Common use of Financial Condition Clause in Contracts

Financial Condition. (A) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee and its Subsidiaries as at December 31, 1999, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of the Lessee and its Subsidiaries for the fiscal year then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither the Lessee nor any of its Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole.

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Company and its consolidated Subsidiaries as at December 31, 1999, 1996 and the related consolidated and consolidating statements of income, stockholders' equity income and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young, a copy of which has been furnished to the Obligee, fairly and accurately present the consolidated financial condition of the Lessee Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such statements were prepared in conformity with GAAP and fairly present . (b) In the financial position (on a event the Issuance Date occurs after May 15, 1997: The unaudited consolidated and, where applicable, consolidating basis) balance sheets of the entities described in such financial statements Company and its consolidated Subsidiaries as at the respective dates thereof March 31, 1997, and the results related consolidated statements of operations income and cash flows (on a consolidated and, where applicable, consolidating basis) of for the entities described therein for each of the periods three months then ended, subjecta copy of which has been delivered to the Obligee, in fairly and accurately presents the case consolidated financial condition of any the Company and its con- solidated Subsidiaries as at such unaudited financial statementsdate, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to changes resulting from audit and normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) All such financial statements described in clauses (a) and (b) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may be, and as disclosed therein). Neither the Lessee Company nor any of its consolidated Subsidiaries has (and will nothad, following at the Initial Borrowing Datedate of the most recent balance sheet referred to above, have) any Contingent material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward for- ward or long-term commitment that commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto and which or in any such case is material in relation to Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Lessee Company or any of its Subsidiariesconsolidated Subsidiaries of any ma- terial part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) which is material in rela- tion to the consolidated financial condition of the Company and its consolidated Subsidiaries at December 31, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion. (Bd) Except The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as fully disclosed in to future events are subject to certain uncertainties and contingencies which are beyond the financial statements delivered pursuant to Section 5(c)(A), there were as control of the Initial Borrowing Date Company and may be significant, and thus no liabilities or obligations with respect to assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the Lessee and its Subsidiaries actual results of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As operations of the Initial Borrowing Date, the Lessee does not know of any basis Company and Subsidiar- ies for the assertion against it period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholefootnotes.

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Parent Borrower as at December 31, 2022, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified report from ▇▇▇▇▇ & ▇▇▇▇▇ LLP, present fairly, in all material respects, the consolidated financial condition of the Parent Borrower and its Subsidiaries as at December 31, 1999such date, and the related consolidated results of its operations and consolidating statements of income, stockholders' equity and its consolidated cash flows of the Lessee and its Subsidiaries for the fiscal year then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a The unaudited consolidated and, where applicable, consolidating basis) balance sheet of the entities described in such financial statements Parent Borrower and its Subsidiaries as at the respective dates thereof last day of any subsequent fiscal quarter ended at least 45 days prior to the Closing Date and the results related unaudited consolidated statements of operations income and cash flows (for the three-month periods ended on a such dates, present fairly, in all material respects, the consolidated and, where applicable, consolidating basis) financial condition of the entities described therein Parent Borrower and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for each of the three-month periods then ended, subject, in the case of any such unaudited financial statements, ended (subject to changes resulting from audit and normal year-end audit adjustments). Neither All such financial statements, including the Lessee nor any related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of its Subsidiaries has accountants and disclosed therein). (and will not, following b) As of the Initial Borrowing Closing Date, have) no Group Member has any Contingent Obligationmaterial Guarantee Obligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitment commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are required to be reflected in financial statements in accordance with GAAP and are not reflected in the foregoing most recent financial statements or referred to in paragraph (b). During the notes thereto period from December 31, 2022 to and which in including the Closing Date there has been no Disposition by any such case is Group Member of any material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects part of the Lessee business or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as property of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absoluteGroup Members, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed whole (other than in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholeordinary course of business).

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets Annexed hereto as Schedule 4.5(a) are copies of the Lessee Financial Statements. The Financial Statements are complete and its Subsidiaries as at December 31correct in all material respects, 1999, have been prepared in accordance with GAAP and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of the Lessee and its Subsidiaries for the fiscal year then ended. All such statements were prepared in conformity with GAAP the practices consistently applied by the Company and its Subsidiary without modification of the accounting principles used in the preparation thereof and present fairly present in all material respects the financial position (on a consolidated andposition, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein Company and its Subsidiary as at the dates and for each of the periods then endedindicated, subject, subject in the case of any such unaudited financial statementsthe Interim Financial Statements, to changes resulting from audit normal and normal recurring year-end adjustmentsadjustments and the absence of notes. Neither The Financial Statements were prepared from the Lessee nor any Books and Records and contain and reflect all necessary adjustments and accruals for a fair and accurate presentation of the financial condition of the Company and its Subsidiaries has (Subsidiary as of their respective dates in all respects. The Company and will notits Subsidiary have no off balance sheet Indebtedness or other obligations. The Accounts Receivable have arisen in the ordinary course of business and, following to the Initial Borrowing Dateknowledge of the Company, have) any Contingent Obligation, contingent liability there are no facts or liability for taxes, long-term lease or unusual forward or long-term commitment other information that is not indicates that the reserves and accruals reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation Financial Statements are inadequate as to the businessdate thereof. The accounts payable shown on the Financial Statements and Books and Records are valid and genuine, operationshave arisen solely out of bona fide sale of products, properties, assets, condition (financial or otherwise) or prospects and other business transactions in the ordinary course of the Lessee or any of its Subsidiariesbusiness consistent with past practice in each case with persons other than Affiliates. (Bb) Except as fully disclosed for (i) the liabilities reflected in the financial statements delivered pursuant to Section 5(c)(AFinancial Statements, (ii) trade payables and accrued expenses incurred since the Interim Balance Sheet Date in the ordinary course of business, none of which are material, (iii) executory contract obligations under (x) Material Contracts listed on Schedule 4.10(a), there were as of and/or (y) Contracts not required to be listed on Schedule 4.10(a), and (iv) the Initial Borrowing Date no liabilities set forth on Schedule 4.5(b) attached hereto, neither the Company nor its Subsidiary has any material liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether accrued, absolute, accruedcontingent, contingent known, unknown or otherwise otherwise, and whether or not due) which, either individually or in aggregate, could reasonably be expected of a nature required to be material reflected or reserved against in a balance sheet in accordance with GAAP). (c) Except as otherwise set forth on Schedule 4.5(c), the inventory of the Company and its Subsidiary as of the Closing Date shall consist of items that are usable and saleable in the ordinary and usual course of business for the purposes for which intended, except to the Lessee extent written down or reserved against on the Actual Closing Balance Sheet. Except as otherwise set forth on Schedule 4.5(c), the Company’s and its Subsidiaries taken as a whole. As of Subsidiary’s inventory is valued on the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee Company’s and its Subsidiaries taken as a wholeSubsidiary’s books of account in accordance with GAAP (on an average cost basis) at the lower of cost or market, and the value of obsolete materials, materials below standard quality and slow-moving materials have been written down in accordance with GAAP.

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Company and its Subsidiaries as at of December 31, 19992003 and December 31, 2004 and the related consolidated and consolidating statements of income, stockholders' equity and cash flows and stockholders’ equity of the Lessee Company and its Subsidiaries for the fiscal year then ended. All such statements were prepared in conformity years ended on said dates, with GAAP the opinion thereon of Ernst & Young LLP, heretofore furnished to each of the Lenders, are complete and correct and fairly present the consolidated financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described in such financial statements Company and its Subsidiaries as at the respective said dates thereof and the consolidated results of their operations and cash flows (for the fiscal year ended on a consolidated andsaid dates, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, all in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustmentsaccordance with generally accepted accounting principles. Neither the Lessee Company nor any of its Subsidiaries has (and will nothad on said dates any material contingent liabilities, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability material liabilities for taxes, long-term lease or material unusual forward or long-term commitment that is not commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheet as at said dates. (b) The consolidated balance sheets of the Company and its Subsidiaries as of June 30, 2005 and the related consolidated statements of income, cash flows and stockholders’ equity of the Company and its Subsidiaries for the six-month period ended on said date, heretofore furnished to each of the Lenders, are complete and correct and fairly present the consolidated financial condition of the Company and its Subsidiaries as at said date and the consolidated results of their operations for the six-month period ended on said date, all in accordance with generally accepted accounting principles. Neither the Company nor any of its Subsidiaries had on said date any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheet as at said date. (c) Since December 31, 2004, there has been no material adverse change in the foregoing consolidated financial statements or the notes thereto and which in any such case is material in relation to the businesscondition, operations, properties, assets, condition (financial or otherwise) business or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee Company and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole).

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets sheet of the Lessee JIC ------------------- and its consolidated Subsidiaries as at December 31June 30, 1999, 1996 and the related consolidated and consolidating statements of income, stockholders' equity income and of cash flows for the fiscal year ended on such date, reported on by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ L.L.P., copies of which have heretofore been furnished to each Lender, present fairly in all material respects the Lessee consolidated financial condition of JIC and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and normal year-end adjustmentsnotes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). Neither JIC, the Lessee Borrower nor any of its their consolidated Subsidiaries has (and will nothad, following the Initial Borrowing Dateas of June 30, have) 1996, any Contingent material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the schedules or notes thereto thereto. Except as set forth on Schedule 5.1, ------------ during the period from June 30, 1996 to and which in including the date hereof there has been no sale, transfer or other disposition by JIC or any such case is of its consolidated Subsidiaries of any material part of its business, assets or property and no purchase or other acquisition of any business, assets or property (including any Capital Stock of any other Person) material in relation to the businessconsolidated financial condition of JIC and its consolidated Subsidiaries at June 30, operations1996, properties, assets, condition (financial or otherwise) or prospects of other than the Lessee or any of its SubsidiariesStock Purchase. (Bb) Except The financial statements of the Borrower and the Restricted Subsidiaries and other information most recently delivered under Sections 7.1(a) --------------- and (b) were prepared in accordance with GAAP and present fairly the --- consolidated financial condition, results of operations, and cash flows of the Borrower and the Restricted Subsidiaries as fully disclosed of, and for the portion of the fiscal year ending on the date or dates thereof (subject in the financial case of interim statements delivered pursuant only to Section 5(c)(Anormal year-end audit adjustments). There were no material liabilities, there were direct or indirect, fixed or contingent, of the Borrower or the Restricted Subsidiaries as of the Initial Borrowing Date no liabilities date or obligations with respect to the Lessee and its Subsidiaries dates of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or such financial statements which are not due) which, either individually reflected therein or in aggregatethe notes thereto. Except for transactions directly related to, or specifically contemplated by, the Loan Documents, there have been no changes in the consolidated financial condition of the Borrower or the Restricted Subsidiaries from that shown in such financial statements after such date which could reasonably be expected to be material to have a Material Adverse Effect, nor has the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of Borrower or any basis for the assertion against it of Restricted Subsidiary incurred any liability (including, without limitation, any liability under any Environmental Law), direct or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) whichindirect, either individually fixed or in the aggregatecontingent, after such date which could reasonably be expected to be material to the Lessee and its Subsidiaries taken as have a wholeMaterial Adverse Effect.

Financial Condition. (A1) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets sheet of the Lessee Guarantor and its consolidated Subsidiaries as at December 31, 1999, 2019 and the related consolidated and consolidating statements of incomeincome for the fiscal year ended on such date, stockholders' equity reported on by the Guarantor's independent public accountants, copies of which have heretofore been furnished to the Administrative Agent, are complete and cash flows correct, in all material respects, and present fairly the financial condition of the Lessee Guarantor and its consolidated Subsidiaries as at such date, and the results of operations for the fiscal year then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited Such financial statements, including any related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the external auditors and as disclosed therein, if any). (2) Except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to changes resulting from audit and normal year-end adjustments. Neither the Lessee nor above, any of its Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent Obligationmaterial guarantee obligation, contingent liability (as defined in accordance with GAAP), or liability for taxes, any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (3) During the period from December 31, 2019 to and which including the date hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or otherwise disposed of any such case is material part of its business or property, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee Guarantor and its consolidated Subsidiaries of any nature whatsoever (whether absoluteat December 31, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole2019.

Financial Condition. (Aa) The Lessee Company has heretofore delivered furnished to the LessorAdministrative Agent (a) the audited Consolidated balance sheet of the Company and its Subsidiaries and the related audited statements of income, retained earnings and cash flow of the Company and its Subsidiaries audited by KPMG, LLP, the Agent Company’s independent registered public accounting firm, for the fiscal year ended July 31, 2008 and (b) the Lenders, the following financial statements and information: the audited consolidated and consolidating unaudited Consolidated balance sheets sheet of the Lessee Company and its Subsidiaries as at December 31of April 30, 19992009, and the related consolidated and consolidating unaudited Consolidated statements of income, stockholders' equity and cash flows income of the Lessee Company and its Subsidiaries for the fiscal year then endedthree and nine-month periods ended April 30, 2009 and the cash flow statement for the nine-month period ended April 30, 2009 (collectively, the “financial statements”). All such The financial statements were prepared in conformity with GAAP and Generally Accepted Accounting Principles and, to the Company’s knowledge, fairly present the consolidated financial position (on a consolidated and, where applicable, consolidating basis) and results of operations of the entities described in Company and its Subsidiaries as of the date of such financial statements as at and for the respective dates thereof and the results of operations and cash flows (on a consolidated periods to which they relate and, where applicable, consolidating basis) since the date of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither the Lessee nor any of its Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected except as disclosed in the foregoing financial statements or Company’s Quarterly Report to the notes thereto Securities and which Exchange Commission on Form 10-Q filed June 3, 2009 (the “Latest 10-Q”), no material adverse change in any such case is material in relation to the business, operations, properties, assets, operations or assets or condition (financial or otherwise) or prospects of the Lessee Company and its Subsidiaries has occurred. There are no material obligations or any material liabilities, contingent or otherwise, of the Company and its Subsidiaries. (B) Except as fully Subsidiaries which are not reflected in such financial statements other than obligations incurred in the ordinary course of the Company’s business since the date of such financial statements, disclosed in the financial statements delivered pursuant Latest 10-Q or specifically disclosed elsewhere in this Agreement or any schedule hereto, subject, however, to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations normal year-end adjustments with respect to the Lessee unaudited financial statements referred to above. (b) The Company and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As each of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that Guarantors is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholeSolvent.

Financial Condition. (A) The Lessee has Obligors have heretofore delivered furnished to each of the Lessor, Lenders the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Company and its Subsidiaries as at December 31, 1999, 1996 and the related consolidated and consolidating statements of income, stockholders' equity retained earnings and cash flows flow of the Lessee Company and its Subsidiaries for the fiscal year then endedended on said date, with the opinion thereon (in the case of said consolidated balance sheet and statements) of Arthur Andersen L.L.P., and the unaudited consolidated and consolida▇▇▇▇ ▇a▇▇▇▇▇ ▇▇eets of the Company and its Subsidiaries as at July 31, 1997 and the related consolidated and consolidating statements of income and retained earnings of the Company and its Subsidiaries for the seven-month period ended on such date. All such financial statements were prepared in conformity with GAAP are complete and correct and fairly present the consolidated financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described Obligors, and (in such the case of said consolidating financial statements statements) the respective unconsolidated financial condition of the Obligors, as at the respective said dates thereof and the consolidated and unconsolidated results of their operations for the fiscal year and cash flows seven-month period ended on said dates (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statementsstatements as at July 31, 1997, to changes resulting from audit and normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis, except as otherwise indicated in the notes thereto. Neither None of the Lessee nor Obligors has on the date hereof any of its Subsidiaries has (and will notmaterial contingent liabilities, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability liabilities for taxes, long-term lease or unusual forward or long-term commitment that is not commitments or unrealized or anticipated losses from any unfavorable commitments, in each case, of a type required to be reflected in a balance sheet prepared in accordance with GAAP, except as referred to or reflected or provided for in said balance sheets as at said dates. Since December 31, 1996, there has been no material adverse change in the foregoing consolidated financial statements or the notes thereto and which in any such case is material in relation to the businesscondition, operations, properties, assets, condition (financial or otherwise) business or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As whole of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever Obligors from that is not fully disclosed set forth in the said financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholeat said date.

Financial Condition. The Company has furnished to each Lender: (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets sheet of the Lessee Company and its consolidated Subsidiaries as at of December 31, 19992012, and the related consolidated and consolidating statements of income, stockholders' equity operations and cash flows of the Lessee and its Subsidiaries members’ capital or deficiency for the fiscal year ended on said date, said financial statements having been certified by a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the Required Lenders; and (b) The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2013, and the related consolidated statements of operations for the Quarter then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof referred to above (i) are complete and the results of operations and cash flows correct in all material respects (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such the unaudited financial statementsstatements referred to above, to changes resulting from year‑end and audit adjustments), (ii) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and normal year-end adjustments(iii) fairly present the financial condition of the respective entity or groups of entities which is or are the subject of such financial statements (as stated above), on a consolidated basis, as of the respective dates of the balance sheets included in such financial statements and the results of operations of such entity or groups of entities for the respective periods ended on said dates. Neither None of the Lessee nor Company and its Restricted Subsidiaries had on any of its Subsidiaries has (and will notsaid dates any material contingent liabilities, following the Initial Borrowing Dateliabilities for Taxes, have) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not long‑term commitments or unrealized or anticipated losses from any unfavorable commitments or operations which are substantial in amount, except as referred to or reflected or provided for in the foregoing said financial statements of the Company and its consolidated Subsidiaries as of said respective dates or the notes thereto and which in any such case is material in relation as disclosed to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lenders in writing prior to the Lessee or any of its Subsidiaries. (B) Closing Date. Except as fully disclosed to the Lenders in writing prior to the Closing Date, since December 31, 2012, there has been no material adverse change in the financial statements delivered pursuant to Section 5(c)(A), there were condition (from that shown by the respective balance sheet as of December 31, 2012 included in said financial statements) or the Initial Borrowing Date no liabilities businesses or obligations with respect to operations of the Lessee Company and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Restricted Subsidiaries taken as a whole. As of whole on a pro forma combined basis (after giving effect to the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected Indebtedness contemplated to be material to incurred on the Lessee Closing Date and its Subsidiaries taken as a wholethe use of proceeds thereof).

Financial Condition. (Ai) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets sheet of the Lessee Company and its Subsidiaries as at of December 31, 19991997, and the related together with consolidated and consolidating statements of income, stockholders' equity and cash flows of the Lessee and its Subsidiaries for the fiscal year then ended. All such statements were prepared in conformity with GAAP , certified by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., heretofore delivered to the Agent and the Banks, fairly present the consolidated financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described in such financial statements as at the respective dates thereof Company and its Subsidiaries and the results of their operations and cash flows (on a consolidated and, where applicable, consolidating basis) as of the entities described therein dates and for each the periods referred to and have been prepared in accordance with GAAP consistently applied throughout the periods involved. As of the periods then endeddate hereof, subjectthere are no material liabilities, in direct or indirect, fixed or contingent, of the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither the Lessee nor Company or any of its Subsidiaries has (and will not, following as of the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is dates of such balance sheet which are not reflected therein or in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiariesthereto. (Bii) Except The unaudited consolidated balance sheets of the Company and its Subsidiaries as fully disclosed in of March 31, 1998, and June 30, 1998, together with unaudited and consolidated statements of income for the three month and six month periods then ended and the unaudited statements of cash flows for the three months and six months, respectively, then ended, heretofore delivered to the Agent and the Banks, fairly present the consolidated financial statements delivered pursuant to Section 5(c)(A), there were condition of the Company and its Subsidiaries and the results of their operations as of the Initial Borrowing Date no liabilities or obligations dates and for the periods referred to and have been prepared in accordance with respect GAAP consistently applied throughout the periods involved, subject to the Lessee and its Subsidiaries omission or curtailment of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholefootnotes. As of the Initial Borrowing Datedate hereof, there are no material liabilities, direct or indirect, fixed or contingent, of the Lessee does Company and any of its Subsidiaries as of the dates of such balance sheets which are not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually reflected therein or in the aggregatenotes thereto. (iii) There has been no Material Adverse Change. (iv) Since December 31, 1997, there has not occurred any fact, event or condition which could reasonably be expected to be material to the Lessee and its Subsidiaries taken as have a wholeMaterial Adverse Effect.

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Borrower and its consolidated Subsidiaries as at December 31, 19992011 and December 25, 2010, respectively, and the related consolidated and consolidating statements of income, stockholders' equity operations and of cash flows of the Lessee and its Subsidiaries for the fiscal year years ended on such dates, reported on by BDO ▇▇▇▇▇▇▇, LLP, copies of which have heretofore been furnished to each Lender, present fairly, in all material respects, the consolidated and consolidating financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated and consolidating results of their operations and of their cash flows for the fiscal years then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and normal year-end adjustmentsnotes thereto, were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as otherwise expressly noted therein, and show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and each of its Subsidiaries as of the dates thereof, including liabilities for taxes, material commitments and Indebtedness. Neither the Lessee Borrower nor any of its consolidated Subsidiaries has (and will nothad, following at the Initial Borrowing Datedate of the most recent balance sheets referred to above, have) any Contingent material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or unusual material forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition thereto. (financial or otherwiseb) or prospects As of the Lessee date hereof, there are no material liabilities or obligations of the Borrower or any of its Subsidiaries. , whether direct or indirect, absolute or contingent, or matured or unmatured, other than (Bi) Except as fully disclosed or provided for in the financial statements delivered pursuant and notes thereto which are referred to Section 5(c)(A)above, there were as or (ii) which are disclosed elsewhere in this Agreement or in the Schedules hereto, or (iii) arising in the ordinary course of business since December 31, 2011 or (iv) created by this Agreement. As of the Initial Borrowing Date no liabilities or obligations with respect date hereof, the written information, exhibits and reports furnished by the Borrower to the Lessee and its Subsidiaries Lenders in connection with the negotiation of any nature whatsoever (whether absolutethis Agreement, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed are complete and correct in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be all material to the Lessee and its Subsidiaries taken as a wholerespects.

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following audited consolidated financial statements and information: the audited consolidated and consolidating balance sheets of Borrower as of the Lessee and its Subsidiaries as at December Fiscal Year ended March 31, 19992017, as included in the Borrower’s Annual Report on Form 10-K filed with the SEC, and the related Borrower’s consolidated and consolidating quarterly financial statements of income, stockholders' equity and cash flows of the Lessee and its Subsidiaries for the fiscal year then ended. All such statements were Fiscal Quarter ending on or about June 30, 2017, as included in the Borrower’s Quarterly Report on Form 10-Q filed with the SEC (collectively, the “Financial Statements”), all heretofore furnished to the Lender, have been prepared in conformity accordance with GAAP (except in the case of quarterly statements, absent customary year-end adjustments) consistently applied throughout the periods indicated are all true and correct in all material respects and present fairly present the financial position (on a consolidated and, where applicable, consolidating basis) condition at the date of the entities described in such said financial statements as at the respective dates thereof and the results of operations and cash flows (for the fiscal period then ending. The Borrower as of June 30, 2017, on a consolidated andbasis, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of did not have any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither the Lessee nor any of its Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent Obligationsignificant liabilities, contingent liability or liability otherwise, including liabilities for taxes, long-term lease Taxes or any unusual forward or long-term commitment that is commitments which were not reflected disclosed by or reserved against in the foregoing financial statements Financial Statements, and at the present time there are no material unrealized or the notes thereto and which in anticipated losses from any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects unfavorable commitments of the Lessee or any of its Subsidiaries. (B) Loan Parties. Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A)on Schedule 4.6, there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries date of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Datethis Agreement, the Lessee does Loan Parties do not know of any basis for the assertion against it any of the Loan Parties of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to this Section 5(c)(A) which4.6 that, either individually or in the aggregate, could reasonably be expected to be material have a Material Adverse Effect. (b) On and as of the date of this Agreement, and after giving effect to all Indebtedness (including the Lessee Loans) and its Subsidiaries Liens created by the Loan Parties in connection herewith, (i) the sum of the assets, at a fair valuation, of the Borrower (standing alone) and the Loan Parties (taken as a whole) will exceed its debts, (ii) the Borrower (standing alone) and the Loan Parties (taken as a whole) has and have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their ability to pay such debts as such debts mature, and (iii) the Borrower (standing alone) and the Loan Parties (taken as a whole) will have sufficient capital with which to conduct its and their respective businesses. For purposes of this Section 4.6(b), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition. (Ai) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets sheet of the Lessee Company and its Subsidiaries as at of December 31, 19991996, and the related together with consolidated and consolidating statements of income, stockholders' equity and cash flows of the Lessee and its Subsidiaries for the fiscal year then ended. All such statements were prepared in conformity with GAAP , certified by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., heretofore delivered to the Agent and the Banks, fairly present the consolidated financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described in such financial statements as at the respective dates thereof Company and its Subsidiaries and the results of their operations and cash flows (on a consolidated and, where applicable, consolidating basis) as of the entities described therein dates and for each the periods referred to and have been prepared in accordance with GAAP consistently applied throughout the periods involved. As of the periods then endeddate hereof, subjectthere are no material liabilities, in direct or indirect, fixed or contingent, of the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither the Lessee nor Company or any of its Subsidiaries has (and will not, following as of the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is dates of such balance sheet which are not reflected therein or in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiariesthereto. (Bii) Except The unaudited consolidated balance sheets of the Company and its Subsidiaries as fully disclosed in of March 31, 1997, and June 30, 1997, together with unaudited and consolidated statements of income for the three month and six month periods then ended and the unaudited statements of cash flows for the three months and six months, respectively, then ended, heretofore delivered to the Agent and the Banks, fairly present the consolidated financial statements delivered pursuant to Section 5(c)(A), there were condition of the Company and its Subsidiaries and the results of their operations as of the Initial Borrowing Date no liabilities or obligations dates and for the periods referred to and have been prepared in accordance with respect GAAP consistently applied throughout the periods involved, subject to the Lessee and its Subsidiaries omission or curtailment of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholefootnotes. As of the Initial Borrowing Datedate hereof, there are no material liabilities, direct or indirect, fixed or contingent, of the Lessee does Company and any of its Subsidiaries as of the dates of such balance sheets which are not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually reflected therein or in the aggregatenotes thereto. (iii) There has been no Material Adverse Change. (iv) Since December 31, 1996, there has not occurred any fact, event or condition which could reasonably be expected to be material to the Lessee and its Subsidiaries taken as have a wholeMaterial Adverse Effect.

Financial Condition. (A) The Lessee Borrower has heretofore delivered to the LessorLenders, the Agent and at the Lenders’ request, the following financial statements and information: the the, as applicable, audited or unaudited consolidated and consolidating balance sheets of the Lessee and its Subsidiaries as at December 31sheets, 1999, and the related consolidated and consolidating statements of income, stockholders' equity income and cash flows of the Lessee Borrower and its Subsidiaries subsidiaries as at and for the fiscal year then endedFiscal Year ended December 31, 2020 and for the Fiscal Quarter ended June 30, 2021, it being understood and agreed that the filing of the Borrower’s Form 10-K for such Fiscal Year and Form 10-Q for such Fiscal Quarter with the SEC shall constitute such delivery. All Subject, in the case of such unaudited statements, to the absence of footnotes and customary year-end audit adjustments, all such statements were prepared in conformity with GAAP and fairly present present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither the Lessee Borrower nor any of its Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment not incurred in the ordinary course of business that as of the Closing Date, is not reflected in the foregoing financial Borrower’s audited consolidated balance sheets, statements of income and cash flows of the Borrower and its subsidiaries as at and for the Fiscal Year ended December 31, 2020 or in the Borrower’s unaudited consolidated balance sheets, statements of income and cash flows of the Borrower and its subsidiaries as at the Fiscal Quarter ended June 30, 2021 or the notes thereto and which thereto, or described in any such case is material in relation to the businessSchedule 7.01, operations, properties, assets, condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could that would reasonably be expected to be material to the Lessee and its Subsidiaries taken as have a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholeMaterial Adverse Effect.

Financial Condition. (Aa) The Lessee Borrower has heretofore delivered to the LessorAgent, the Agent Board and the Lenders, the following financial statements and information: Loan Administrator (i) the audited consolidated and consolidating balance sheets of the Lessee Borrower and its Subsidiaries Group as at December 31, 19992004, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of the Lessee Borrower and its Subsidiaries Group for the fiscal year Fiscal Year then ended, (ii) the unaudited consolidated balance sheets of the Borrower and Group as at June 30, 2005 and the related unaudited consolidated statements of income, stockholders' equity and cash flows of the Borrower and Group for the six months then ended, and (iii) audited consolidated balance sheets of AWA Holdings and AWA as at December 31, 2004, and the related consolidated statements of income, stockholders' equity and cash flows of AWA Holdings and AWA for the Fiscal Year then ended, and (iv) the unaudited consolidated balance sheets of AWA Holdings and AWA as at June 30, 2005 and the related unaudited consolidated statements of income, stockholders' equity and cash flows of AWA Holdings and AWA for the six months then ended. All such financial statements were prepared in conformity accordance with GAAP (except that any unaudited financial statements are subject to normal year-end adjustments and may not be accompanied by footnotes) and fairly present present, in all material respects, the consolidated financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements Persons as at the respective dates date thereof and the consolidated results of operations and cash flows of such Person for the period then ended. (on a consolidated and, where applicable, consolidating basisb) After giving effect to the Consummation of the entities described therein for each of Plan, (i) the periods then endedObligors taken as a whole are Solvent and (ii) no Obligor has any material liability, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither the Lessee nor any of its Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent Obligation, including reasonably likely contingent liability or liability for taxes, long-term lease or any unusual forward or long-term commitment of a type required to be reflected in financial statements prepared in conformity with GAAP, that is not reflected in the foregoing projections and pro forma financial statements or information delivered pursuant to clause (l) of Article III or, in the notes thereto and which case of a Reporting Obligor, taken into account in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects preparation of the Lessee or any annual report on Form 10-K for the fiscal year ended December 31, 2004 of its Subsidiariessuch Reporting Obligor. (Bc) Except Each Reporting Obligor maintains disclosure controls and procedures (as fully defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Obligors and has (i) caused such disclosure controls and procedures to be designed to ensure that material information relating to the Obligors is reported internally, (ii) caused such internal controls over financial reporting to be designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (iii) evaluated the effectiveness of such disclosure controls and procedures and presented as required in the Reporting Obligors' Annual Report on Form 10-K for the Fiscal Year ended December 31, 2004, conclusions about the effectiveness of the disclosure controls and procedures, and (iv) disclosed as required in such Annual Report any change in such internal control over financial reporting that occurred during the relevant reporting period that has materially affected, or is reasonably likely to materially affect, their internal control over financial reporting. (d) Other than as disclosed on Schedule 4.3(d) or as disclosed in the financial statements delivered pursuant to Section 5(c)(A)Annual Report on Form 10-K for the Fiscal Year ended December 31, there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries 2004 of any nature whatsoever Obligor, no Obligor is a party to any "off-balance sheet arrangement" (whether absolutewithin the meaning of Item 303(a)(4) of Regulation S-K under the Securities Act and the Exchange Act, accruedas amended by SEC Release No. 33-8182 (January 28, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole2003)).

Financial Condition. (Aa) The Lessee Borrower has heretofore delivered furnished to the Lessor, the Agent and the Lenders, the following financial statements and information: the each Lender an audited consolidated and consolidating balance sheets sheet of the Lessee Borrower and its Subsidiaries as at December 31, 1999, 1996 and the notes thereto and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for the Fiscal Year then ended as examined and certified by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, and unaudited consolidated interim financial statements of the Lessee Borrower and its Subsidiaries consisting of a consolidated balance sheet and related consolidated statements of income, stockholders' equity and cash flows, in each case without notes, for and as of the end of the nine month period ending September 30, 1997. Except as set forth therein, such financial statements (including the notes thereto) present fairly the financial condition of the Borrower and its Subsidiaries as of the end of such Fiscal Year and nine-month period and results of their operations and the changes in stockholders' equity for the fiscal year Fiscal Year and interim period then ended. All such statements were prepared , all in conformity with GAAP and fairly present the financial position (applied on a consolidated andConsistent Basis, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subjectsubject however, in the case of any such unaudited interim statements to year end audit adjustments; (b) since December 31, 1996, there has been no material adverse change in the condition, financial statementsor otherwise, to changes resulting from audit and normal year-end adjustments. Neither of the Lessee nor Borrower or any of its Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operationsbusinesses, properties, assetsperformance, condition (financial prospects or otherwise) or prospects operations of the Lessee Borrower or any of its Subsidiaries., nor have such businesses or properties been materially adversely affected as a result of any fire, explosion, earthquake, accident, strike, lockout, combination of workers, flood, embargo or act of God; and (Bc) Except except as fully disclosed set forth in the financial statements delivered pursuant referred to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not duein SECTION 7.6(a) which, either individually or in aggregateSCHEDULE 7.6 or permitted by SECTION 9.5, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Dateneither Borrower nor any Subsidiary has incurred, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed other than in the financial statements delivered pursuant to Section 5(c)(A) whichordinary course of business, either individually any material Indebtedness, Contingent Obligation or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholeother commitment or liability which remains outstanding or unsatisfied.

Financial Condition. (A) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets sheet of the Lessee ------------------- Company and its Subsidiaries subsidiaries as at December 31, 19992003, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows flow of the Lessee Company and its Subsidiaries subsidiaries for the fiscal year then endedended on said date, with the opinion thereon of Ham, Langston & Brezina, L.L.▇. All ▇▇▇▇▇▇▇▇▇e f▇▇▇▇▇▇▇d to the Purchaser, and the unaudited consolidated balance sheet of the Company and its subsidiaries as at June 30, 2004, and the related consolidated statements of income, stockholders' equity and cash flow of the Company and its subsidiaries for the six-month period ending on such statements were prepared in conformity with GAAP date heretofore furnished to the Purchaser, are complete and correct and fairly present the consolidated financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described in such financial statements Company and its subsidiaries as at the respective said dates thereof and the results of its operations for the fiscal year and cash flows the six-month period ending on said dates, all in accordance with generally accepted accounting principles ("GAAP"), as applied on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, consistent basis (subject, in the case of any such unaudited the interim financial statements, to changes resulting from audit and normal year-end adjustments). Neither Other than the Lessee credit facility with Fortuna Energy, L.P. described in Schedule 2 attached hereto, neither the Company nor any of its Subsidiaries subsidiaries has (and will noton the date hereof any debt, following the Initial Borrowing Date, have) any Contingent Obligationtrade payables, contingent liability or liability liabilities, liabilities for taxes, long-term lease or unusual forward or long-term commitment that is not commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the foregoing such financial statements or the notes thereto and which in any such case is material in relation except to the business, operations, properties, assets, extent that the existence of any of the foregoing would not have a material adverse effect on the condition (financial or otherwise) ), business or prospects of the Lessee Company or any of its Subsidiaries. properties or assets. Since December 31, 2003, there has been no change or event having or reasonably likely to have a material adverse effect on the condition (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(Aor otherwise), there were as business or prospects of the Initial Borrowing Date no liabilities Company or obligations with respect its properties or assets, except as disclosed to the Lessee and its Subsidiaries Purchaser in writing. Since the date of any nature whatsoever (whether absolutesuch financial statements, accruedneither the business nor the properties of the Company's subsidiaries, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know have been materially and adversely affected as a result of any basis for the assertion against it fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of property or cancellation of contracts, permits or concessions by any governmental entity, riot, activities of armed forces or acts of God or of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholepublic enemy.

Financial Condition. (A) The Lessee Company has heretofore delivered to the LessorLenders, the Agent and the at Lenders' request, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets sheet of the Lessee Company and its Subsidiaries as at December 31September 26, 1999, 1996 and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for the Lessee Fiscal Year then ended, (ii) the audited consolidated balance sheet of Lil' Champ and its Subsidiaries as at December 28, 1996 and the related consolidated statements of income, stockholders' equity and cash flows of Lil' Champ and its Subsidiaries for the fiscal year then ended and (iii) the unaudited consolidated balance sheets of Company and its Subsidiaries as at June 26, 1997 and the unaudited consolidated balance sheets of Lil' Champ and its Subsidiaries, each as at June 28, 1997, and the related unaudited consolidated statements of income, stockholders' equity and cash flows of Company and its Subsidiaries and of Lil' Champ and its Subsidiaries for the 9 months then ended and the 6 months then ended, respectively. All such statements were prepared in conformity with GAAP and fairly present present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustmentsadjustments and the absence of footnotes. Neither the Lessee None of Company, Lil' Champ nor any of its their respective Subsidiaries has (and will not, not following the Initial Borrowing Date, Closing Date have) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material and adverse in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Lessee or any of its Company, Lil' Champ and their respective Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole.

Financial Condition. (A) The Lessee has Borrowers have heretofore delivered to the LessorLender, the Agent and the Lendersat Lender's request, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of the Lessee LVSI and its Subsidiaries as at December 31, 1999, 1996 and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of the Lessee LVSI and its Subsidiaries for the fiscal year Fiscal Year then ended and (ii) the unaudited consolidated and consolidating balance sheets of LVSI and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of LVSI and its Subsidiaries for the six months then ended. All such statements were prepared in conformity with GAAP and fairly present present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither Except for obligations under the Lessee nor any of its Subsidiaries has Operative Documents, Borrowers do not (and will not, not following the Initial Borrowing Date, havefunding of the initial Loans) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, financial condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee Borrowers and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its their Subsidiaries taken as a whole.

Financial Condition. (A) The Lessee Purchaser has heretofore delivered to the LessorSeller true and correct copies of the following: audited consolidated balance sheets of Purchaser as of December 31, the Agent 1996, 1997, and the Lenders, the following financial statements and information: 1998; the audited consolidated statement of income, consolidated statement of retained earnings, and consolidating consolidated statement of cash flows of Purchaser for the period ended December 31, 1996 and for the years ended December 31, 1997 and 1998; unaudited consolidated balance sheets of Purchaser as of March 31, 1998 and 1999, June 30, 1998 and 1999, and September 30, 1998 and 1999; the Lessee unaudited consolidated statement of income, consolidated statement of retained earnings, and its consolidated statement of cash flows of Purchaser for the periods ended March 31, 1998 and 1999, June 30, 1998 and 1999, and September 30, 1998 and 1999. Each such consolidated balance sheet presents fairly the consolidated financial condition, assets, liabilities, and stockholders' equity of Purchaser and the Purchaser Subsidiaries as at of its date; each such consolidated statement of income and consolidated statement of retained earnings presents fairly the consolidated results of operations of Purchaser and the Purchaser Subsidiaries for the period indicated; and each such consolidated statement of cash flows presents fairly the information purported to be shown therein. The financial statements referred to in this Section 3.05 have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved and are in accordance with the books and records of Purchaser and the Purchaser Subsidiaries. Since December 31, 1998 and September 30, 1999, and except as set forth in the related consolidated and consolidating statements of income, stockholders' equity and cash flows of the Lessee and its Subsidiaries for the fiscal year then ended. All such statements were prepared Purchaser SEC Documents: (a) There has at no time been a material adverse change in conformity with GAAP and fairly present the financial position (on a consolidated andcondition, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated andoperations, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither the Lessee nor any of its Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or liabilities, or, to the best knowledge of Purchaser and HEcom, future prospects of the Lessee Purchaser or any Purchaser Subsidiary; and each of its SubsidiariesPurchaser and each of the Purchaser Subsidiaries has operated consistently in all material respects with the results of operations referred to in Last Purchaser Financial Statements. (Bb) Except as fully disclosed Neither Purchaser nor any Purchaser Subsidiary has authorized, declared, paid, or effected any dividend or liquidating or other distribution in respect of its capital stock or any direct or indirect redemption, purchase, or other acquisition of any stock of Purchaser or any Purchaser Subsidiary. (c) The operations and business of Purchaser and each Purchaser Subsidiary have been conducted in all material respects only in the financial statements delivered pursuant to Section 5(c)(A)ordinary course of business consistent with past practice. (d) There has been no accepted purchase order or quotation, there were as arrangement, or understanding for future sale of the Initial Borrowing Date no liabilities products or obligations with respect to the Lessee and its Subsidiaries services of Purchaser or of any nature whatsoever Purchaser Subsidiary which in the reasonable expectation of Purchaser will not be profitable. (whether absolute, accrued, contingent or otherwise and e) Neither Purchaser nor any Purchaser Subsidiary has suffered an extraordinary loss (whether or not duecovered by insurance) whichor waived any right of substantial value. (f) Neither Purchaser nor any Purchaser Subsidiary has paid or incurred any tax, either individually other liability, or in aggregateexpense resulting from the preparation of, could reasonably be expected to be material to or the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Datetransactions contemplated by, the Lessee does not know of Transaction Agreements. There is no fact known to Purchaser or any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually Purchaser Subsidiary which materially adversely affects or in the aggregatefuture (as far as Purchaser or any Purchaser Subsidiary can foresee) may materially adversely affect the financial condition, could reasonably be expected results of operations, business, properties, assets, liabilities, or future prospects of Purchaser or of any Purchaser Subsidiary, including HEcom; provided, however, that Purchaser and HEcom express no opinion as to be material to the Lessee and its Subsidiaries taken as a wholepolitical or economic matters of general applicability.

Financial Condition. (A) The Lessee Company has heretofore delivered furnished to the Lessor, the Agent Initial Investors true and the Lenders, the following financial statements and information: complete copies of (i) the audited consolidated and consolidating balance sheets sheet of the Lessee and its Subsidiaries Company as at of December 31, 1999, 1996 (the "1996 Audited Balance Sheet") and the related consolidated and consolidating statements statement of income, changes in stockholders' equity and cash flows of the Lessee and its Subsidiaries for the fiscal year then ended and of the audit report thereon of the Company's independent certified public accountants and (ii) the unaudited interim balance sheet of the Company as of June 30, 1997 (the "Unaudited Balance Sheet") and the related income statement for the six month period then ended. All such statements were Such 1996 Audited Balance Sheet and related financial statements, all as previously delivered to the Initial Investors have been prepared in conformity accordance with GAAP generally accepted accounting principles ("GAAP"), consistently applied, and fairly present the financial position (on a consolidated andposition, where applicableresults of operations, consolidating basis) assets and liabilities of the entities described in such financial statements Company as at of the respective dates thereof and for the respective fiscal periods covered thereby. The Unaudited Balance Sheet and related income statement were prepared consistent with GAAP, subject to audit adjustments, notes and footnote disclosures that would customarily be required to comply with financial statements presented according to GAAP, and fairly present the financial position, results of operations, assets and liabilities of the Company as of the dates and for the fiscal period covered thereby. Except as set forth on Schedule 3.5, there are no material liabilities or obligations of any nature, whether known or unknown, accrued or not accrued, absolute, contingent or otherwise, which are not disclosed as such on the aforementioned financial statements or in the notes thereto. Except as set forth in Schedule 3.5, since December 31, 1996, the Company has not incurred any material liability or obligation, accrued, absolute, contingent or otherwise, except in the normal course of the Company's business. Since June 30, 1997, there has been no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations and cash flows (on a consolidated andor prospects, where applicable, consolidating basis) of the entities described therein for each Company, whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God, or other public force or otherwise; and to the best knowledge, information and belief of the periods then endedCompany, subject, no fact or condition exists or is contemplated or threatened which might cause such a change in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither the Lessee nor any of its Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiariesfuture. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole.

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets sheet of the Lessee Company and its consolidated Subsidiaries as at December 31, 19991998, and the related consolidated and consolidating statements of income, stockholders' equity income and consolidated statement of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers, copies of which have heretofore been furnished to the Lender, are complete and correct and present fairly the consolidated financial condition of the Lessee Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a The unaudited consolidated and, where applicable, consolidating basis) balance sheet of the entities described in such financial statements Company and its consolidated Subsidiaries as at the respective dates thereof March 31, 1999 and the related unaudited consolidated statements of income and consolidated statement of cash flows for the 3-month period ended on such date, copies of which have heretofore been furnished to the Lender, are complete and correct and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the 3-month period then ended (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, subject to changes resulting from audit and normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Lessee Company nor any of its consolidated Subsidiaries has (and will nothad, following the Initial Borrowing Dateas at December 31, have) 1998, any Contingent material Guarantee Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto thereto. During the period from December 31, 1998 to and which in including the Closing Date, there has not been and will not have been any such case is sale, transfer or other disposition by the Company or any of its consolidated Subsidiaries of any material part of its business or property, and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Lessee Company or any of its Subsidiariesconsolidated Subsidiaries at December 31, 1998. The Company's independent accountants have not issued any management letter commenting on the Company's internal controls or otherwise. (Bb) Except The pro forma consolidated balance sheet of the Company and its consolidated Subsidiaries as fully disclosed in at March 31, 1999, certified by a Responsible Officer (the financial statements delivered pursuant to Section 5(c)(A"Pro Forma Balance Sheet"), there were a copy of which has been provided to the Lender, is the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the making of the Revolving Loan, (ii) the making of any Working Capital Loans to be made on the Closing Date, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents, and (iv) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the Initial Borrowing Date no liabilities or obligations date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with respect to the Lessee notes thereto, presents fairly, on a pro forma basis, the consolidated and consolidating financial position of the Company and its Subsidiaries as at March 31, 1999, assuming that the events specified in the 40 46 preceding sentence had actually occurred on such date, based upon the Company's good faith estimates. (c) The operating forecast, balance sheets and cash flow projections of any nature whatsoever the Company and its consolidated Subsidiaries for the period June 1, 1999 through December 31, 1999 (whether absoluteincluding monthly forecasts for the period June 1, accrued1999 through December 31, contingent or otherwise and whether or not due) which1999), either individually or in aggregate, could reasonably be expected to be material copies of which have heretofore been furnished to the Lessee and its Subsidiaries taken as Lender, have been prepared in good faith under the direction of a whole. As Responsible Officer of the Initial Borrowing DateCompany (as amended from time to time, the Lessee does not know "Projections"). The Company has no reason to believe that, as of the date of delivery thereof, the Projections are incorrect or misleading in any basis for the assertion against it of material respect, or omit to state any liability or obligation of fact which would render them misleading in any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholerespect.

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Company and its the Subsidiaries as of the Company at December 31, 1999, 48 -43- 1996 and 1995 and the related consolidated and consolidating statements of income, stockholders' shareholders equity and cash flows of the Lessee Company and its the Subsidiaries of the Company for the fiscal three-year then ended. All such statements period ended December 31, 1996, certified by the independent certified public accountants of the Company, copies of which have been delivered to the Agent, were prepared in conformity accordance with GAAP GAAP, have been prepared from, and are consistent with, the books and records of the Company and fairly present in all material respects the consolidated financial position (on a consolidated andposition, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof thereof, and the consolidated results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein Company and the Subsidiaries of the Company for each of the periods then ended. The Company did not have at December 31, subject1996 any material contingent liabilities, liabilities for Taxes or long-term leases, unusual forward or long-term commitments or unrealized or unanticipated losses from any unfavorable commitments which are not reflected or reserved against in the foregoing statements or in the notes thereto. No events that have had or could reasonably be expected to have a Material Adverse Effect have occurred since December 31, 1996. (b) To the knowledge of the Company, the unaudited consolidated balance sheet of the Company and the Subsidiaries of the Company at March 31, 1997 and the related consolidated statements of income, retained earnings (deficit) and cash flows of the Company and the Subsidiaries of the Company for the period then ended, a copy of which has been delivered to the Agent, were prepared in accordance with GAAP consistently applied (except to the extent noted therein), have been prepared from, and are consistent with, the books and records of Chancellor and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries of the Company as of such date and the consolidated results of operations and cash flows of the Company and the Subsidiaries of the Company for the period covered thereby, in the each case of any such unaudited financial statements, subject to changes resulting from audit and normal year-end adjustmentsaudit adjustments (including footnotes), consistent with past practices. Neither the Lessee nor The Company did not have at March 31, 1997 any of its Subsidiaries has (and will notmaterial contingent liabilities, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability liabilities for Taxes or liability for taxes, long-term lease or leases, unusual forward or long-term commitment or unrealized or unanticipated losses from any unfavorable commitment that is are not reflected or reserved against in the foregoing financial statements or in the notes thereto thereto. (c) The pro forma balance sheet of the Company, a copy of which has heretofore been furnished to the Agent, fairly presents the estimated consolidated opening balance sheet of the Company assuming the Transactions had occurred as of January 1, 1997, and which the financial condition of Chancellor on the Closing Date does not differ in any material respect from the information therein set forth. (i) The fair saleable value of the assets of each of the Company and Chancellor, on a consolidated basis, exceeds the amount that will be required to be paid on or in respect of the existing debts and other liabilities (including contingent liabilities) of such Person as they mature. (ii) The assets of each of the Company and Chancellor, on a consolidated basis, do not constitute unreasonably small capital for any such Person to carry out its business as now conducted and as proposed to be conducted including the capital needs of any such Person, taking into account the particular capital requirements of the business conducted by such Person, and projected capital requirements and capital availability thereof. (iii) The Company on a consolidated basis does not intend to, and will not permit any of its Subsidiaries to, incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of debt of each of such Person). The cash flow of the Company and each of its Subsidiaries on a consolidated basis, after taking into account all anticipated uses of the cash of each such Person, will at all times be sufficient to pay all amounts on or in respect of debt of each such company when such amounts are required to be paid. (iv) The Company does not intend, and does not believe, that final judgments against any of the Company or its Subsidiaries in actions for money damages will be rendered at a time when, or in an amount such that, the Company and its Subsidiaries on a consolidated basis, will be unable to satisfy any such judgments promptly in accordance with their terms (taking into account the maximum reasonable amount of such judgments in any such case is material in relation to actions and the business, operations, properties, assets, condition (financial or otherwise) or prospects earliest reasonable time at which such judgments might be rendered). The cash flow of each of the Lessee Company and Chancellor, on a consolidated basis, after taking into account all other anticipated uses of the cash of each such consolidated group (including the payments on or any in respect of its Subsidiaries. debt referred to in paragraph (Biii) Except as fully disclosed in the financial statements delivered pursuant to of this Section 5(c)(A4.6(d)), there were as of the Initial Borrowing Date no liabilities or obligations will at all times be sufficient to pay all such judgments promptly in accordance with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholetheir terms.

Financial Condition. (A) The Lessee Company has heretofore delivered to the LessorLenders, the Agent and the at Lenders' request, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of the Lessee Holdings and its Subsidiaries as at December 31October 28, 19991995, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of the Lessee Holdings and its Subsidiaries for the fiscal year Fiscal Year then ended, (ii) the unaudited consolidated balance sheets of Holdings and its Subsidiaries as of January 20, 1996, April 13, 1996, and August 3, 1996, and the related consolidated statements of income, stockholders' equity and cash flows of Holdings and its Subsidiaries for the Fiscal Quarters then ended, and (iii) the unaudited consolidated balance sheets of Holdings and its Subsidiaries as at the last day of each of the three most recently ended Fiscal Periods that ended more than 30 days prior to the Closing Date and the related consolidated statements of income and cash flows of Holdings and its Subsidiaries for each such Fiscal Period then ended and for the fiscal year-to-date fiscal period ended on the last day of the most recent of such Fiscal Periods. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither As of the Lessee nor any Closing Date, none of its Subsidiaries the Loan Parties has (and will not, not following the Initial Borrowing Date, havefunding of the initial Loans) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes 103 111 thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A)Loan Parties, there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As , other than the incurrence of the Initial Borrowing DateObligations and (ii) contingent obligations or liabilities for taxes, long-term leases or forward or long-term commitments disclosed on Schedule 5.3 annexed hereto. Immediately prior to and immediately after the Lessee does Transactions, BDI and BPI own no assets other than Cash and Cash Equivalents or promissory notes issued by Company, which Cash and Cash Equivalents or promissory notes are in amounts not know of any basis less than $90,000 for the assertion against it of any liability or obligation of any nature whatsoever that is BDI and not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholeless than $260,000 for BPI.

Financial Condition. (A) The Lessee Servicer has heretofore delivered furnished to the LessorIssuer, the Agent Trustee, each Notice Person and each Enhancement Provider the Lendersopening balance sheets of the Servicer and its consolidated subsidiaries as at June 30, 2005 and shall furnish to the Issuer, the following financial statements Trustee, each Notice Person and information: each Enhancement Provider the audited consolidated and consolidating balance sheets of the Lessee Servicer and its Subsidiaries as at December consolidated subsidiaries within 95 days of the end of each fiscal year of the Servicer (beginning August 31, 19992005), the related consolidated statements of income, and the related consolidated and consolidating statements of income, stockholders' equity capital and cash flows of the Lessee Servicer and its Subsidiaries consolidated subsidiaries for the fiscal year then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position ended on said date (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subjector projections, in the case of any June 30, 2005), in each case, with the opinion thereon (in the case of said consolidated balance sheet and statements) of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP or other nationally recognized independent certified public accountants. All such unaudited financial statements are complete and correct in all material respects and fairly present the consolidated financial condition (or opening position, as applicable) of the Servicer and its consolidated subsidiaries, and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Servicer and of each of its consolidated subsidiaries, to changes resulting from audit as at said date and normal the consolidated and unconsolidated results of their operations for the fiscal year-end adjustments, all in accordance with generally accepted accounting principles applied on a consistent basis. Neither None of the Lessee Servicer nor any of its Subsidiaries consolidated subsidiaries has (and will noton the date hereof any material contingent liabilities, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability liabilities for taxes, long-term lease or unusual forward or long-term commitment that is not commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said date. Since June 30, 2005 (i) there has been no material adverse change in the foregoing consolidated financial statements condition, operations or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects business of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee Servicer and its Subsidiaries of any nature whatsoever (whether absoluteconsolidated subsidiaries, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever from that is not fully disclosed set forth in the said financial statements delivered pursuant to Section 5(c)(Aas at said date and (ii) no Servicer Default nor event which, either individually with the giving of notice or in the aggregatepassage of time, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as would constitute a wholeServicer Default, has occurred.

Financial Condition. (A) The Lessee Company has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: at Lenders' request, (i) the audited consolidated and consolidating balance sheets sheet of the Lessee Company and its Subsidiaries as at December October 31, 1999, 1996 and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of the Lessee Company and its Subsidiaries for the fiscal year Fiscal Year then ended and (ii) the unaudited consolidated balance sheet of Company and its Subsidiaries as at January 31, 1997, April 30, 1997 and July 31, 1997 and the related unaudited consolidated statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for the periods then ended. All such statements were prepared in conformity with GAAP and fairly present present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither Company does not (and will not following the Lessee nor funding of the initial Loans) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets or condition (financial or otherwise) of Company or any of its Subsidiaries. Company has heretofore delivered to Lenders, at Lenders' request, (i) the audited consolidated balance sheet of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries has as at December 31, 1996 and the related consolidated statements of income, stockholders' equity and cash flows of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries for the ▇▇▇▇▇▇▇▇- ▇▇▇▇▇ Fiscal Year then ended and (ii) the unaudited consolidated balance sheet of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated statements of income, stockholders' equity and cash flows of ▇▇▇▇▇▇▇▇- ▇▇▇▇▇ and its Subsidiaries for the six months then ended. All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. ▇▇▇▇▇▇▇▇-▇▇▇▇▇ does not (and will not, not following the Initial Borrowing Date, havefunding of the initial Loans) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Lessee ▇▇▇▇▇▇▇▇-▇▇▇▇▇ or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole.

Financial Condition. (A) The Lessee SPC has heretofore delivered to PCI true and correct copies of the Lessor, the Agent and the Lenders, the following financial statements and informationfollowing: the audited consolidated and consolidating balance sheets of SPC respectively as of December 31, 1998 and 1997 and the Lessee and its Subsidiaries unaudited balance sheet of SPC as at of December 31, 1999, and the related consolidated and consolidating audited statements of income, stockholders' equity statements of retained earnings, and statements of cash flows of the Lessee and its Subsidiaries Company for the fiscal year then endedyears ended December 31, 1998 and 1997, and the unaudited statements of income, statements of retained earnings and statements of cash flow of the Company for the twelve months ended December 31, 1999. All SPC represents that such statements were prepared in conformity with GAAP and balance sheet presents fairly present the financial position (on a consolidated andcondition, where applicableassets, consolidating basis) liabilities, and stockholders' equity of the entities described in SPC as of its date; each such financial statements as at the respective dates thereof statement of income and statement of retained earnings presents fairly the results of operations of SPC for the period indicated and their retained earnings as of the date indicated; and each such statement of cash flows (on a consolidated and, where applicable, consolidating basis) of presents fairly the entities described therein for each of information purported to be shown therein. SPC understands that the financial statements referred to in this Section 3.3 have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods then endedinvolved and are in accordance with the books and records of SPC. Since December 31, subject, 1999: (a) There has at no time been a material adverse change in the case financial condition, results of any such unaudited financial statementsoperations, to changes resulting from audit and normal year-end adjustments. Neither the Lessee nor any of its Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition liabilities, or the future prospects of SPC. (financial b) SPC has not authorized, declared, paid, or otherwiseeffected any dividend or liquidating or other distribution in respect of its capital stock or any direct or indirect redemption, purchase, or other acquisition of any stock of SPC. (c) The operations and business of SPC has been conducted in all material respects only in the ordinary course. (d) SPC has not suffered an extraordinary loss (whether or not covered by insurance) or waived any right of substantial value. There is no fact known to the Shareholders, which materially and adversely affects or in the future (as far as the Shareholders can reasonably foresee) may materially and adversely affect the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of the Lessee Company; provided, however, that the Shareholders express no opinion as to political or any economic matters of its Subsidiariesgeneral applicability. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole.

Financial Condition. (Aa) The Lessee Company has heretofore delivered furnished to the Lessor, the Agent and the Lenders, the following financial statements and information: Lender (i) the audited consolidated and consolidating balance sheets sheet of the Lessee Company and its consolidated Subsidiaries as at December 31, 1999, and the related consolidated and consolidating statements of income, stockholders' equity retained earnings and cash flows flow of the Lessee Company and its Subsidiaries consolidated Subsidiaries, audited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent certified public accountants, for the fiscal year then endedended September 30, 1998 and (ii) the unaudited balance sheet of the Company and its consolidated Subsidiaries and the related consolidated statements of income, retained earnings and cash flow of the Company and its consolidated Subsidiaries for the six month period ended March 31, 1999. All such Such financial statements were prepared in conformity with GAAP Generally Accepted Accounting Principles, applied on a consistent basis, and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof condition and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each Company and its consolidated Subsidiaries as of the date of such financial statements and for the periods then endedto which they relate and since September 30, subject1998, no Material Adverse Effect has occurred. The Company shall deliver to the Lender, a certificate of the Chief Financial Officer of the Company to that effect on the Closing Date. Other than obligations and liabilities arising in the case ordinary course of any such unaudited financial statementsbusiness since September 30, to changes resulting from audit and normal year-end adjustments. Neither the Lessee nor any of its Subsidiaries has (and will not1998, following the Initial Borrowing Date, have) any Contingent Obligation, there are no obligations or liabilities contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects , of the Lessee Company or any of its Subsidiariesconsolidated Subsidiaries which are not reflected or disclosed on such audited statements other than obligations of the Company and of its consolidated Subsidiaries incurred in the ordinary course of business (which shall be deemed to exclude acquisitions by the Company or any consolidated Subsidiary of the business or assets (including, without limitation, stock) of any Person). (Bb) Except as fully disclosed in The Company, individually, and together with its consolidated Subsidiaries, is Solvent and immediately after giving effect to each Loan and each other extension of credit contemplated by this Agreement and the financial statements delivered pursuant to Section 5(c)(A)execution of each Loan Document, there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever will be Solvent. (whether absolute, accrued, contingent or otherwise and whether or not duec) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, Closing Date the Lessee does assets of Global Payment Technologies (Europe) Limited do not know exceed five percent (5%) of any basis for the assertion against it total consolidated assets of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee Company and its Subsidiaries taken as a whole.its

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets sheet of the Lessee Company and its consolidated Subsidiaries as at December 31, 1999, 2004 and the related consolidated and consolidating statements of income, stockholders' equity income and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Lessee Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a The unaudited consolidated and, where applicable, consolidating basis) balance sheet of the entities described in such financial statements Company and its consolidated Subsidiaries as at the respective dates thereof March 31, 2005 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three-month period then ended (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, subject to changes resulting from audit and normal year-end adjustmentsaudit adjustments and the absence of footnotes). (b) All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Lessee any Borrower nor any of its their consolidated Subsidiaries has (and will nothad, following at the Initial Borrowing Datedate of the most recent balance sheet referred to above, have) any Contingent material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto thereto. Except to the extent permitted under this Agreement or separately disclosed to the Lenders in writing prior to the date hereof, there has been no sale, transfer or other disposition by any Borrower or any of their consolidated Subsidiaries of any material part of its business or property and which in no purchase or other acquisition of any such case is business or property (including any Capital Stock of any other Person) material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee such Borrower and its consolidated Subsidiaries of any nature whatsoever (whether absoluteat December 31, accrued2004 during the period from December 31, contingent or otherwise 2004 to and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to including the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholedate hereof.

Financial Condition. (A) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Company and its consolidated Subsidiaries as at December 31, 1999, 1997 and the related consolidated and consolidating statements of income, stockholders' equity income and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Bank or will be furnished to each Bank that has not already received such copies, present fairly the consolidated financial condition of the Lessee Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidating balance sheet of the Company and its consolidated Subsidiaries by principal operating group as at September 30, 1998, the related unaudited consolidating statement of operations and retained earnings for the portion of the fiscal year ended on September 30, 1998, and the press release of the Company with respect to its earnings for fiscal year ended December 31, 1998 (dated February 24, 1999), certified by a Responsible Officer, copies of which have heretofore been furnished to each Bank or will be furnished to each Bank that has not already received such copies, present fairly the consolidating financial condition of the Company and its consolidated Subsidiaries by principal operating group as at such date, and the consolidating results of their operations for the fiscal year then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and normal year-end adjustmentsnotes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Lessee Company nor any of its consolidated Subsidiaries has (and will nothad, following at the Initial Borrowing Datedate of the most recent balance sheet referred to above, have) any Contingent material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or referred to in the notes thereto thereto. During the period from September 30, 1998 to and which in including the date hereof there has been no sale, transfer or other disposition by the Company or any such case is of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Lessee or any of Company and its Subsidiaries. consolidated Subsidiaries at September 30, 1998 (B) Except except as fully otherwise disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect writing to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material Banks prior to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Closing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole).

Financial Condition. (A) The Lessee Seller has heretofore delivered to Purchaser true and correct copies of the Lessor, the Agent and the Lenders, the following financial statements and informationfollowing: the audited consolidated unaudited balance sheet, statement of income, and consolidating balance sheets statement of cash flows of Seller for the Lessee and its Subsidiaries as at fiscal years ended December 31, 19991995 and 1994; and an unaudited balance sheet ("Seller Last Balance Sheet"), and the related consolidated and consolidating statements statement of income, stockholders' equity and cash flows of the Lessee and its Subsidiaries income for the fiscal year then endedone month ended January 31, 1996 ("Seller Last Balance Sheet Date"). All Each such statements were prepared in conformity with GAAP and balance sheet presents fairly present the financial position (on a consolidated andcondition, where applicable, consolidating basis) assets and liabilities of the entities described in Seller as of its date; each such financial statements as at the respective dates thereof and statement of income presents fairly the results of operations of Seller for the period indicated and each statement of cash flows (on a consolidated represents fairly the information purported to be shown therein. The financial statements referred to in this Section 3.02 have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved,and except as specified in Exhibit 3.02, and, where applicable, consolidating basis) except for statement of the entities described therein for each of the periods then ended, subject, cashflows which is omitted in the case one month ending January 31,1996 time periods, and to the Seller's knowledge are correct and complete in all material respects, and are in accordance with the books and records of any such unaudited financial statementsSeller. Since January 31, to changes resulting from audit and normal year-end adjustments. Neither the Lessee nor any of its Subsidiaries 1996: (a) There has (and will not, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected been no material adverse change in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the condition, results of operations, business, operations, properties, assets, condition (financial accounts receivable, accounts payable, liabilities, or otherwise) or future prospects of the Lessee Seller; (b) Seller has not authorized, declared, paid or effected any dividend or liquidation or other distribution in respect of its capital stock or other equity interest or any direct or indirect redemption, purchase or other acquisition of its Subsidiaries.any equity interest of Seller, out of the ordinary course of business; (Bc) Except as fully disclosed The operations of Seller have been conducted in all respects only in the financial statements delivered pursuant to Section 5(c)(A), there were as ordinary course of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever business; (whether absolute, accrued, contingent or otherwise and d) Seller has not suffered an extraordinary loss (whether or not duecovered by insurance) whichor waived any right of substantial value; and (e) There has been no accepted purchase order or quotation, either individually arrangement or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As understanding for future sale of the Initial Borrowing Date, products or services of Seller out of the Lessee does not know ordinary course of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed business. Except as identified herein and in the financial statements delivered pursuant attached Exhibits, there is no fact, circumstance or event known to Section 5(c)(A) whichSeller which could have a material adverse effect, either individually or in the aggregatefuture may have a material adverse effect on the financial condition, could reasonably be expected results of operations, business, properties, assets, liabilities, or future prospects of Seller; provided, however, that Seller express no opinion as to be material to the Lessee and its Subsidiaries taken as a wholepolitical, business or economic matters of general applicability.

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets sheet of the Lessee Company and its consolidated Subsidiaries as at December 31September 30, 1999, 1996 and the related consolidated and consolidating statements of income, stockholders' equity income and of cash flows for the fiscal year ended on such date, reported on by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Lessee Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a The unaudited consolidated and, where applicable, consolidating basis) balance sheets of the entities described in such financial statements Company and its consolidated Subsidiaries as at December 31, 1996 and the related unaudited consolidated statements of income and of cash flows for the nine-month period ended on such date, certified by the chief financial officer of the Company, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the respective dates thereof and the results of operations and cash flows nine-month period then ended (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, subject to changes resulting from audit and normal year-end audit adjustments). Neither All such financial statements, including the Lessee related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or chief financial officer, as the case may be, and as disclosed therein). [[Except as set forth on Schedule 7.1]], neither the Company nor any of its consolidated Subsidiaries has (and will nothad, following at the Initial Borrowing Datedate of the most recent balance sheet referred to above, have) any Contingent material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto thereto. During the period from September 30, 1996 to and which in including the date hereof there has been no sale, transfer or other disposition by the Company or any such case is of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Lessee or any Company and its consolidated Subsidiaries at September 30, 1996, other than the sale of its Subsidiariesinventory in the ordinary course of business. (Bb) Except The unaudited PRO FORMA balance sheets of the Company and its consolidated Subsidiaries as fully disclosed at December 31, 1996, certified by a Responsible Officer of the Company (collectively, the "PRO FORMA BALANCE SHEET"), copies of which have been furnished to each Lender, are the unaudited consolidated and consolidating balance sheets of the Company and its consolidated Subsidiaries, adjusted to give effect (as if such events had occurred on such date) to the incurrence of the Loans and the use of the proceeds thereof on the Closing Date. The Pro Forma Balance Sheet, together with the notes thereto, was prepared in accordance with GAAP and reflects on a PRO FORMA basis the financial position of the Company and its consolidated Subsidiaries as of December 31, 1996, as adjusted as described above, assuming that the events specified in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholepreceding sentence had actually occurred at such date.

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Borrower and its consolidated Subsidiaries as at December 31, 19992016 and December 31, 2015, respectively, and the related consolidated and consolidating statements of income, stockholders' equity operations and of cash flows of the Lessee and its Subsidiaries for the fiscal year years ended on such dates, reported on by BDO USA, LLP, copies of which have heretofore been furnished to each Lender, present fairly, in all material respects, the consolidated and consolidating financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated and consolidating results of their operations and of their cash flows for the fiscal years then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and normal year-end adjustmentsnotes thereto, were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as otherwise expressly noted therein, and show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and each of its Subsidiaries as of the dates thereof, including liabilities for Taxes, material commitments and Indebtedness. Neither the Lessee Borrower nor any of its consolidated Subsidiaries has (and will nothad, following at the Initial Borrowing Datedate of the most recent balance sheets referred to above, have) any Contingent material Guarantee Obligation, material contingent liability or material liability for taxesTaxes, or any material long-term lease or unusual material forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition thereto. (financial or otherwiseb) or prospects As of the Lessee date hereof, there are no material liabilities or obligations of the Borrower or any of its Subsidiaries. , whether direct or indirect, absolute or contingent, or matured or unmatured, other than (Bi) Except as fully disclosed or provided for in the financial statements delivered pursuant and notes thereto which are referred to Section 5(c)(A)above, there were as or (ii) which are disclosed elsewhere in this Agreement or in the Schedules hereto, or (iii) arising in the ordinary course of business since December 31, 2016 or (iv) created by this Agreement. As of the Initial Borrowing Date no liabilities or obligations with respect date hereof, the written information, exhibits and reports furnished by the Borrower to the Lessee and its Subsidiaries Lenders in connection with the negotiation of any nature whatsoever (whether absolutethis Agreement, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed are complete and correct in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be all material to the Lessee and its Subsidiaries taken as a wholerespects.

Financial Condition. (Ai) The Lessee has heretofore delivered to consolidated balance sheet of the Lessor, the Agent Company and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee and its Subsidiaries as at of December 31, 19992001, and the related together with consolidated and consolidating statements of income, stockholders' equity and cash flows of the Lessee and its Subsidiaries for the fiscal year then ended. All such statements were prepared in conformity with GAAP , certified by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., heretofore delivered to the Administrative Agent and the Lenders, fairly present the consolidated financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described in such financial statements as at Company and the respective dates thereof Subsidiaries and the results of their operations as of the dates and for the periods referred to and have been prepared in accordance with GAAP consistently applied throughout the periods involved. As of the Effective Date, there are no material liabilities, direct or indirect, fixed or contingent, of the Company or any of the Subsidiaries as of the dates of such balance sheet which are not reflected therein or in the notes thereto. (ii) The unaudited consolidated balance sheets of the Company and the Subsidiaries as of March 31, 2002 and June 30, 2002, together with unaudited and consolidated statements of income for the three month and six month periods then ended and the unaudited statements of cash flows (on a consolidated andfor the three months and six months, where applicablerespectively, consolidating basis) of the entities described therein for each of the periods then ended, subjectheretofore delivered to the Administrative Agent and the Lenders, fairly present the consolidated financial condition of the Company and the Subsidiaries and the results of their operations as of the dates and for the periods referred to and have been prepared in accordance with GAAP consistently applied throughout the periods involved, subject to the omission or curtailment of footnotes. As of the Effective Date, there are no material liabilities, direct or indirect, fixed or contingent, of the Company and any of the Subsidiaries as of the dates of such balance sheets which are not reflected therein or in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither the Lessee nor any of its Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiariesthereto. (Biii) Except as fully disclosed Since December 31, 2001, there has been no Material Adverse Change. (iv) Since December 31, 2001, there has not occurred any fact or condition which could have a Material Adverse Effect from that reflected in the financial statements delivered pursuant referred to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever in clause (whether absolute, accrued, contingent or otherwise and whether or not duei) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholeabove.

Financial Condition. (Ai) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited unaudited consolidated and consolidating balance sheets of SFI as at March 31, 2009, and the Lessee related unaudited consolidated statements of income and cash flows for the three-month period ended on such date (all as included on SFI’s Form 10-Q filed with the Securities and Exchange Commission), present fairly in all material respects the consolidated financial condition of SFI as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the absence of footnote disclosure thereto). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the firm of accountants specified herein and disclosed therein). SFI and its Subsidiaries do not have any material guarantee, contingent liabilities and liabilities for taxes, or any material 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 or disclosed in the notes in the most recent financial statements of SFI referred to in this paragraph or otherwise permitted by the Six Flags Credit Agreement. During the period from December 31, 2008 to and including the date hereof there has been no sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof by SFI and its Subsidiaries, considered as a whole, of any material part of its Business or Property or any agreement or commitment (whether written or otherwise) to take any of the foregoing actions. (ii) The audited consolidated balance sheets of SFI as at December 31, 1999, 2008 and the related consolidated and consolidating statements of income, stockholders' equity income and of cash flows for the fiscal year ended on such date (all as included on SFI’s Form 10-K filed with the Securities and Exchange Commission), reported on by KPMG LLP, present fairly in all material respects the consolidated financial condition of SFI as at such date, and the Lessee consolidated results of its operations and its Subsidiaries consolidated cash flows for the fiscal year then ended. All such statements were financial statements, including the related schedules and notes thereto, have been prepared in conformity accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and fairly present the financial position disclosed therein). (on a iii) The unaudited consolidated and, where applicable, consolidating basis) balance sheets of each of the entities described in such financial statements Georgia Park and the Texas Park as at the respective dates thereof March 31, 2009, and the results related unaudited consolidated statements of operations income and cash flows (for the three-month period ended on a such date, present fairly in all material respects the consolidated and, where applicable, consolidating basis) financial condition of the entities described therein Georgia Park and the Texas Park, respectively, as at such date, and the consolidated results of their operations and their consolidated cash flows for each of the periods three-month period then ended, subject, in the case of any such unaudited financial statements, ended (subject to changes resulting from audit and normal year-end adjustmentsaudit adjustments and the absence of footnote disclosure thereto). Neither All such financial statements, including the Lessee nor related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. The Georgia Park, the Texas Park and their respective Subsidiaries do not have any of its Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent Obligationmaterial guarantee, contingent liability or liability liabilities and liabilities for taxes, or any material long-term lease leases or unusual forward or long-term commitment commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is are not reflected or disclosed in the foregoing notes in the most recent financial statements of the Georgia Park and the Texas Park referred to in this paragraph or otherwise permitted under this Guarantee. During the notes thereto period from March 31, 2009 to and which in including the date hereof there has been no sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof by the Georgia Park, the Texas Park or any such case is of their respective Subsidiaries of any material in relation to the business, operations, properties, assets, condition part of its Business or Property or any agreement or commitment (financial whether written or otherwise) or prospects to take any of the Lessee or any of its Subsidiariesforegoing actions. (Biv) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as The audited consolidated balance sheets of each of the Initial Borrowing Date no liabilities or obligations with respect to Georgia Park and the Lessee Texas Park as at December 31, 2008 and the related consolidated statements of income and of cash flows for the fiscal year end on such date, reported on by and accompanied by an unqualified report from KPMG LLP, present fairly in all material respects the consolidated financial condition of each of the Georgia Park and the Texas Park as at such date, and the consolidated results of its operations and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis consolidated cash flows for the assertion against it fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of any liability or obligation of any nature whatsoever that is not fully accountants and disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholetherein).

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Borrower and its consolidated Subsidiaries as at December 31September 30, 19992002, and September 30, 2003, and the related consolidated and consolidating statements of income, stockholders' equity income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Bank, present fairly the consolidated financial condition of the Lessee Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a The unaudited consolidated and, where applicable, consolidating basis) balance sheet of the entities described in such financial statements Borrower and its consolidated Subsidiaries as at the respective dates thereof March 31, 2004 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified to the best of their knowledge by a Responsible Officer of the Borrower, copies of which have heretofore been furnished to each Bank, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, subject to changes resulting from audit and normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Lessee Borrower nor any of its consolidated Subsidiaries has (and will nothad, following at the Initial Borrowing Datedate of the most recent balance sheet referred to above, have) any Contingent material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Lessee Borrower and its consolidated Subsidiaries at such date. During the period from March 31, 2004 to and including the Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its consolidated Subsidiaries of any nature whatsoever material part of its business or property and no purchase or other acquisition of any business or property (whether absolute, accrued, contingent or otherwise and whether or not dueincluding any capital stock of any other Person) which, either individually or material in aggregate, could reasonably be expected to be material relation to the Lessee consolidated financial condition of the Borrower and its consolidated Subsidiaries taken as a whole. As of the Initial Borrowing Dateat March 31, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole2004.

Financial Condition. (A) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Company and its consolidated Subsidiaries as at December 31, 1999, 2010 and the related consolidated and consolidating statements of income, stockholders' equity income and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Bank or will be furnished to each Bank that has not already received such copies, present fairly the consolidated financial condition of the Lessee Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidating balance sheet of the Company and its consolidated Subsidiaries as at June 30, 2011 and the related unaudited consolidating statement of operations and retained earnings for the portion of the fiscal year ended on June 30, 2011, present fairly the consolidating financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidating results of their operations for the fiscal year then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and normal year-end adjustmentsnotes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Lessee Company nor any of its consolidated Subsidiaries has (and will nothad, following at the Initial Borrowing Datedate of the most recent balance sheet referred to above, have) any Contingent material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or referred to in the notes thereto thereto. During the period from June 30, 2011 to and which in including the Closing Date, there has been no sale, transfer or other disposition by the Company or any such case is of its consolidated Subsidiaries of any material part of their consolidated business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Lessee Company and its consolidated Subsidiaries at June 30, 2011 except as disclosed in writing to the Banks prior to the Closing Date or disclosed in any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of Company’s filings with the Initial Borrowing Date no liabilities or obligations with respect Securities and Exchange Commission prior to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholedate hereof.

Financial Condition. (Aa) The Lessee Borrower has heretofore delivered furnished ------------------- to the LessorAdministrative Agent, with a copy for each Lender, the Agent and the Lenders, the following financial statements and information: following: (i) (x) the audited consolidated and consolidating balance sheets of the Lessee Company and its Consolidated Subsidiaries as at December 31, 19991996, 1997 and 1998 and the related audited consolidated and consolidating statements of incomeoperations, stockholders' equity and cash flows for each of the Lessee fiscal years ended on said dates, together with a true and correct copy of the report on such audited information by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and (y) the unaudited balance sheet of the Company and its Consolidated Subsidiaries as at June 30, 1999 and the related consolidated statements of operations, stockholders equity and cash flows for the fiscal year then ended. quarter ended on such date; and (ii) (x) the audited balance sheet of ▇▇▇▇▇▇ as at February 28, 1999 and the related audited consolidated statements of operations, stockholders' equity and cash flows for each of the fiscal years ended on said dates, together with a true and correct copy of the report on such audited information by PriceWaterhouseCoopers LLP and (y) the unaudited balance sheet of ▇▇▇▇▇▇ as at April 30, 1999 and the related consolidated statements of operations, stockholders equity and cash flows for the two- month period ended on such date. (b) All such financial statements were prepared referred to in conformity with GAAP and the preceding paragraph (a) fairly present the financial position (on a consolidated and, where applicable, consolidating basis) condition of the respective entities described in such financial statements as at the respective dates thereof dates, and the respective financial results of operations and cash flows operations, as the case may be, for the respective periods on said respective dates, all in accordance with GAAP (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statementsclauses (i)(y) and (ii)(y) above, to changes resulting from audit and normal year-end audit adjustments). Neither the Lessee Company nor any of its Subsidiaries has (and will noton the Amendment/Restatement Effective Date any material contingent liabilities, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability liabilities for taxes, long-term lease or unusual forward or long-term commitment that is not commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said financial statements as at said dates or as permitted hereby. Since December 31, 1998, there has been no material adverse change in the foregoing consolidated financial statements or the notes thereto and which in any such case is material in relation to the businesscondition, operations, propertiesbusiness or prospects taken as a whole of the Company and its Consolidated Subsidiaries from that set forth in the relevant financial statements described above as at said date. During the period from February 28, assets1999 through the Amendment/Restatement Effective Date, condition (there has been no material adverse change in the consolidated financial or otherwise) condition, operations, business or prospects of ▇▇▇▇▇▇ from that set forth in the Lessee or any of its Subsidiariesrelevant financial statements described above as at said date. (Bc) Except as fully disclosed The pro forma balance sheet referred to in Section 7.01(n) (i) has --- ----- been prepared based on the financial statements delivered pursuant best information available to Section 5(c)(A), there were the Borrower as of the Initial Borrowing Date no liabilities date of delivery thereof, and presents fairly on a pro forma basis the estimated --- ----- financial position of Borrower and its consolidated Subsidiaries as of, or obligations with respect for the period ended, as applicable, June 30, 1999, after giving effect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholeTransactions.

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Borrower and its consolidated Subsidiaries as at December 31, 19992022 and December 31, 2021, respectively, and the related consolidated and consolidating statements of income, stockholders' equity operations and of cash flows of the Lessee and its Subsidiaries for the fiscal year years ended on such dates, reported on by BDO USA, LLP, copies of which have heretofore been furnished to each Lender, present fairly, in all material respects, the consolidated and consolidating financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated and consolidating results of their operations and of their cash flows for the fiscal years then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and normal year-end adjustmentsnotes thereto, were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as otherwise expressly noted therein), and show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and each of its Subsidiaries as of the dates thereof, including liabilities for Taxes, material commitments and Indebtedness. Neither the Lessee Borrower nor any of its consolidated Subsidiaries has (and will nothad, following at the Initial Borrowing Datedate of the most recent balance sheets referred to above, have) any Contingent material Guarantee Obligation, material contingent liability or material liability for taxesTaxes, or any material long-term lease or unusual material forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition thereto. (financial or otherwiseb) or prospects As of the Lessee date hereof, there are no material liabilities or obligations of the Borrower or any of its Subsidiaries. , whether direct or indirect, absolute or contingent, or matured or unmatured, other than (Bi) Except as fully disclosed or provided for in the financial statements delivered pursuant and notes thereto which are referred to Section 5(c)(A)above, there were as or (ii) which are disclosed elsewhere in this Agreement or in the Schedules hereto, or (iii) arising in the ordinary course of business since December 31, 2022 or (iv) created by this Agreement. As of the Initial Borrowing Date no liabilities or obligations with respect date hereof, the written information, exhibits and reports furnished by the Borrower to the Lessee and its Subsidiaries Lenders in connection with the negotiation of any nature whatsoever (whether absolutethis Agreement, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed are complete and correct in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be all material to the Lessee and its Subsidiaries taken as a wholerespects.

Financial Condition. (Aa) The Lessee has heretofore delivered to balance sheet of the LessorPredecessor Company as at April 30, the Agent of each of 1995, 1996 and 1997 and the Lendersrelated statements of income and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the following financial statements and information: the audited consolidated and consolidating balance sheets condition of the Lessee and its Subsidiaries Predecessor Company as at December 31, 1999such date, and the related consolidated results of its operations and consolidating statements of income, stockholders' equity and its cash flows of the Lessee and its Subsidiaries for the fiscal year then ended. All . (b) The unaudited balance sheet of the Predecessor Company as at July 31, 1997 and the related unaudited statements of income and of cash flows for the three-month period ended on such date (such statements were prepared include the deferred revenue report dated September 20, 1997), certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are, in conformity with GAAP management's reasonable judgment, complete and correct in all material respects and present fairly present in all material respects the financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described in such financial statements Predecessor Company as at the respective dates thereof such date, and the results of its operations and its cash flows for the three-month period then ended (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, subject to changes resulting from audit and normal year-end adjustmentsaudit adjustments and the absence of footnote disclosure). (c) All such financial statements referred to in subsection 3.1(a) and (b), including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein and except that the unaudited financial statements referred to in subsection 3.1(b) may not be accompanied by notes thereto). Neither The Predecessor Company did not have, at the Lessee nor date of the most recent balance sheet referred to above, any of its Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto thereto. During the period from April 30, 1997 to and which in including the date hereof there has been no sale, transfer or other disposition by Holdings (with the exception of the Contemplated Transactions) or the Company of any such case is material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the businessfinancial condition of Holdings or the Company, operationsas the case may be, propertiesat April 30, assets, condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiaries1997. (Bd) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as The unaudited pro forma balance sheet of the Initial Borrowing Date no liabilities or obligations with respect Predecessor Company as at July 31, 1997, and the related unaudited pro forma statements of income and of cash flows for the three months ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in good faith based on reasonable assumptions for the purposes of fairly presenting the pro forma financial condition of the Predecessor Company as at such date after giving effect to (i) the Recapitalization, (ii) the payment of estimated fees and expenses, financing costs and distributions related to the Lessee transactions contemplated hereby and its Subsidiaries thereby and (iii) the making of any nature whatsoever the Loans on the Original Closing Date in accordance with this Agreement, as if all such transactions described in clauses (whether absolute, accrued, contingent or otherwise and whether or not duei) which, either individually or in aggregate, could reasonably be expected to be material through (iii) had occurred on such date. (e) Immediately prior to the Lessee and its Subsidiaries taken as a whole. As transfer of the Initial Borrowing DatePredecessor Company's assets to the Company and the completion of the other Contemplated Transactions, the Lessee does not know of any basis for the assertion against it of any liability Company shall have no material assets or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholeliabilities.

Financial Condition. (A) The Lessee Company has heretofore delivered to the LessorLenders, the Agent and the at Lenders' request, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of the Lessee Company and its Subsidiaries as at December 31January 28, 1999, 1996 and the related consolidated and consolidating statements of incomeoperations, stockholders' equity and cash flows of the Lessee Company and its Subsidiaries for the fiscal year then ended, (ii) the unaudited consolidated balance sheets of Company and its Subsidiaries as at April 21, 1996, July 14, 1996 and October 6, 1996, and the related consolidated statements of operations, stockholders' equity and cash flows of Company and its Subsidiaries for the fiscal quarters then ended, and (iii) the unaudited consolidated balance sheets of Company and its Subsidiaries as at November 3, 1996, December 1, 1996, December 29, 1996, and March 2, 1997 and the related consolidated statements of operations, stockholders' equity and cash flows of Company and its Subsidiaries for the fiscal month then ended and for the fiscal year-to-date fiscal periods then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither None of the Lessee nor any of its Subsidiaries Loan Parties has (and will not, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or 98 otherwise) or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A)Loan Parties, there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As , other than (i) the incurrence of the Initial Borrowing DateObligations and (ii) contingent obligations or liabilities for taxes, the Lessee does not know of any basis for the assertion against it of any liability long-term leases or obligation of any nature whatsoever that is not fully forward or long-term commitments disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholeon Schedule 5.3 annexed hereto.

Financial Condition. (A) The Lessee Company has heretofore delivered to the LessorLenders, the Agent and the at Lenders' request, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets sheet of the Lessee Company and its Subsidiaries as at December March 31, 1999, 1996 and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of the Lessee Company and its Subsidiaries for the fiscal year Fiscal Year then ended and (ii) the unaudited consolidated and Consolidating balance sheets of Company and its Subsidiaries as at September 30, 1996 and the related unaudited consolidated and Consolidating statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for the six months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating Consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating Consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments, including the information presented in the footnotes to Company's audited financial statements. Neither the Lessee nor any of its Subsidiaries has Company does not (and will not, not following the Initial Borrowing Date, havefunding of the initial Loans) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto or, following the funding of initial Loans, in the financial statements required to be delivered pursuant to subsection 6.1 and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Lessee or any of Company and its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole.

Financial Condition. (A) The Lessee Borrower has heretofore delivered or made available to the Lessor, the Agent and the Lenders, at the following financial statements and information: Lenders’ request, the audited consolidated balance sheets, statements of income and consolidating balance sheets cash flows of the Lessee Borrower and its Subsidiaries as at and for the Fiscal Year ended December 31, 1999, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of the Lessee and its Subsidiaries for the fiscal year then ended2012. All such statements were prepared in conformity with GAAP and fairly present present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither the Lessee Borrower nor any of its Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment not incurred in the ordinary course of business that (a) as of the Closing Date, is not reflected in the foregoing financial Borrower’s audited consolidated balance sheets, statements of income and cash flows of the Borrower and its Subsidiaries as at and for the Fiscal Year ended December 31, 2012 or the notes thereto and which thereto, or described in any such case is material in relation to the businessSchedule 6.1, operationsthat, properties, assets, condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material have a Material Adverse Effect or (b) as of any Funding Date subsequent to the Lessee Closing Date, is not reflected in the most recent audited financial statements delivered to the Lenders pursuant to Subsection 5.1 or the notes thereto or permitted pursuant to Subsection 6.1 and its Subsidiaries taken as that, individually or in the aggregate, could reasonably be expected to have a wholeMaterial Adverse Effect.

Financial Condition. (Ai) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following audited consolidated financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Company and its Subsidiaries as at dated December 3128, 19992002, and the related consolidated and consolidating statements of incomeincome or operations, stockholdersshareholders' equity and cash flows of the Lessee and its Subsidiaries for the fiscal year then ended. All such statements : (1) were prepared in conformity accordance with GAAP and consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (2) fairly present the financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described in such financial statements Company and its Subsidiaries as at of the respective dates date thereof and the results of their operations for the period covered thereby; and (3) except as specifically disclosed in Schedule 6.11, show all material indebtedness and cash flows (on a consolidated andother liabilities, where applicabledirect or contingent, consolidating basis) of the entities described therein for each Company and its consolidated Subsidiaries as of the periods then endeddate thereof, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither the Lessee nor any of its Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability including liabilities for taxes, long-term lease material commitments and Contingent Obligations. (ii) Since December 28, 2002, there has been no material adverse change in, or unusual forward or long-term commitment that is not reflected in material adverse effect upon, the foregoing financial statements or the notes thereto and which in any such case is material in relation to the operations, business, operations, properties, assets, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee Company and its Subsidiaries taken as a whole. (i) The audited consolidated financial statements of NICC and its Subsidiaries dated September 29, 2002, and the related consolidated statements of income or operations, shareholders' equity and cash flows for the period then ended: (1) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (2) fairly present the financial condition of NICC and its Subsidiaries as of the date thereof and the results of their operations for the period covered thereby; and (3) except as specifically disclosed in Schedule 6.11, show all material indebtedness and other liabilities, direct or contingent, of NICC and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Contingent Obligations. (ii) Since September 29, 2002, there has been no material adverse change in, or material adverse effect upon, the operations, business, properties, assets, liabilities (actual or contingent), condition (financial or otherwise) or prospects of NICC and its Subsidiaries taken as a whole. (c) Since the Third Amendment Effective Date, no event has occurred which has had, or is reasonably likely to have, a Material Adverse Effect.

Financial Condition. (A) The Lessee has heretofore delivered Since three fiscal years prior to the Lessordate of the Subscription Agreement and with the exception of the Company’s Form 10-KA for the year ended December 31, 2002 which was filed late, the Agent Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the LendersSEC pursuant to the reporting requirements of the Securities and Exchange Act of 1934, as amended (the following “Exchange Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and information: schedules thereto and documents incorporated by reference therein being hereinafter referred to as the audited consolidated “SEC Documents”). The Company has delivered or otherwise made available to the Buyer or its representatives true and consolidating balance sheets complete copies of any SEC Documents that were not filed electronically via ▇▇▇▇▇. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Lessee Exchange Act and its Subsidiaries as at December 31, 1999the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the related consolidated and consolidating SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading except to the extent such matters if any existed, may have been amended, modified or updated in a subsequent filing included in the SEC Documents. As of their respective dates, the financial statements of income, stockholders' equity the Company included in the SEC Documents complied as to form in all material respects with generally accepted accounting principles and cash flows the published rules and regulations of the Lessee and its Subsidiaries for SEC with respect thereto except to the fiscal year then endedextent such matters if any existed, may have been amended, modified or updated in a subsequent filing included in the SEC Documents. All such Such financial statements were have been prepared in conformity accordance with GAAP and fairly present generally accepted accounting principles, consistently applied, during the financial position periods involved (on a consolidated and, where applicable, consolidating basisexcept (i) of the entities described as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as at of the respective dates thereof and the results of its operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, ended (subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end audit adjustments) except to the extent such matters if any existed, may have been amended, modified or updated in a subsequent filing included in the SEC Documents. Neither No other written information provided by or on behalf of the Lessee nor Company to the Buyer which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are or were made, not misleading. Since the most recent Form 10-K referred to in Exhibit B to the Subscription Agreement, there has been no material change in the financial condition of the Company and its Subsidiaries, or of its Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assetsassets and operations except as may have been otherwise publicly disclosed by the Company. To the Company’s knowledge, condition (financial no event, liability, development or otherwise) circumstance has occurred or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations exists with respect to the Lessee and Company or its Subsidiaries of any nature whatsoever (whether absoluteor their respective business, accruedproperties, contingent prospects, operations or otherwise and whether or not due) whichfinancial condition, either individually or in aggregate, could reasonably that would be expected required to be material disclosed by the Company under applicable securities laws on a registration statement filed with the SEC relating to an issuance and sale by the Lessee Company of its Common Stock and which has not been publicly disclosed. The Buyer is advised to review the information available at the Company’s website, ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, in connection with its review and analysis of the Company. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of have any basis for the assertion against it of any liability knowledge or obligation of any nature whatsoever reason to believe that is not fully disclosed in the financial statements delivered pursuant its creditors intend to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholeinitiate involuntary bankruptcy proceedings.

Financial Condition. (A) The Lessee Company has heretofore delivered to the LessorLenders, the Agent and the at Lenders' request, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of the Lessee Company and its Subsidiaries as at December 31, 1999, 1997 and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of the Lessee Company and its Subsidiaries for the Fiscal Year then ended, (ii) the unaudited consolidated balance sheets of Company and its Subsidiaries as at June 30, 1998 and the related unaudited consolidated statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for the six-months then ended, (iii) the audited consolidated balance sheets of Anagram and its Subsidiaries as at December 31, 1997 and the consolidated statements of income, stockholders' equity and cash flows of Anagram and its Subsidiaries for its fiscal year then ended and (iv) the unaudited combined and combining balance sheets of Anagram and its Subsidiaries as at June 30, 1998 and the unaudited combined and combining statements of income of Anagram and its Subsidiaries for the six-months then ended. All such statements were prepared in conformity accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as otherwise indicated therein or in the Anagram Acquisition Agreements) and fairly present present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the of such respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither Company does not (and did not immediately following the Lessee nor any funding of its Subsidiaries has the Existing AXELs) and Anagram does not (and will not, not immediately following the Initial Borrowing Date, havefunding of the Additional AXELs) have any Contingent ObligationGuarantee, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Lessee Company or any of its Subsidiaries. Subsidiaries (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect after giving effect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholeAnagram Acquisition).

Financial Condition. (Aa) The Lessee Borrower has heretofore delivered to the LessorAgent, the Agent Board, the Loan Administrator, the Lenders and the Lenders, Supplemental Guarantor the following financial statements and information: : (i) the audited consolidated and consolidating balance sheets sheet of the Lessee and its Subsidiaries Borrower as at December 31, 19992002, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of the Lessee and its Subsidiaries Borrower for the fiscal year Fiscal Year then ended and (ii) the unaudited consolidated balance sheet of the Borrower as at September 30, 2003 and the related unaudited consolidated statements of income, stockholders' equity and cash flows of the Borrower for the three months then ended. All such consolidated statements were prepared in conformity with GAAP consistently applied and fairly present the consolidated financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements Borrower as at the respective dates thereof and the consolidated results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein Borrower for each of the periods then ended, ended subject, in the case of any such the unaudited financial consolidated statements, to changes resulting from audit and normal year-end adjustmentsaudit adjustments and the absence of notes thereto. Neither Except as disclosed in writing to the Lessee Agent and the Board prior to the date of this Agreement and set forth on Schedule 4.3, neither the Borrower nor any of its Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent Obligation, material contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing consolidated financial statements or in the most recently delivered consolidated financial statements delivered pursuant to Section 5.1(b)(i)(A) or (ii) or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, prospects or condition (financial or otherwise) or prospects of the Lessee or any of its SubsidiariesBorrower. (Bb) Except as fully disclosed Any projections and pro forma financial information contained in the Application and the projections and pro forma financial statements information delivered to the Lenders and the Board pursuant to Section 3.1(k) are reasonable and based upon assumptions stated therein which were believed by the Borrower to be reasonable at the time made (or as of the Closing Date in the case of the projections and pro forma financial information delivered pursuant to Section 5(c)(A3.1(k)), there were it being recognized by the Board and the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. (c) The Borrower and its Subsidiaries maintain, in accordance with sound business practices and applicable law and rules and regulations issued by any Governmental Authority (i) a system of accounting, which includes maintenance of proper books and records, that permits preparation of financial statements in conformity with GAAP and provides reasonable assurances that (A) transactions are executed in accordance with management's general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management's general or specific authorization; and (D) the Initial Borrowing Date no liabilities or obligations recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (ii) effective disclosure controls and procedures designed to ensure that material information relating to the Lessee Borrower and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected is made known to be material to the Lessee and its Subsidiaries taken as a whole. As Responsible Officers of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed Borrower in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholetimely manner.

Financial Condition. (A) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Company and its Consolidated Subsidiaries as at December August 31, 1999, 1994 and the related consolidated and consolidating statements of income, stockholders' equity retained earnings and of cash flows flow of the Lessee Company and its Consolidated Subsidiaries for the fiscal year then ended. All ended on said date, with the opinion thereon (in the case of said consolidated balance sheet and statements) of Arthur Andersen & Co., and the unaudited consolidated and consolidating balance sheets of the Company and its Consolidated Subsidi▇▇▇▇▇ a▇ ▇▇ ▇▇▇ 31, 1995 and the related consolidated and consolidating statements of income, retained earnings and cash flow of the Company and its Consolidated Subsidiaries for the nine-month period ended on such statements were prepared in conformity with GAAP date, heretofore furnished to Credit Agreement each of the Banks, are complete and correct and fairly present the consolidated financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described Company and its Consolidated Subsidiaries, and (in such the case of said consolidating financial statements statements) the respective unconsolidated financial condition of the Company and of each of its Consolidated Subsidiaries, as at the respective said dates thereof and the consolidated and unconsolidated results of their operations for the fiscal year and cash flows nine-month period ended on said dates (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statementsstatements as at May 31, 1995, to changes resulting from audit and normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis. Neither the Lessee Company nor any of its Subsidiaries has (and will noton the date hereof any material contingent liabilities, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability liabilities for taxes, long-term lease or unusual forward or long-term commitment that is not commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. Since August 31, 1994, there has been no material adverse change in the foregoing consolidated financial statements or the notes thereto and which in any such case is material in relation to the businesscondition, operations, properties, assets, condition (financial or otherwise) business or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As whole of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever Company and its Consolidated Subsidiaries from that is not fully disclosed set forth in the said financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholeat said date.

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Borrower and its consolidated Subsidiaries as at December 31September 30, 19992001, and September 30, 2002, and the related consolidated and consolidating statements of income, stockholders' equity income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Bank, present fairly the consolidated financial condition of the Lessee Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a The unaudited consolidated and, where applicable, consolidating basis) balance sheet of the entities described in such financial statements Borrower and its consolidated Subsidiaries as at the respective dates thereof March 31, 2003 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified to the best of their knowledge by a Responsible Officer of the Borrower, copies of which have heretofore been furnished to each Bank, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, subject to changes resulting from audit and normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Lessee Borrower nor any of its consolidated Subsidiaries has (and will nothad, following at the Initial Borrowing Datedate of the most recent balance sheet referred to above, have) any Contingent material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Lessee Borrower and its consolidated Subsidiaries at such date. During the period from March 31, 2003 to and including the Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its consolidated Subsidiaries of any nature whatsoever material part of its business or property and no purchase or other acquisition of any business or property (whether absolute, accrued, contingent or otherwise and whether or not dueincluding any capital stock of any other Person) which, either individually or material in aggregate, could reasonably be expected to be material relation to the Lessee consolidated financial condition of the Borrower and its consolidated Subsidiaries taken as a whole. As of the Initial Borrowing Dateat March 31, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole2003.

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets sheet of the Lessee Company and its consolidated Subsidiaries as at December 31, 1999, 1995 and the related consolidated and consolidating statements of income, stockholders' equity income and of cash flows for the fiscal year ended on such date, reported on by Deloitte & Touche, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Lessee Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a The unaudited consolidated and, where applicable, consolidating basis) balance sheet of the entities described in such financial statements Company and its consolidated Subsidiaries as at the respective dates thereof March 31, 1996 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three-month period then ended (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, subject to changes resulting from audit and normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Lessee Company nor any of its consolidated Subsidiaries has (and will nothad, following at the Initial Borrowing Datedate of the most recent balance sheet referred to above, have) any Contingent material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto thereto. During the period from December 31, 1995 to and which in including the Closing Date there has been no sale, transfer or other disposition by the Company or any such case is of its consolidated Subsidiaries of any material part of its business or property and, except for the Acquisition, no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Lessee or any of Company and its Subsidiariesconsolidated Subsidiaries at December 31, 1995. (Bb) Except as fully disclosed in the The Division financial statements delivered pursuant referred to in Section 5(c)(A3.3 of the Purchase Agreement, copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the business, operations and assets of 74 69 the Division as at the respective dates thereof, and the consolidated results of operations and consolidated cash flows thereof for the fiscal periods then ended. (c) The pro forma balance sheet of the Company and its consolidated Subsidiaries (the "Pro Forma Balance Sheet"), there were copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its consolidated Subsidiaries as of June 30, 1996 (the Initial Borrowing "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (i) the consummation of the Acquisition, (ii) the repayment in full of all loans under, and all other amounts due in respect of, the Second Amended and Restated Credit Agreement of the Company repaid on the Original Closing Date, (iii) the making of the loans and other extensions of credit under the Existing Credit Agreement made on the Original Closing Date no liabilities or obligations with respect to and the Lessee application of the proceeds thereof as contemplated hereby, (iv) the incurrence of the bridge indebtedness under the Subordinated Bridge Agreement contemplated by subsection 6.1(j)(i) of the Existing Credit Agreement, (v) the repayment of the Senior Notes and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected other Indebtedness required to be material to repaid on the Lessee Original Closing Date and its Subsidiaries taken as a whole. As (vi) the payment of the Initial Borrowing Date, fees and expenses payable in connection with the Lessee does not know consummation of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in Acquisition and the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholefinancing thereof.

Financial Condition. (A) The Lessee Borrower has heretofore delivered to the LessorLenders, the Agent and the at Lenders' request, the following financial statements and information: : (a) the audited consolidated and consolidating balance sheets sheet of the Lessee and its Subsidiaries Companies as at of December 31, 1999, 1996 prepared by a certified public accountant acceptable to Administrative Agent and the related consolidated and consolidating statements of income, stockholders' equity equity, and cash flows of the Lessee Companies for the Fiscal Year then ended, and its Subsidiaries (b) the unaudited consolidated balance sheets of the Companies as of September 30, 1997 and the related unaudited consolidated statements of income, stockholders' equity, and cash flows of the Companies for the fiscal year period then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at of the respective dates thereof and the results of operations and annual cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments and the absence of full footnotes. Quarterly statements will not reflect audit adjustments. Neither As of the Lessee nor any of its Subsidiaries has Closing Date, Borrower does not (and will not, not following the Initial Borrowing Date, havefunding of the Loans) have any Contingent Obligation, contingent liability liability, or liability for taxes, long-term lease lease, or unusual forward or long-term commitment that is not reflected in the foregoing financial statements described in CLAUSES (a) and (b) above or the notes thereto or in Borrower's periodic reports filed with the Securities and Exchange Commission and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) ), or prospects of the Lessee or any of its SubsidiariesCompany. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole.

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Borrower and its consolidated Subsidiaries as at December 3129, 19992001 and December 30, 2000, respectively, and the related consolidated and consolidating statements of income, stockholders' equity operations and of cash flows of the Lessee and its Subsidiaries for the fiscal year years ended on such dates, reported on by BDO Seidman, LLP, copies of which ha▇▇ ▇▇▇▇tofore been furnished to each Lender, present fairly, in all material respects, the consolidated and consolidating financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated and consolidating results of their operations and of their cash flows for the fiscal years then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and normal year-end adjustmentsnotes thereto, were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as otherwise expressly noted therein, and show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and each of its Subsidiaries as of the dates thereof, including liabilities for taxes, material commitments and Indebtedness. Neither the Lessee Borrower nor any of its consolidated Subsidiaries has (and will nothad, following at the Initial Borrowing Datedate of the most recent balance sheets referred to above, have) any Contingent material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or unusual material forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition thereto. (financial or otherwiseb) or prospects As of the Lessee date hereof, there are no material liabilities or obligations of the Borrower or any of its Subsidiaries. , whether direct or indirect, absolute or contingent, or matured or unmatured, other than (Bi) Except as fully disclosed or provided for in the financial statements delivered pursuant and notes thereto which are referred to Section 5(c)(A)above, there were as or (ii) which are disclosed elsewhere in this Agreement or in the Schedules hereto, or (iii) arising in the ordinary course of business since December 29, 2001 or (iv) created by this Agreement. As of the Initial Borrowing Date no liabilities or obligations with respect date hereof, the written information, exhibits and reports furnished by the Borrower to the Lessee and its Subsidiaries Lenders in connection with the negotiation of any nature whatsoever (whether absolutethis Agreement, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed are complete and correct in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be all material to the Lessee and its Subsidiaries taken as a wholerespects.

Financial Condition. (Aa) The Lessee Company has heretofore delivered furnished to each of the Lessor, the Agent and the Lenders, the following financial statements and information: the audited Banks consolidated and consolidating balance sheets of the Lessee Company and its Subsidiaries as at December 31, 1999, 1995 and the related consolidated and consolidating statements of income, stockholdersshareholders' equity and cash flows of the Lessee Company and its Subsidiaries for the fiscal year then endedended on said date, with the opinion thereon (in the case of said consolidated balance sheet and statements) of Ernst & Young L.L.P, and the unaudited consolidated and consolidating balance sheets of the Company and its Subsidiaries as at March 31, 1996 and the related consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and its Credit Agreement ---------------- Subsidiaries for the three-month period ended on such date. All such financial statements were prepared present fairly, in conformity with GAAP and fairly present all material respects, the consolidated financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described Company and its Subsidiaries, and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Company and of each of its Subsidiaries, as at said dates and the consolidated results of their operations, and (in the case of said consolidating statements) the respective unconsolidated results of operations of the Company and of each of its Subsidiaries, for the fiscal year and three-month period ended on said dates (subject, in the case of such financial statements as at March 31, 1996, to normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis. None of the Company nor any of its Subsidiaries has on the date hereof any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said financial statements (or in the notes thereto) as at said dates. Since December 31, 1995, there has been no material adverse change in the consolidated financial condition, operations or business of the Company and its Subsidiaries taken as a whole from that set forth in said financial statements as at said date. (b) The Company has heretofore furnished to each of the Banks the annual and quarterly Statutory Statements of each of its Insurance Subsidiaries for the fiscal year ended December 31, 1995 and for the quarterly fiscal period ended March 31, 1996 as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly, in all material respects, the financial condition of each Insurance Subsidiary, respectively, as at the respective dates thereof and the its results of operations through fiscal year ended on December 31, 1995 and cash flows (on a consolidated andthe quarterly fiscal period ended March 31, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject1996, in accordance with statutory accounting practices prescribed or permitted by the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither the Lessee nor any of its Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Lessee or any of its SubsidiariesApplicable Insurance Regulatory Authority. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole.

Financial Condition. (A) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of ------------------- the Lessee Company and its consolidated Subsidiaries as at December 31, 19991996 and December 31, 1997, respectively, and the related consolidated and consolidating statements of incomeearnings, stockholderscash flows and shareholders' equity and cash flows of the Lessee and its Subsidiaries for the fiscal year years ended on such dates, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a The unaudited consolidated and, where applicable, consolidating basis) balance sheet of the entities described in such financial statements Company and its consolidated Subsidiaries as at the respective dates thereof September 30, 1998 and the related unaudited consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the nine-month period then ended (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, subject to changes resulting from audit and normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Lessee Company nor any of its consolidated Subsidiaries has (and will nottaken as a whole) had, following at the Initial Borrowing Datedate of the most recent balance sheet referred to above, have) any Contingent Obligationmaterial Guaranty, contingent liability or liability for taxes, long-or any long- term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto thereto. Except as disclosed in filings with the Securities and which in Exchange Commission made by the Company on or prior to February 24, 1999, during the period from December 31, 1997 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any such case is of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee Company and its consolidated Subsidiaries of at December 31, 1997, other than any nature whatsoever (whether absolutesuch sale, accrued, contingent transfer or otherwise and whether other disposition or not due) which, either individually purchase or acquisition that would have been permitted by this Agreement if this Agreement had been in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholeeffect at all times during such period.

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Borrower and its consolidated Subsidiaries as at December 3129, 19992007 and December 30, 2006, respectively, and the related consolidated and consolidating statements of income, stockholders' equity operations and of cash flows of the Lessee and its Subsidiaries for the fiscal year years ended on such dates, reported on by BDO ▇▇▇▇▇▇▇, LLP, copies of which have heretofore been furnished to each Lender, present fairly, in all material respects, the consolidated and consolidating financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated and consolidating results of their operations and of their cash flows for the fiscal years then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and normal year-end adjustmentsnotes thereto, were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as otherwise expressly noted therein, and show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and each of its Subsidiaries as of the dates thereof, including liabilities for taxes, material commitments and Indebtedness. Neither the Lessee Borrower nor any of its consolidated Subsidiaries has (and will nothad, following at the Initial Borrowing Datedate of the most recent balance sheets referred to above, have) any Contingent material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or unusual material forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition thereto. (financial or otherwiseb) or prospects As of the Lessee date hereof, there are no material liabilities or obligations of the Borrower or any of its Subsidiaries. , whether direct or indirect, absolute or contingent, or matured or unmatured, other than (Bi) Except as fully disclosed or provided for in the financial statements delivered pursuant and notes thereto which are referred to Section 5(c)(A)above, there were as or (ii) which are disclosed elsewhere in this Agreement or in the Schedules hereto, or (iii) arising in the ordinary course of business since December 29, 2007 or (iv) created by this Agreement. As of the Initial Borrowing Date no liabilities or obligations with respect date hereof, the written information, exhibits and reports furnished by the Borrower to the Lessee and its Subsidiaries Lenders in connection with the negotiation of any nature whatsoever (whether absolutethis Agreement, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed are complete and correct in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be all material to the Lessee and its Subsidiaries taken as a wholerespects.

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets sheet of the Lessee Company and its Subsidiaries as at December 31, 1999, 1996 and the related consolidated and consolidating statements of income, cash flows and stockholders' equity and cash flows of the Lessee Company and its Subsidiaries for the fiscal year then ended. All such statements were prepared in conformity ended on said date, with GAAP the opinion thereon of Arthu▇ ▇▇▇▇r▇▇▇ & ▇▇., heretofore furnished to each of the Banks, are complete and correct and fairly present the consolidated financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described in such financial statements Company and its Subsidiaries as at the respective dates thereof said date and the consolidated results of their operations and cash flows (for the fiscal year ended on a consolidated andsaid date, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, all in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustmentsaccordance with generally accepted accounting principles. Neither the Lessee Company nor any of its Subsidiaries has (and will nothad on said date any material contingent liabilities, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability material liabilities for taxes, long-term lease or material unusual forward or long-term commitment that is not commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheet as at said date. (b) The consolidated balance sheet of the Company and its Subsidiaries as at March 31, 1997 and the related consolidated statements of income, cash flows and stockholders' equity of the Company and its Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Banks, are complete and correct and fairly present the consolidated financial condition of the Company and its Subsidiaries as at said date and the consolidated results of their operations for the fiscal quarter ended on said date, all in accordance with generally accepted accounting principles. Neither the Company nor any of its Subsidiaries had on said date any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheet as at said date. (c) Since December 31, 1996, there has been no material adverse change in the foregoing consolidated financial statements or the notes thereto and which in any such case is material in relation to the businesscondition, operations, properties, assets, condition (financial or otherwise) business or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee Company and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole).

Financial Condition. (A) The Lessee Seller has heretofore delivered to the LessorPurchaser true and correct copies of the following: the unaudited balance sheet of WAIG as of March 31, 1997, the Agent audited balance sheet of WAIG as of March 31, 1996 and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee and its Subsidiaries as at December 31, 19991994, and the related consolidated and consolidating unaudited statements of income, statements of retained earnings, and statements of cash flows of WAIG for the year ended March 31, 1997, and the audited statements of income, statements of retained earnings and statements of cash flows for the fifteen (15) months ended March 31, 1996, and the year ended December 31, 1994. Each such balance sheet presents fairly the financial conditions, assets, liabilities, and stockholders' equity of WAIG as of its date; each such statement of income and cash flows statement of the Lessee and its Subsidiaries for the fiscal year then ended. All such statements were prepared in conformity with GAAP and retained earnings presents fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations of WAIG for the period indicated and their retained earnings as of the date indicated; and each such statement of cash flows (on a consolidated and, where applicable, consolidating basis) of presents fairly the entities described therein for each of information purported to be shown therein. The financial statements referred to in this Section 2.3 have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods then endedinvolved and are in accordance with the books and records of WAIG. Since March 31, subject, 1997: (a) There has at no time been a material adverse change in the case financial condition, results of any such unaudited financial statementsoperations, to changes resulting from audit and normal year-end adjustments. Neither the Lessee nor any of its Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or liabilities, or, to the Seller's knowledge, the future prospects of the Lessee or any of its SubsidiariesWAIG. (Bb) Except as fully disclosed WAIG has not authorized, declared, paid, or effected any dividend or liquidating or other distribution in respect of its capital stock or any direct or indirect redemption, purchase, or other acquisition of any stock of WAIG. (c) The operations and business of the WAIG have been conducted in all respects only in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever ordinary course. (whether absolute, accrued, contingent or otherwise and d) WAIG has not suffered an extraordinary loss (whether or not duecovered by insurance) whichor waived any right of substantial value. (e) WAIG has not paid any expense resulting from the preparation of, either individually or in aggregatethe transactions contemplated by, could reasonably be expected to be material this Agreement, it being understood that the Seller shall have paid or will pay all such expenses (including, without limitation, its legal expenses resulting from this Agreement or the transactions contemplated hereby). There is no fact known to the Lessee Seller, which materially and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually adversely affects or in the aggregatefuture (as far as the Seller can reasonably foresee) may materially and adversely affect the financial condition, could reasonably be expected results of operations, business, properties, assets, liabilities, or future prospects of WAIG; PROVIDED, HOWEVER, that the Seller express no opinion as to be material to the Lessee and its Subsidiaries taken as a wholepolitical or economic matters of general applicability.

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Borrower and its consolidated Subsidiaries as at December 31, 19992024 and December 31, 2023, respectively, and the related consolidated and consolidating statements of income, stockholders' equity operations and of cash flows of the Lessee and its Subsidiaries for the fiscal year years ended on such dates, reported on by BDO USA, P.C., copies of which have heretofore been furnished to each Lender, present fairly, in all material respects, the consolidated and consolidating financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated and consolidating results of their operations and of their cash flows for the fiscal years then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and normal year-end adjustmentsnotes thereto, were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as otherwise expressly noted therein), and show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and each of its Subsidiaries as of the dates thereof, including liabilities for Taxes, material commitments and Indebtedness. Neither the Lessee Borrower nor any of its consolidated Subsidiaries has (and will nothad, following at the Initial Borrowing Datedate of the most recent balance sheets referred to above, have) any Contingent material Guarantee Obligation, material contingent liability or material liability for taxesTaxes, or any material long-term lease or unusual material forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition thereto. (financial or otherwiseb) or prospects As of the Lessee date hereof, there are no material liabilities or obligations of the Borrower or any of its Subsidiaries. , whether direct or indirect, absolute or contingent, or matured or unmatured, other than (Bi) Except as fully disclosed or provided for in the financial statements delivered pursuant and notes thereto which are referred to Section 5(c)(A)above, there were as or (ii) which are disclosed elsewhere in this Agreement or in the Schedules hereto, or (iii) arising in the ordinary course of business since December 31, 2024 or (iv) created by this Agreement. As of the Initial Borrowing Date no liabilities or obligations with respect date hereof, the written information, exhibits and reports furnished by the Borrower to the Lessee and its Subsidiaries Lenders in connection with the negotiation of any nature whatsoever (whether absolutethis Agreement, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed are complete and correct in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be all material to the Lessee and its Subsidiaries taken as a wholerespects.

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Company and its Subsidiaries as and of the Symphony Assets at December 31, 1999, 1995 and 1994 and the related consolidated and consolidating statements of income, stockholders' shareholders equity and cash flows of the Lessee Company and its Subsidiaries and of the Symphony Assets for the fiscal three-year then ended. All such statements period ended December 31, 1995, certified by the independent certified public accountants of the Company and Symphony, respectively, copies of which have been delivered to the Agent, were prepared in conformity accordance with GAAP GAAP, have been prepared from, and are consistent with, the books and records of the Company and its Subsidiaries and of Symphony, respectively, and fairly present the consolidated financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements Company and its Subsidiaries and of Symphony, respectively, as at the respective dates thereof and the consolidated results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein Company and its Subsidiaries and of the Symphony Assets, respectively, for each of the periods then ended. None of the Company, subjectany of its Subsidiaries or, to the best knowledge of the Company, the Symphony Assets had at December 31, 1995 any material contingent liabilities, liabilities for Taxes or long-term leases, unusual forward or long-term commitments or unrealized or unanticipated losses from any unfavorable commitments which are not reflected or reserved against in the foregoing statements or in the notes thereto. No events which have had or could reasonably be expected to have a Material Adverse Effect have occurred since December 31, 1995 except as reflected therein. (b) The unaudited consolidated balance sheets of the Company and its Subsidiaries and to the best knowledge of the Company, of the Symphony Assets at March 31, 1996 and the related consolidated statements of income, retained earnings (deficit) and cash flows of each such entity for the period then ended, a copy of which has been delivered to the Agent, were prepared in accordance with GAAP consistently applied (except to the extent noted therein), have been prepared from, and are consistent with, the books and records of each such entity and fairly present the consolidated financial position of each such entity as of such date and the consolidated results of operations and cash flows of each such entity for the period covered thereby, in the each case of any such unaudited financial statements, subject to changes resulting from audit and normal year-end adjustmentsaudit adjustments (including footnotes), consistent with past practices. Neither None of the Lessee nor Company, any of its Subsidiaries has (and will notor Symphony had on such date any material contingent liabilities, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability liabilities for Taxes or liability for taxes, long-term lease or leases, unusual forward or long-term commitment that is or unrealized or unanticipated losses from any unfavorable commitment which are not reflected or reserved against in the foregoing financial statements or in the notes thereto thereto. (c) The pro forma balance sheet of the Company as of March 31, 1996, a copy of which has heretofore been furnished to the Agent, fairly presents the estimated consolidated opening balance sheet of the Company assuming the Transactions had occurred as of March 31, 1996, and which the financial condition of the Company on the Closing Date does not differ in any material respect from the information therein set forth. (d) Upon giving effect to the Transactions: (i) The fair saleable value of the assets of the Company and each of its Subsidiaries, on a stand-alone basis, exceeds the amount that will be required to be paid on or in respect of the existing debts and other liabilities (including contingent liabilities) of such Person as they mature. (ii) The assets of each of the Company and its Subsidiaries, on a stand-alone basis, do not constitute unreasonably small capital for any such Person to carry out its business as now conducted and as proposed to be conducted including the capital needs of any such Person, taking into account the particular capital requirements of the business conducted by such Person, and projected capital requirements and capital availability thereof. (iii) The Company does not intend to, and will not permit any of its Subsidiaries to, incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of debt of each of such Person). The cash flow of the Company and each of its Subsidiaries, after taking into account all anticipated uses of the cash of each such Person, will at all times be sufficient to pay all amounts on or in respect of debt of each such company when such amounts are required to be paid. (iv) The Company does not intend, and does not believe, that final judgments against any of the Company or its Subsidiaries in actions for money damages will be rendered at a time when, or in an amount such that, any such Person will be unable to satisfy any such judgments promptly in accordance with their terms (taking into account the maximum reasonable amount of such judgments in any such case is material in relation to actions and the business, operations, properties, assets, condition (financial or otherwise) or prospects earliest reasonable time at which such judgments might be rendered). The cash flow of the Lessee or any Company and each of its Subsidiaries. , on a stand-alone basis, after taking into account all other anticipated uses of the cash of each such Person (Bincluding the payments on or in respect of debt referred to in paragraph (iii) Except as fully disclosed in the financial statements delivered pursuant to of this Section 5(c)(A4.6(d)), there were as of the Initial Borrowing Date no liabilities or obligations will at all times be sufficient to pay all such judgments promptly in accordance with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholetheir terms.

Financial Condition. (Aa) The Lessee has heretofore delivered to consolidated and, in the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets case of the Lessee Company only, unconsolidated statements of financial condition of the Company and its Consolidated Subsidiaries as at December 31, 1999, 1995 and the related consolidated and consolidating unconsolidated statements of incomeoperations, stockholders' equity and changes in cash flows of the Company and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon (in the case of said consolidated statement of financial condition and statements) of Ernst & Young LLP and the unaudited consolidated and unconsolidated statements of financial condition of the Company and its Consolidated Subsidiaries as at March 31, 1996 and the related consolidated and unconsolidated statements of operations, stockholders' equity and cash flows of the Lessee Company and its Consolidated Subsidiaries for the three-month period ended on such date, heretofore furnished to each of the Banks, are complete and correct and fairly present in all material respects the consolidated financial position of the Company and its Consolidated Subsidiaries, and the unconsolidated financial condition of the Company, as at said dates and the consolidated and, in the case of the Company only, unconsolidated results of their operations and their cash flows for the fiscal year then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position three-month period ended on said dates (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statementsstatements as at March 31, 1996, to changes resulting from audit and normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis. Neither the Lessee Company nor any of its Subsidiaries has (and will nothad on said dates any material contingent liabilities, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability liabilities for taxes, long-term lease or unusual forward or long-term commitment that is not commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said statements of financial condition as at said dates. Since December 31, 1995, there has been no material adverse change in the foregoing consolidated financial statements or the notes thereto and which in any such case is material in relation to the businesscondition, operations, propertiesbusiness, assetsassets (and nature thereof), condition liabilities (financial or otherwiseincluding, without limitation, tax, ERISA and environmental liabilities) or prospects taken as a whole of the Lessee or any of Company and its SubsidiariesConsolidated Subsidiaries from that set forth in said financial statements as at said date. (Bb) Except With respect to each Insurance Subsidiary, the statutory financial statements of such Insurance Subsidiary as fully disclosed at December 31, 1995, as filed with its Applicable Insurance Regulatory Authority, and the quarterly statement for the three-month period ended on March 31, 1996, heretofore furnished to each of the Banks, present in all material respects the financial condition of such Insurance Subsidiary as at said dates and its results of operations for its fiscal year and three-month period ended on said dates, in each case, in accordance with statutory reporting practices prescribed or permitted by its Applicable Insurance Regulatory Authority for the preparation of financial statements delivered pursuant to Section 5(c)(A), there were as and other financial reports by insurance corporations of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries type of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholesuch Insurance Subsidiary.

Financial Condition. (A) The Lessee Borrower has heretofore delivered to the LessorLenders, the Agent and the at Lenders' request, the following financial statements and information: : (i) the audited consolidated and consolidating balance sheets sheet of the Lessee Rose Hills and its Subsidiaries Subsidiaries, the Association and its Subsidiary and the Satellite Properties, in each case as at December 31, 1999, 1995 and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of such Persons for the Lessee Fiscal Year then ended, (ii) the unaudited consolidated balance sheet of Rose Hills and its Subsidiaries and the Association and its Subsidiary and the unaudited balance sheets of the Satellite Properties, in each case as at June 30, 1996 and the related unaudited consolidated and other statements of income, stockholders' equity and cash flows of Rose Hills and its Subsidiaries, the Association and its Subsidiary and of the Satellite Properties for the fiscal year six months then endedended and (iii) the unaudited monthly balance sheets of each of the Association and Rose Hills Mortuary L.P. as at the monthly periods ended July 31, 1996, August 31, 1996 and September 30, 1996 and the related unaudited statements for such monthly periods, in each case prepared by management for internal purposes. All such statements in clauses (i) and (ii) were prepared in conformity with GAAP and fairly present present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither Except as set forth on Schedule 5.3 annexed hereto and, in respect of the Lessee Guaranties as of the Closing Date, neither Holdings nor any of its Subsidiaries has (and neither Holdings nor any of its Subsidiaries will not, have following the Initial Borrowing Date, havefunding of the initial Loans) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Lessee Holdings or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole.

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Parent Borrower and its consolidated Subsidiaries as at December 31, 19992016 and December 31, 2015, respectively, and the related consolidated and consolidating statements of income, stockholders' equity operations and of cash flows of the Lessee and its Subsidiaries for the fiscal year years ended on such dates, reported on by BDO USA, LLP, copies of which have heretofore been furnished to each Lender, present fairly, in all material respects, the consolidated and consolidating financial condition of the Parent Borrower and its consolidated Subsidiaries as at such dates, and the consolidated and consolidating results of their operations and of their cash flows for the fiscal years then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and normal year-end adjustmentsnotes thereto, were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as otherwise expressly noted therein), and show all material Indebtedness and other liabilities, direct or contingent, of the Parent Borrower and each of its Subsidiaries as of the dates thereof, including liabilities for Taxes, material commitments and Indebtedness. Neither the Lessee Parent Borrower nor any of its consolidated Subsidiaries has (and will nothad, following at the Initial Borrowing Datedate of the most recent balance sheets referred to above, have) any Contingent material Guarantee Obligation, material contingent liability or material liability for taxesTaxes, or any material long-term lease or unusual material forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition thereto. (financial or otherwiseb) or prospects As of the Lessee date hereof, there are no material liabilities or obligations of the Parent Borrower or any of its Subsidiaries. , whether direct or indirect, absolute or contingent, or matured or unmatured, other than (Bi) Except as fully disclosed or provided for in the financial statements delivered pursuant and notes thereto which are referred to Section 5(c)(A)above, there were as or (ii) which are disclosed elsewhere in this Agreement or in the Schedules hereto, or (iii) arising in the ordinary course of business since December 31, 2016 or (iv) created by this Agreement. As of the Initial Borrowing Date no liabilities or obligations with respect date hereof, the written information, exhibits and reports furnished by the Parent Borrower to the Lessee and its Subsidiaries Lenders in connection with the negotiation of any nature whatsoever (whether absolutethis Agreement, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed are complete and correct in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be all material to the Lessee and its Subsidiaries taken as a wholerespects.

Financial Condition. (Aa) The Lessee has heretofore delivered to (i) the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Borrower and its consolidated Subsidiaries as at of December 31, 19991994 and December 31, 1995 and the related consolidated and consolidating statements of income, stockholders' equity income and of cash flows of the Lessee and its Subsidiaries for the fiscal year then ended. All years ended on such statements were prepared in conformity with GAAP dates, reported on by ▇▇▇▇▇ & ▇▇▇▇▇, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly present the consolidated financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described in such financial statements Borrower and its consolidated Subsidiaries as at the respective dates thereof such dates, and the consolidated results of their operations and their consolidated cash flows (on a consolidated and, where applicable, consolidating basis) of for the entities described therein for each of the periods fiscal years then ended, subject(ii) the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, in 1996 and the case related unaudited consolidated statements of any income and of cash flows for the nine-month period ended on such unaudited date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial statementscondition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the nine-month period then ended (subject to changes resulting from audit and normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Lessee Borrower nor any of its consolidated Subsidiaries has (and will nothad, following at the Initial Borrowing Datedate of the most recent balance sheet referred to above, have) any Contingent material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or other material agreement or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto thereto. During the period from December 31, 1995 to and which in including the Closing Date there has been no sale, transfer or other disposition by the Borrower or any such case is of its consolidated Subsidiaries of any material part of its business or property and, no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Lessee or any Borrower and its consolidated Subsidiaries at December 31, 1995 of its Subsidiarieswhich the Agent and the Lenders have not been made aware in writing by the Borrower. (Bb) Except as fully disclosed in The PRO FORMA balance sheet of the financial statements delivered pursuant to Section 5(c)(ABorrower and its consolidated Subsidiaries (the "PRO FORMA BALANCE SHEET"), there were copies of which have heretofore been furnished to each Lender, is the balance sheet of the Borrower and its consolidated Subsidiaries as of December 31, 1996 (the Initial Borrowing Date no liabilities or obligations with "PRO FORMA DATE"), adjusted to give effect (as if such events had occurred on such date) to (i) the repayment in full of all loans under, and all other amounts due in respect to of, the Lessee Existing Credit Agreements, (ii) the retirement of Senior Subordinated Notes in an aggregate principal amount of not less than $33,800,000 and its Subsidiaries (iii) the making of any nature whatsoever (whether absolute, accrued, contingent or otherwise the Loans and whether or not due) which, either individually or in aggregate, could reasonably be expected other extensions of credit hereunder to be material to made on the Lessee Closing Date and its Subsidiaries taken as a whole. As the application of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken proceeds thereof as a wholecontemplated hereby.

Financial Condition. (A) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets sheet of the Lessee ------------------- Company and its consolidated Subsidiaries as at December 31, 1999, 1996 and the related consolidated and consolidating statements of income, stockholders' equity income and retained earnings and changes in cash flows for the fiscal year ended on such date, reported on by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in accordance with GAAP the consolidated financial position of the Lessee Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related unaudited consolidated statements of income and retained earnings and changes in cash flows for the three-month period ended on such statements were prepared date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in conformity accordance with GAAP and fairly present the consolidated financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements Company and its consolidated Subsidiaries as at the respective dates thereof such date, and the consolidated results of their operations and their consolidated cash flows for the three-month period then ended (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, subject to changes resulting from audit and normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Lessee Company nor any of its consolidated Subsidiaries has (and will nothad, following at the Initial Borrowing Datedate of the most recent balance sheet referred to above, have) any Contingent material Guarantee Obligation, contingent liability or liability for taxes, long-or any long- term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto thereto. Except as set forth on Schedule 5.1, during the period from December 31, 1996 to and which in including the date hereof there has been no sale, transfer or other disposition by the Company or any such case is of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee Company and its consolidated Subsidiaries of any nature whatsoever (whether absoluteat December 31, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole1996.

Financial Condition. (A) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Company and its consolidated Subsidiaries as at December 31, 19991995 and December 31, 1996, respectively, and the related consolidated and consolidating statements of incomeearnings, stockholderscash flows and shareholders' equity and cash flows of the Lessee and its Subsidiaries for the fiscal year years ended on such dates, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a The unaudited consolidated and, where applicable, consolidating basis) balance sheet of the entities described in such financial statements Company and its consolidated Subsidiaries as at the respective dates thereof March 31, 1997 and the related unaudited consolidated statements of earnings and of cash flows for the three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three-month period then ended (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, subject to changes resulting from audit and normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Lessee Company nor any of its consolidated Subsidiaries has (and will nottaken as a whole) had, following at the Initial Borrowing Datedate of the most recent balance sheet referred to above, have) any Contingent Obligationmaterial Guaranty, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto thereto. During the period from December 31, 1996 to and which in including the date hereof there has been no sale, transfer or other disposition by the Company or any such case is of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee Company and its consolidated Subsidiaries of at December 31, 1996, other than any nature whatsoever (whether absolutesuch sale, accrued, contingent transfer or otherwise and whether or not due) which, either individually or other disposition that would have been permitted by this Agreement if this Agreement had been in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholeeffect at all times during such period.

Financial Condition. (A) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets sheet of the Lessee Company and its consolidated Subsidiaries as at December 31June 30, 1999, 2001 and the related consolidated and consolidating statements of income, stockholders' equity income and of cash flows for the fiscal year ended on such date, reported on by KMPG LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Lessee Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a The unaudited consolidated and, where applicable, consolidating basis) balance sheet of the entities described in such financial statements Company and its consolidated Subsidiaries as at the respective dates thereof of March 31, 2002 and the results related unaudited consolidated statements of operations income and cash flows (for the nine-month period ended on a such date, present fairly the consolidated and, where applicable, consolidating basis) financial condition of the entities described therein Company and its consolidated Subsidiaries as of such date, and the consolidated results of their operations and their consolidated cash flows for each of the periods nine-month period then ended, subject, in the case of any such unaudited financial statements, ended (subject to changes resulting from audit and normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Lessee Company nor any of its consolidated Subsidiaries has (and will nothad, following at the Initial Borrowing Datedate of the most recent balance sheet referred to above, have) any Contingent material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto thereto, except for such transactions disclosed in writing to the Administrative Agent prior to the Closing Date. During the period from June 30, 2001 to and which in including the date hereof there has been no sale, transfer or other disposition by the Company or any such case is of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee Company and its consolidated Subsidiaries of any nature whatsoever (whether absoluteat June 30, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole2001.

Financial Condition. (A) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets sheet of the Lessee Borrower and its Subsidiaries dated as at of December 31, 19992000 and the unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated as of June 30, 2001 (the "Balance Sheet Date") and the related consolidated audited and consolidating unaudited, respectively, statements of incomeoperations, cash flows and stockholders' equity and cash flows of the Lessee Borrower and its Subsidiaries for the fiscal year then ended. All periods ending on such statements dates, including any related notes (the "Financial Statements"), all of which were prepared heretofore furnished to the Lenders, are true, correct and complete in conformity with GAAP all material respects and fairly present in all material respects the financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described in such financial statements Borrower and its Subsidiaries as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for date of each of such statement and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods then ended, subjectinvolved except, in the case of any such unaudited financial statements, for the absence of footnotes and subject to changes resulting from audit and normal year-end adjustmentsadjustments that shall not be materially adverse in the aggregate. Neither Other than as reflected in such Financial Statements and except for liabilities incurred in the Lessee nor any ordinary course of business since the date thereof, the Borrower and its Material Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment have no Indebtedness that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to would be material to the Lessee and its Subsidiaries taken as a whole. As financial condition of the Initial Borrowing DateBorrower, nor any material unrealized or unanticipated losses from any commitments. Since the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed Balance Sheet Date there has been no material adverse change in the consolidated financial statements delivered pursuant to Section 5(c)(A) which, either individually or condition (as set forth in the aggregate, could reasonably be expected to be material to Financial Statements) or results of operations of the Lessee Borrower and its Subsidiaries taken as a whole.

Financial Condition. (A) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Company and its consolidated Subsidiaries as at December 31, 1999, 2004 and the related consolidated and consolidating statements of income, stockholders' equity income and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Bank or will be furnished to each Bank that has not already received such copies, present fairly the consolidated financial condition of the Lessee Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidating balance sheet of the Company and its consolidated Subsidiaries by geographic region as at March 31, 2005 and the related unaudited consolidating statement of operations and retained earnings for the portion of the fiscal year ended on March 31, 2005, present fairly the consolidating financial condition of the Company and its consolidated Subsidiaries by geographic region as at such date, and the consolidating results of their operations for the fiscal year then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and normal year-end adjustmentsnotes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Lessee Company nor any of its consolidated Subsidiaries has (and will nothad, following at the Initial Borrowing Datedate of the most recent balance sheet referred to above, have) any Contingent material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or referred to in the notes thereto thereto. During the period from March 31, 2005 to and which including the date hereof there has been no sale, transfer or other disposition by the Company or any of its consolidated Subsidiaries of any material part of its business or property 2005 Arrow Electronics Credit Agreement (other than the sale of assets relating to the cable and assembly business in an aggregate amount up to $15,000,000) and no purchase or other acquisition of any such case is business or property (including any Capital Stock of any other Person) material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Lessee or any of Company and its Subsidiaries. (B) Except consolidated Subsidiaries at March 31, 2005 except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect writing to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material Banks prior to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Closing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole).

Financial Condition. (A) The Lessee Borrower has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets sheet of the Lessee Parent and its Subsidiaries as at December 31, 1999, 2005 and the related consolidated and consolidating statements of incomeoperations, stockholders' ’ equity and cash flows of the Lessee Parent and its Subsidiaries for the fiscal year Fiscal Year then ended and (ii) the unaudited consolidated balance sheets of Borrower and its Subsidiaries as at March 31, 2006 and the related unaudited consolidated statements of operations and cash flows of Parent and its Subsidiaries for the period then ended. All such statements were prepared in conformity with GAAP and fairly present present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither the Lessee Parent nor any of its Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto or that is otherwise contemplated or permitted under this Agreement and, as of any Funding Date subsequent to the Restatement Date, is not reflected in the most recent financial statements delivered to Lenders pursuant to subsection 6.1 or the notes thereto and which that, in any such case case, is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Lessee Parent or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole.

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Parent Borrower and its consolidated Subsidiaries as at of December 31, 19992003, December 31, 2004 and December 31, 2005 and the related consolidated and consolidating statements of incomeoperations, stockholders' stockholder’s equity and cash flows of the Lessee and its Subsidiaries for the fiscal year then ended. All years ended on such statements were prepared in conformity with GAAP dates, reported on by and fairly present accompanied by unqualified reports from PricewaterhouseCoopers LLP, and the financial position (on a unaudited consolidated and, where applicable, consolidating basis) balance sheets of the entities described in such financial statements Parent Borrower and its consolidated Subsidiaries as at the respective dates thereof of June 30, 2006 and the results related consolidated statements of operations and cash flows (for the period ended on a such date, present fairly, in all material respects, the consolidated andfinancial condition as at such date, where applicable, consolidating basis) and the consolidated results of operations and consolidated cash flows for the entities described therein for each of the respective fiscal years or periods then ended, subjectof the Parent Borrower and its consolidated Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied throughout the case periods covered thereby (except as approved by a Responsible Officer, and disclosed in any such schedules and notes, and subject to the omission of any footnotes from such unaudited financial statements). During the period from December 31, 2005 to changes resulting from audit and normal year-end adjustments. Neither including the Lessee nor Closing Date, there has been no sale, transfer or other disposition by the Parent Borrower and its consolidated Subsidiaries of any material part of the business or property of the Parent Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Parent Borrower and its Subsidiaries has (and will notconsolidated Subsidiaries, following the Initial Borrowing Datetaken as a whole, have) any Contingent Obligationin each case, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that which is not reflected in the foregoing financial statements or in the notes thereto and which has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (b) The audited consolidated balance sheets of Puerto Ricancars as of December 31, 2003 and December 31, 2004 and the related consolidated statements of income and retained earnings and cash flows for the fiscal years ended on such dates, reported on by and accompanied by unqualified reports from PricewaterhouseCoopers LLP, and the unaudited consolidated balance sheet of Puerto Ricancars as of June 30, 2006 and the related consolidated statements of income and retained earnings and cash flows for the period ended on such date, present fairly, in all material respects, the consolidated financial condition as at such date, and the consolidated results of operations and consolidated cash flows for the respective fiscal years or periods then ended, of Puerto Ricancars. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer, and disclosed in any such case is schedules and notes, and subject to the omission of footnotes from such unaudited financial statements). During the period from December 31, 2005 to and including the Closing Date, there has been no sale, transfer or other disposition by Puerto Ricancars of any material part of the business or property of Puerto Ricancars and no purchase or other acquisition Puerto Ricancars of any business or property (including any Capital Stock of any other Person) material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed Puerto Ricancars which is not reflected in the foregoing financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material notes thereto and has not otherwise been disclosed in writing to the Lessee and its Subsidiaries taken as a wholeLenders on or prior to the Closing Date.

Financial Condition. (A) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets sheet of the Lessee Company and its consolidated Subsidiaries as at December 31September 27, 1999, 1997 and the related consolidated and consolidating statements of income, stockholders' equity income and of cash flows for the fiscal year ended on such date, reported on (only in the case of such annual statements) by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Lessee Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and normal year-end adjustmentsnotes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein). Neither the Lessee Company nor any of its consolidated Subsidiaries has (and will nothad, following at the Initial Borrowing Datedate of the balance sheets referred to above, have) any Contingent material Guarantee Obligation, contingent liability liabilities or liability for taxes, long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto thereto. The five-year financial and which in any such case is material in relation operational projections for the Company and its Subsidiaries (including the Apparel Division) for the fiscal years of 1998 through 2002 delivered to the business, operations, properties, assets, condition Agent prior to the Closing Date (financial or otherwise) or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A"Projections"), there were constitute a reasonable basis as of the Initial Borrowing Closing Date no liabilities or obligations with respect to for the Lessee assessment of the future performance of the Company and its Subsidiaries (including the Apparel Division) during the periods indicated therein, it being understood that any projected financial information represents projections, based on various assumptions, of any nature whatsoever (whether absolute, accrued, contingent future results of operations which may or otherwise may not in fact occur and whether or not due) which, either individually or in aggregate, could reasonably no assurance can be expected to given that such results will be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholeachieved.

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance ------------------- sheets of the Lessee Company and its consolidated Subsidiaries as at December 31, 19991996 and December 31, 1997, respectively, and the related consolidated and consolidating statements of incomeearnings, stockholderscash flows and shareholders' equity and cash flows of the Lessee and its Subsidiaries for the fiscal year years ended on such dates, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a The unaudited consolidated and, where applicable, consolidating basis) balance sheet of the entities described in such financial statements Company and its consolidated Subsidiaries as at the respective dates thereof June 30, 1998 and the related unaudited consolidated statements of earnings and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, subject to changes resulting from audit and normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Lessee Company nor any of its consolidated Subsidiaries has (and will nottaken as a whole) had, following at the Initial Borrowing Datedate of the most recent balance sheet referred to above, have) any Contingent Obligationmaterial Guaranty, contingent liability or liability for taxes, long-or any long- term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto thereto. Except as disclosed in filings with the Securities and which in Exchange Commission made by the Company on or prior to September 10, 1998, during the period from December 31, 1997 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any such case is of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Lessee Company and its consolidated Subsidiaries at December 31, 1997, other than any such sale, transfer or any of its Subsidiariesother disposition or purchase or acquisition that would have been permitted by this Agreement if this Agreement had been in effect at all times during such period. (Bb) Except The unaudited projected pro forma consolidated balance sheet of --- ----- the Company and its consolidated Subsidiaries as fully disclosed in at December 31, 1998 (including the financial statements delivered pursuant to Section 5(c)(Anotes thereto) (the "Pro Forma Balance Sheet"), there were copies of which have heretofore been furnished to each Lender, has been prepared after giving effect on a projected basis to (i) the consummation of the ▇▇▇▇▇▇ Automotive Acquisition, (ii) the loans to be made under the New Term Loan Agreement and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Company as of the Initial Borrowing Date no liabilities or obligations with respect date of delivery thereof, and presents fairly on a projected pro forma basis the estimated financial position --- ----- of the Company and its consolidated Subsidiaries as at December 31, 1998, after giving effect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed events specified in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholepreceding sentence.

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Company and its consolidated Subsidiaries as at December 3127, 19992008 and December 26, 2009, respectively, and the related consolidated and consolidating statements of income, stockholders' equity operations and of cash flows of the Lessee and its Subsidiaries for the fiscal year years ended on such dates, reported on by BDO ▇▇▇▇▇▇▇, LLP, copies of which have heretofore been furnished to each Purchaser, present fairly, in all material respects, the consolidated and consolidating financial condition of the Company and its consolidated Subsidiaries as at such dates, and the consolidated and consolidating results of their operations and of their cash flows for the fiscal years then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and normal year-end adjustmentsnotes thereto, were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as otherwise expressly noted therein, and show all material Indebtedness and other liabilities, direct or contingent, of the Company and each of its Subsidiaries as of the dates thereof, including liabilities for taxes, material commitments and Indebtedness. Neither the Lessee Company nor any of its consolidated Subsidiaries has (and will nothad, following at the Initial Borrowing Datedate of the most recent balance sheets referred to above, have) any Contingent material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or unusual material forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition thereto. (financial or otherwiseb) or prospects As of the Lessee date hereof, there are no liabilities or obligations of the Company or any of its Subsidiaries. , whether direct or indirect, absolute or contingent, or matured or unmatured, other than (Bi) Except as fully disclosed or provided for in the financial statements delivered pursuant and notes thereto which are referred to Section 5(c)(A)above, there were as (ii) which are disclosed elsewhere in this Agreement or in the Schedules hereto, (iii) arising in the ordinary course of the Initial Borrowing Date no business since December 26, 2009, (iv) created by this Agreement or (v) liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could not reasonably be expected to be material have a Material Adverse Effect. As of the date hereof, the written information, exhibits and reports furnished by the Company to the Lessee and its Subsidiaries Purchasers in connection with the negotiation of this Agreement, taken as a whole, are complete and correct in all material respects.

Financial Condition. (Aa) The Lessee has heretofore delivered to Each of (i) the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets sheet of the Lessee Infinity and its Consolidated Subsidiaries as at December 31, 1998, and the related consolidated statements of income and cash flows of Infinity and its Consolidated Subsidiaries for the fiscal year ended on such date, with the opinion thereon of KPMG LLP, and (ii) the unaudited consolidated balance sheets of Infinity and its Consolidated Subsidiaries as at March 31, 1999 and June 30, 1999, and the related unaudited consolidated and consolidating statements of income, stockholders' equity income and cash flows of the Lessee Infinity and its Consolidated Subsidiaries for the fiscal year then ended. All quarters ended on such statements were prepared in conformity with GAAP and dates, all certified by a Financial Officer of Infinity, heretofore furnished to each of the Lenders, fairly present the consolidated financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described in such financial statements Infinity and its Consolidated Subsidiaries as at the respective such dates thereof and the consolidated results of their operations and cash flows for the fiscal year or fiscal quarter ended on such dates in accordance with GAAP (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statementsthe statements referred to in clause (ii) above, to changes resulting from audit and normal year-end audit adjustments). Neither the Lessee Infinity nor any of its Material Subsidiaries has (and will nothad on such dates any known material contingent liability, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability except as referred to or liability reflected or provided for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements Exchange Act Report or in such balance sheets (or the notes thereto and which thereto) as at such dates. (b) There has been no material adverse change in any such case is material in relation to the businessconsolidated financial condition, operations, properties, assets, condition (financial or otherwise) business or prospects taken as a whole of Infinity and its Consolidated Subsidiaries from that set forth in the Lessee consolidated financial statements of Infinity for the fiscal year ended December 31, 1998 referred to in Section 3.2(a) (it being agreed, however, that none of (i) the reduction by any rating agency of any rating assigned to Indebtedness of Infinity, (ii) non-cash provisions for loan losses and additions to valuation allowances, (iii) any change in GAAP or compliance therewith and (iv) any of its Subsidiaries. (B) Except as fully legal or arbitral proceedings which have been disclosed in the financial statements delivered pursuant to Section 5(c)(A)Exchange Act Report, there were as of the Initial Borrowing Date no liabilities whether threatened, pending, resulting in a judgment or obligations with respect otherwise, prior to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as time a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis final judgment for the assertion payment of money shall have been recorded against it Infinity or any Material Subsidiary by any Governmental Authority having jurisdiction, and the judgment is non-appealable (or the time for appeal has expired) and all stays of any liability execution have expired or obligation been lifted shall, in and of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) whichitself, either individually or in the aggregate, could reasonably be expected to be constitute such a material to the Lessee and its Subsidiaries taken as a wholeadverse change).

Financial Condition. (A) The Lessee Borrower has heretofore delivered to the LessorLenders, the Agent and at the Lenders’ request, the following financial statements and information: the the, as applicable, audited or unaudited consolidated and consolidating balance sheets of the Lessee and its Subsidiaries as at December 31sheets, 1999, and the related consolidated and consolidating statements of income, stockholders' equity income and cash flows of the Lessee Borrower and its Subsidiaries subsidiaries as at and for the fiscal year then endedFiscal Year ended December 31, 2024 and for the Fiscal Quarter ended March 31, 2025, it being understood and agreed that the filing of the Borrower’s Form 10-K for such Fiscal Year and Form 10-Q for such Fiscal Quarter with the SEC shall constitute such delivery. All Subject, in the case of such unaudited statements, to the absence of footnotes and customary year-end audit adjustments, all such statements were prepared in conformity with GAAP and fairly present present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither the Lessee Borrower nor any of its Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment not incurred in the ordinary course of business that as of the Closing Date, is not reflected in the foregoing financial Borrower’s audited consolidated balance sheets, statements of income and cash flows of the Borrower and its subsidiaries as at and for the Fiscal Year ended December 31, 2024 or in the Borrower’s unaudited consolidated balance sheets, statements of income and cash flows of the Borrower and its subsidiaries as at the Fiscal Quarter ended March 31, 2025 or the notes thereto and which thereto, or described in any such case is material in relation to the businessSchedule 7.01, operations, properties, assets, condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could that would reasonably be expected to be material to the Lessee and its Subsidiaries taken as have a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholeMaterial Adverse Effect.

Financial Condition. (Aa) The Lessee Company has heretofore delivered furnished to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets each of the Lessee Bank consolidated balance sheet of the Company and its Subsidiaries as at December 31, 1999, 1994 and the related consolidated and consolidating statements of income, stockholders' equity retained earnings and cash flows of the Lessee Company and its Subsidiaries for the fiscal year then endedended on said date, with the opinion thereon of KPMG Peat Marwick LLP, and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at June 30, 1995 and the related consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for the six-month period ended on such date. All such financial statements were prepared in conformity with GAAP are complete and correct and fairly present the consolidated financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described in such financial statements Company and its Subsidiaries as at the respective said dates thereof and the Credit Agreement 48 - 44 - consolidated results of their operations for the fiscal year and cash flows six-month period ended on said dates (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statementsstatements as at June 30, 1995, to changes resulting from audit and normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis. Neither None of the Lessee Company nor any of its Subsidiaries has (and will noton the date hereof any material contingent liabilities, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability liabilities for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements commitments or the notes thereto and which in unrealized or anticipated losses from any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries unfavorable commitments taken as a whole, except as referred to or reflected or provided for in said balance sheets as at said dates and except for liabilities incurred in the ordinary course of business. As Since June 30, 1995, there has been no material adverse change in the consolidated financial condition, operations, business or prospects taken as a whole of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee Company and its Subsidiaries taken from that set forth in said financial statements as a wholeat said date. (b) The Company has heretofore furnished to each of the Banks the annual Statutory Statement of each Insurance Subsidiary for the fiscal year ended December 31, 1994, and the quarterly Statutory Statement of each Insurance Subsidiary for the fiscal quarter ended June 30, 1995, in each case as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly, in all material respects, the financial condition of each Insurance Subsidiary as at, and the results of operations for the fiscal year ended December 31, 1994, and fiscal quarter ended June 30, 1995, in accordance with statutory accounting practices prescribed or permitted by the Applicable Insurance Regulatory Authority.

Financial Condition. (A) The Lessee Chisolm Bierwolf & ▇▇▇▇▇▇ LLC, which has heretofore delivered to examined the Lessorfinancial statements of the Company, together with the related schedules and notes, for the period from inception through September 30, 2005 and the three months ended December 31, 2005, are independent accountants within the meaning of the Securities Act, the Agent Exchange Act, and the Lenders, rules and regulations promulgated thereunder. Seller has provided to Purchaser true and correct copies of the following financial statements and informationfollowing: the audited consolidated and consolidating balance sheets of the Lessee and its Subsidiaries Seller as at of September 30, 2005; unaudited balance sheets of Seller as of December 31, 1999, and the related consolidated and consolidating 2005; audited statements of income, statements of stockholders' equity, and statements of cash flows of Seller for the period ended September 30, 2005; and the unaudited statements of income, statements of stockholders' equity, and statements of cash flows of Seller for the three months ended December 31, 2005. Each such balance sheet presents fairly the financial condition, assets, liabilities, and stockholders' equity of Seller as of its respective date; each such statement of income and cash flows statement of the Lessee and its Subsidiaries for the fiscal year then ended. All such statements were prepared in conformity with GAAP and stockholders' equity presents fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations of Seller for the period indicated; and each such statement of cash flows (on a consolidated and, where applicable, consolidating basis) of presents fairly the entities described therein for each of information purported to be shown therein. The financial statements referred to in this Section 3.03 will have been prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods then endedinvolved, subjectare in accordance with the books and records of Seller, and complied and will comply in all material respects with all applicable accounting requirements. Since the Last Seller Balance Sheet Date: (i) There has at no time been a material adverse change in the case financial condition, results of any such unaudited financial statementsoperations, to changes resulting from audit and normal year-end adjustments. Neither the Lessee nor any of its Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operationsbusinesses, properties, assets, condition (financial liabilities, or otherwise) or future prospects of the Lessee or any of its SubsidiariesSeller. (Bii) Except as fully disclosed Seller has not authorized, declared, paid, or effected any dividend or liquidating or other distribution in respect of its capital stock or any direct or indirect redemption, purchase, or other acquisition of any stock of Seller. (iii) The operations and businesses of Seller have been conducted in all respects only in the financial statements delivered pursuant to Section 5(c)(A)ordinary course, there were except as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed described in the financial statements delivered pursuant Seller Disclosure Letter. There is no fact known to Section 5(c)(A) which, either individually Seller which materially adversely affects or in the aggregatefuture (as far as Seller can reasonably foresee) may materially adversely affect the financial condition, could reasonably be expected results of operations, businesses, properties, assets, liabilities, or future prospects of Seller; provided, however, that Seller expresses no opinion as to political or economic matters of general applicability. Seller has made known, or caused to be material made known, to the Lessee accountants or auditors who have prepared, reviewed, or audited the aforementioned consolidated financial statements all material facts and its Subsidiaries taken as a wholecircumstances which could affect the preparation, presentation, accuracy, or completeness thereof.

Financial Condition. (A) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Company and its consolidated Subsidiaries as at December 31, 1999, 2015 and the related consolidated and consolidating statements of income, stockholders' equity income and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Bank or will be furnished to each Bank that has not already received such copies, present fairly the consolidated financial position of the Lessee Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidating balance sheet of the Company and its consolidated Subsidiaries as at September 30, 2016 and the related unaudited consolidating statement of operations and retained earnings for the portion of the fiscal year ended on September 30, 2016, present fairly the consolidating financial position of the Company and its consolidated Subsidiaries as at such date, and the consolidating results of their operations for the fiscal year then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and normal year-end adjustmentsnotes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Lessee Company nor any of its consolidated Subsidiaries has (and will nothad, following at the Initial Borrowing Datedate of the most recent balance sheet referred to above, have) any Contingent material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or referred to in the notes thereto thereto. During the period from September 30, 2016 to and which in including the Closing Date, there has been no sale, transfer or other disposition by the Company or any such case is of its consolidated Subsidiaries of any material part of their consolidated business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Lessee Company and its consolidated Subsidiaries at September 30, 2016 except as disclosed in writing to the Banks prior to the Closing Date or disclosed in any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of Company’s filings with the Initial Borrowing Date no liabilities or obligations with respect Securities and Exchange Commission prior to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholedate hereof.

Financial Condition. (Ai) The Lessee has heretofore delivered unaudited consolidated balance sheet of the Seller and the audited consolidated balance sheet Parent and Seller’s and the Parent’s Consolidated Subsidiaries as at the fiscal year ending December 31, 2005 provided to the Lessor, the Deal Agent and the Lendersrelated (in the case of the Parent only and unaudited in the case of the Seller only) consolidated statements of income and retained earnings and of cash flows for the year then ended, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification arising out of the scope of the audit conducted by a nationally recognized accounting firm, copies of which have heretofore been furnished to the Deal Agent, are complete and correct and present fairly the consolidated financial condition of the Seller, the following financial statements Limited Guarantor and information: the audited consolidated Seller’s and consolidating balance sheets of the Lessee and its Limited Guarantor’s Consolidated Subsidiaries as at December 31, 1999of such date, and the related consolidated results of their operations and consolidating statements of income, stockholders' equity and their consolidated cash flows of the Lessee and its Subsidiaries for the fiscal year then ended, except as noted in the 8-K filed with the SEC by the Parent on September 7, 2006. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and normal year-end adjustmentsnotes thereto (if any), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein). Neither the Lessee Seller, the Parent nor any of its the Seller’s or the Parent’s Consolidated Subsidiaries has (and will nothad, following as of the Initial Borrowing Datedate of the most recent balance sheet referred to above, have) any Contingent Obligation, material contingent liability or liability for taxes, long-or any long term lease or unusual forward or long-long term commitment commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, that is not reflected in the foregoing financial statements or in the notes thereto thereto. Except as disclosed to the Deal Agent in writing prior to the Closing Date, during the period from June 15, 2006, to and which in including the date hereof, there has been no sale, transfer or other disposition by the Seller, the Parent or any such case is of the Seller’s or the Parent’s Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing DateSeller, the Lessee does not know of any basis for Parent and the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in Seller’s and the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in Parent’s Consolidated Subsidiaries on the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholedate hereof.

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee Guarantor and its consolidated Subsidiaries as at December 31June 30, 19991994 and as at June 30, 1995, and the related consolidated and consolidating statements of income, stockholders' equity income and of cash flows of the Lessee and its Subsidiaries for the fiscal year years ended on each such date, reported thereon by Deloitte & Touche, copies of which have heretofore been furnished to the Lender, are complete and correct and present fairly the consolidated financial condition of the Guarantor and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position . (on a b) The unaudited consolidated and, where applicable, consolidating basis) balance sheet of the entities described in such financial statements Guarantor and its consolidated Subsidiaries as at the respective dates thereof June 30, 1996, and the results related unaudited consolidated statements of operations income and of cash flows (for the twelve-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Lender, are complete and correct and present fairly the consolidated and, where applicable, consolidating basis) financial condition of the entities described therein Guarantor and its consolidated Subsidiaries as at such date, and their consolidated cash flows for each of the periods twelve-month period then ended, subject, in the case of any such unaudited financial statements, ended (subject to changes resulting from audit and normal year-end audit adjustments. ). (c) All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). (d) Neither the Lessee Guarantor nor any of its consolidated Subsidiaries has (and will nothad, following at the Initial Borrowing Datedate of the most recent balance sheet referred to above, have) any Contingent material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, or other financial derivative, which is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually or in the aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholenotes thereto.

Financial Condition. (Aa) The Lessee has heretofore delivered to the Lessor, the Agent and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets sheet of the Lessee Borrower and its Consolidated Subsidiaries as at December 31, 1999, 2000 and the related consolidated and consolidating statements of income, stockholders' equity income and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young, L.L.P., copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Lessee Borrower and its Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and normal year-end adjustmentsnotes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). Neither the Lessee Borrower nor any of its Consolidated Subsidiaries has (and will nothad, following the Initial Borrowing Dateas of December 31, have) 2000, any Contingent material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the schedules or notes thereto thereto. Except as set forth on Schedule 5.1, during the period from December 31, 2000 to ------------ and which in including the date hereof there has been no sale, transfer or other disposition by the Borrower or any such case is of its Consolidated Subsidiaries of any material part of its or their business, assets or property and no purchase or other acquisition of any business, assets or property (including any Capital Stock of any other Person) material in relation to the business, operations, properties, assets, consolidated financial condition (financial or otherwise) or prospects of the Lessee or any of Borrower and its SubsidiariesConsolidated Subsidiaries at December 31, 2000. (Bb) Except as fully disclosed The financial statements of the Borrower and its Consolidated Subsidiaries and other information most recently delivered under Sections 7.1(a) and (b) were prepared in accordance with GAAP (except in the case of interim statements which shall be without footnotes) and present fairly the consolidated financial condition, results of operations, and cash flows of the Borrower and its Consolidated Subsidiaries as of, and for the portion of the fiscal year ending on the date or dates thereof (subject in the case of interim statements delivered pursuant only to Section 5(c)(Anormal year-end audit adjustments). There were no liabilities, there were direct or indirect, fixed or contingent, of the Borrower or its Consolidated Subsidiaries as of the Initial Borrowing Date no liabilities date or obligations with respect dates of such financial statements which are material to the Lessee Borrower and its Subsidiaries of any nature whatsoever (whether absolutethe Subsidiaries, accruedtaken as a whole, contingent or otherwise and whether or which are not due) whichreflected therein, either individually or in aggregatethe case of the annual statements, in the notes thereto. Except for transactions directly related to, or specifically contemplated by, the Loan Documents, there have been no changes in the consolidated financial condition of the Borrower and/or its Consolidated Subsidiaries from that shown in such financial statements after such date which could reasonably be expected to be material to have a Material Adverse Effect, nor has the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of Borrower or any basis for the assertion against it of Consolidated Subsidiary incurred any liability (including, without limitation, any liability under any Environmental Law), direct or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) whichindirect, either individually fixed or in the aggregatecontingent, after such date which could reasonably be expected to be material to the Lessee and its Subsidiaries taken as have a wholeMaterial Adverse Effect.

Financial Condition. (Ai) The Lessee has heretofore delivered to consolidated balance sheet of the Lessor, the Agent Company and the Lenders, the following financial statements and information: the audited consolidated and consolidating balance sheets of the Lessee and its Subsidiaries as at of December 31, 19991998, and the related together with consolidated and consolidating statements of income, stockholders' equity and cash flows of the Lessee and its Subsidiaries for the fiscal year then ended. All such statements were prepared in conformity with GAAP , certified by Arth▇▇ ▇▇▇e▇▇▇▇ & ▇o., heretofore delivered to the Agent and the Banks, fairly present the consolidated financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described in such financial statements as at Company and the respective dates thereof Subsidiaries and the results of their operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither the Lessee nor any of its Subsidiaries has (and will not, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Lessee or any of its Subsidiaries. (B) Except as fully disclosed in the financial statements delivered pursuant to Section 5(c)(A), there were as of the Initial Borrowing Date no liabilities or obligations dates and for the periods referred to and have been prepared in accordance with respect to GAAP consistently applied throughout the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a wholeperiods involved. As of the Initial Borrowing Effective Date, there are no material liabilities, direct or indirect, fixed or contingent, of the Lessee does Company or any of the Subsidiaries as of the dates of such balance sheet which are not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which, either individually reflected therein or in the aggregatenotes thereto. (ii) The unaudited consolidated balance sheets of the Company and the Subsidiaries as of March 31, could reasonably be expected to be material 1999 and June 30, 1999, together with unaudited and consolidated statements of income for the three month and six month periods then ended and the unaudited statements of cash flows for the three months and six months, respectively, then ended, heretofore delivered to the Lessee Agent and its the Banks, fairly present the consolidated financial condition of the Company and the Subsidiaries taken and the results of their operations as of the dates and for the periods referred to and have been prepared in accordance with GAAP consistently applied throughout the periods involved, subject to the omission or curtailment of footnotes. As of the Effective Date, there are no material liabilities, direct or indirect, fixed or contingent, of the Company and any of the Subsidiaries as of the dates of such balance sheets which are not reflected therein or in the notes thereto. (iii) The unaudited pro forma combined balance sheets of the Company as of June 30, 1999, together with the unaudited pro forma combined statements of income of the Company for the related periods ending June 30, 1999, in each case after giving effect to the Initial Transactions, heretofore delivered to the Agent and the Banks, fairly present the pro forma consolidated financial condition of the Company and the Subsidiaries and the results of their operations as of the dates and for the periods referred to (in each case after giving effect to the Initial Transactions). As of the Effective Date, there are no material liabilities, direct or indirect, fixed or contingent, of the Company and any of the Subsidiaries as of the dates of such financial statements which are not reflected therein or in the notes thereto. (iv) Since June 30, 1999, there has been no Material Adverse Change. (v) Since June 30, 1999, there has not occurred any fact, event or condition which could have a wholeMaterial Adverse Effect from that reflected in the pro forma financial statements referred to in clause (iii) above.

Financial Condition. (A) The Lessee Company has heretofore delivered furnished to each of the Lessor, the Agent and the Lenders, Lenders the following financial statements and information: statements: (i) the audited consolidated and consolidating balance sheets of the Lessee Company and its Consolidated Subsidiaries as at December 31, 19992000 and December 31, 2001, respectively, and the related audited consolidated and consolidating statements of incomeoperations, stockholders' equity capital accounts and cash flows of the Lessee Company and its Consolidated Subsidiaries for the fiscal year then endedyears ended on said respective dates, with the opinion thereon of KPMG Peat Marwick LLP; and (ii) the unaudited consolidated balance sheets of the Company and its Consolidated Subsidiaries as at March 31, 2002 and the related unaudited consolidated statements of operations, capital accounts and cash flows of the Company and its Consolidated Subsidiaries for the three month period ended on said date. All such Such financial statements were prepared in conformity with GAAP are complete and correct and fairly present the respective consolidated actual financial position (condition of the Company and its Consolidated Subsidiaries, as at said date and the actual consolidated results of their operations for the fiscal year ended on said date, all in accordance with generally accepted accounting principles and practices of the United States of America applied on a consolidated and, where applicable, consolidating consistent basis) of ; and neither the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither the Lessee Company nor any of its Subsidiaries has (and will nothad on the date thereof any material contingent liabilities, following the Initial Borrowing Date, have) any Contingent Obligation, contingent liability or liability liabilities for taxes, long-term lease or unusual forward or long-term commitment that is not commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said date. There has been no material adverse change in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the Property, business, operations, propertiesfinancial condition, assets, condition (financial liabilities or otherwise) or prospects capitalization of the Lessee or any Company and its Consolidated Subsidiaries taken as a whole since the last day of its Subsidiaries. (B) Except the fiscal year of the Company as fully disclosed in the to which financial statements have most recently been delivered pursuant to Section 5(c)(A)6.01(b) (or, there were as of the Initial Borrowing Date if no liabilities or obligations with respect to the Lessee and its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole. As of the Initial Borrowing Date, the Lessee does not know of any basis for the assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the such financial statements delivered pursuant to Section 5(c)(A) whichhave yet been delivered, either individually or in the aggregatesince December 31, could reasonably be expected to be material to the Lessee and its Subsidiaries taken as a whole2001).