebtedness represented by the Notes is being incurred for the purposes set forth in the Pricing Disclosure Package and Final Offering Memorandum as indicated in the “Use of Proceeds” section of the Pricing Disclosure Package and Final Offering Memorandum. On the Closing Date, after giving pro forma effect to the Offering and the use of proceeds therefrom as indicated in the “Use of Proceeds” section of the Pricing Disclosure Package and Final Offering Memorandum, the Company and the Guarantors (i) will be Solvent, (ii) will have sufficient capital for carrying on its business as presently conducted and (iii) will be able to pay its debts as they mature. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company and each Guarantor is not less than the total amount required to pay the liabilities of the Company and each Guarantor on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company and each Guarantor is able to pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the Offering and issuance of the Notes and Guarantees as contemplated by this Agreement and the Pricing Disclosure Package and Final Offering Memorandum, neither the Company nor any Guarantor is incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; and (iv) neither the Company nor any Guarantor is engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company or any Guarantor is engaged.

Use of Proceeds; Going Concern of the Company. All indebtedness represented by the Notes is being incurred for the proper purposes set forth and in the Pricing Disclosure Package and Final Offering Memorandum as indicated in the “Use of Proceeds” section of the Pricing Disclosure Package and Final Offering Memorandumgood faith. On the Closing Date, after giving pro forma effect to the Offering and the use of proceeds therefrom as indicated in the “Use of Proceeds” section of the Pricing Disclosure Package Time of Sale Document and Final Offering Memorandum, the Company and the Guarantors each Guarantor (i) will be Solventsolvent, (ii) will have sufficient capital for carrying on its business as presently conducted and (iii) will be able to pay its debts as they mature. As used in this paragraph, the term “Solventsolvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company and each Guarantor is not less than the total amount required to pay the liabilities of the Company and each Guarantor on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company and each Guarantor is able to pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the Offering and issuance of the Notes and Guarantees as contemplated by this Agreement and the Pricing Disclosure Package Time of Sale Document and the Final Offering Memorandum, neither the Company nor any Guarantor is incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; and (iv) neither the Company nor any Guarantor is engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company or any Guarantor is engaged; and (v) neither the Company nor any Guarantor is otherwise insolvent under the standards set forth in Applicable Laws.

Use of Proceeds; Going Concern of the Company. All indebtedness represented The Company will apply the net proceeds from the sale of the Securities and the F3 Securities to be sold by the Notes is being incurred for the purposes set forth in the Pricing Disclosure Package and Final Offering Memorandum it hereunder substantially as indicated in the “Use of Proceeds” section of the Pricing Registration Statement, the General Disclosure Package and Final Offering Memorandumthe Prospectus. On the Closing Date, after giving pro forma effect to the Offering offering of the Securities and the F3 Securities and the use of proceeds therefrom as indicated in the “Use of Proceeds” section of the Pricing Registration Statement, the General Disclosure Package and Final Offering Memorandumthe Prospectus, the Company and the Guarantors (i) will be Solvent, Solvent (ii) will have sufficient capital for carrying on its business as presently conducted and (iii) will be able to pay its debts as they maturedefined below). As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company and each Guarantor is not less than the total amount required to pay the liabilities of the Company and each Guarantor on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company and each Guarantor is able to pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the Offering and issuance of the Notes Securities and Guarantees the F3 Securities as contemplated by this Agreement and the Pricing Registration Statement, the General Disclosure Package and Final Offering Memorandumthe Prospectus, neither the Company nor any Guarantor is not incurring debts or liabilities beyond its their ability to pay as such debts and liabilities mature; and (iv) neither the Company nor any Guarantor is not engaged in any business or transaction, and does not propose nor proposes to engage in any business or transaction, for which its property their property, taken as a whole, would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company or any Guarantor is engaged; and (v) the Company is not otherwise insolvent under the standards set forth in applicable Cayman Islands laws.

Use of Proceeds; Going Concern of the Company. All indebtedness represented by the Notes is being incurred for the purposes set forth in the Pricing Disclosure Package and Final Offering Memorandum as indicated in the “Use of Proceeds” section of the Pricing Disclosure Package and Final Offering MemorandumMemorandum and in good faith. On the Closing Date, after giving pro forma effect to the Offering and the making of the loans and other credit extensions under the Amended and Restated Credit Agreement and the use of proceeds therefrom as indicated in the “Use of Proceeds” section of the Pricing Disclosure Package and Final Offering Memorandum, the Company and the Guarantors (i) will be Solvent, (ii) will have sufficient capital for carrying on its business as presently conducted and (iii) will be able to pay its debts as they mature. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company and each Guarantor is not less than the total amount required to pay the liabilities of the Company and each Guarantor on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company and each Guarantor is able to pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the Offering and issuance of the Notes and Guarantees as contemplated by this Agreement and the Pricing Disclosure Package and Final Offering Memorandum, neither the Company nor any Guarantor is incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; and (iv) neither the Company nor any Guarantor is engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company or any Guarantor is engaged; and (v) neither the Company nor any Guarantor is otherwise insolvent under the standards set forth in Applicable Laws.

Use of Proceeds; Going Concern of the Company. All indebtedness represented by the Notes is being incurred for the purposes set forth in the Pricing Disclosure Package and Final Offering Memorandum as indicated in the “Use of Proceeds” section of the Pricing Disclosure Package and Final Offering Memorandumin good faith. On the Closing Date, after giving pro forma effect to the Offering and the use of proceeds therefrom as indicated in the “Use of Proceeds” section of the Pricing Disclosure Package and Final Offering MemorandumPackage, the Company and the Guarantors (i) will be Solvent, (ii) will have sufficient capital for carrying on its business as presently conducted and (iii) will be able to pay its debts as they mature. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company and each Guarantor is not less than the total amount required to pay the liabilities of the Company and each Guarantor on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company and each Guarantor is able to pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the Offering and issuance of the Notes and Guarantees as contemplated by this Agreement and the Pricing Disclosure Package and Final Offering MemorandumPackage, neither the Company nor any Guarantor is incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; and (iv) neither the Company nor any Guarantor is engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company or any Guarantor is engaged; and (v) neither the Company nor any Guarantor is otherwise insolvent under the standards set forth in Applicable Laws.

Use of Proceeds; Going Concern of the Company. All indebtedness represented by the Notes is being incurred for the proper purposes set forth and in the Pricing Disclosure Package and Final Offering Memorandum as indicated in the “Use of Proceeds” section of the Pricing Disclosure Package and Final Offering Memorandumgood faith. On the Closing Date, after giving pro forma effect to the Offering and the use of proceeds therefrom as indicated in the “Use of Proceeds” section of the Pricing Disclosure Package Time of Sale Document and Final Offering MemorandumCircular, the Company each Co-Issuer and the Guarantors each Guarantor (i) will be Solventsolvent, (ii) will have sufficient capital for carrying on its business as presently conducted and (iii) will be able to pay its debts as they mature. As used in this paragraph, the term “Solventsolvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company each Co-Issuer and each Guarantor is not less than the total amount required to pay the liabilities of the Company each Co-Issuer and each Guarantor on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company each Co-Issuer and each Guarantor is able to pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the Offering and issuance of the Notes and Guarantees as contemplated by this Agreement and the Pricing Disclosure Package Time of Sale Document and the Final Offering MemorandumCircular, neither none of the Company nor Co-Issuers or any Guarantor is incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; and (iv) neither none of the Company nor Co-Issuers or any Guarantor is engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company or any Guarantor is engaged; and (v) none of the Co-Issuers or any Guarantor is otherwise insolvent under the standards set forth in applicable laws.

Use of Proceeds; Going Concern of the Company. All indebtedness represented by the Notes is being incurred for the purposes set forth in the Pricing Disclosure Package and Final Offering Memorandum Circular as indicated in the “Use of Proceeds” section of the Pricing Disclosure Package and Final Offering MemorandumCircular and in good faith. On the Closing Date, after giving pro forma effect to the Offering and the making of the loans and other credit extensions under the Amended and Restated Credit Agreement and the use of proceeds therefrom as indicated in the “Use of Proceeds” section of the Pricing Disclosure Package and Final Offering MemorandumCircular, the Company and the Guarantors (i) will be Solvent, (ii) will have sufficient capital for carrying on its business as presently conducted and (iii) will be able to pay its debts as they mature. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company and each Guarantor is not less than the total amount required to pay the liabilities of the Company and each Guarantor on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company and each Guarantor is able to pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the Offering and issuance of the Notes and Guarantees as contemplated by this Agreement and the Pricing Disclosure Package and Final Offering MemorandumCircular, neither the Company nor any Guarantor is incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; and (iv) neither the Company nor any Guarantor is engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company or any Guarantor is engaged; and (v) neither the Company nor any Guarantor is otherwise insolvent under the standards set forth in Applicable Laws.