Common use of Financial Condition Clause in Contracts

Financial Condition. (a) The consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated statements of 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 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. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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 Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

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 Company Lessee and its consolidated Subsidiaries as at December 31, 1996 1999, and the related consolidated and consolidating statements of income income, stockholders' equity 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 Company Lessee 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 (bon a consolidated and, where applicable, consolidating basis) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries entities described in such financial statements as at March 31, 1997, the respective dates thereof and the related consolidated statements results of income operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the three months periods then ended, a copy subject, in the case of which has been delivered any such unaudited financial statements, to the Obligee, fairly changes resulting from audit and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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 Company Lessee nor any of its consolidated Subsidiaries hadhas (and will not, at following the date of the most recent balance sheet referred to aboveInitial Borrowing Date, have) any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which commitment that 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 (financial or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer otherwise) or other disposition or agreement therefor by prospects of the Company Lessee or any of its consolidated 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 ma- terial part 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 its business or property and no purchase or other acquisition the Initial Borrowing Date, the Lessee does not know of any business or property (including any capital stock basis for the assertion against it of any other Personliability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which is which, either individually or in the aggregate, could reasonably be expected to be material in rela- tion to the consolidated financial condition of the Company Lessee and its consolidated Subsidiaries at December 31, 1996, except taken as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretiona whole. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (aA) The Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of the Company Lessee and its consolidated Subsidiaries as at December 31, 1996 1996, and the related consolidated and consolidating statements of income income, stockholders' equity 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 Company Lessee 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. , (bii) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated and consolidating balance sheets of the Company Lessee and its consolidated Subsidiaries as at March 31June 30, 1997, 1997 and the related unaudited consolidated and consolidating statements of income income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, a copy of which has been delivered to the Obligeewhere applicable, fairly and accurately presents the consolidated financial condition consolidating basis) of the Company and its con- solidated Subsidiaries entities described in such financial statements as at such date, the respective dates thereof and the consolidated results of their operations and their consolidated cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the three monthsperiods then ended, then ended (subject subject, in the case of any such unaudited financial statements, 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 Company Lessee nor any of its consolidated Subsidiaries had, at has (and will not following the date of the most recent balance sheet referred to above, Initial Borrowing Date) have any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which commitment that 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 (financial or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer otherwise) or other disposition or agreement therefor by the Company prospects of Lessee or any of its consolidated 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 Lessee and its Subsidiaries of any ma- terial part 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 Lessee and its Subsidiaries taken as a whole. As of its business or property and no purchase or other acquisition the Initial Borrowing Date, Lessee does not know of any business or property (including any capital stock basis for the assertion against it of any other Personliability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 5(c)(A) which is which, either individually or in the aggregate, could reasonably be expected to be material in rela- tion to the consolidated financial condition of the Company Lessee and its consolidated Subsidiaries at December 31, 1996, except taken as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretiona whole. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The audited consolidated balance sheets sheet of the ------------------- Company and its consolidated Subsidiaries subsidiaries as at December 31, 1996 2003, and the related consolidated statements of income income, stockholders' equity and cash flow of cash flows the Company and its subsidiaries for the fiscal year ended on such said date, reported with the opinion thereon of Ham, Langston & Brezina, L.L.▇. ▇▇▇▇▇▇▇▇▇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 by Ernst & Young, a copy of which has been such date heretofore furnished to the ObligeePurchaser, are complete and correct and fairly and accurately present the consolidated financial condition of the Company and its consolidated Subsidiaries subsidiaries as at such date, said dates and the consolidated results of their its operations and their consolidated cash flows for the fiscal year then ended. and the six-month period ending on said dates, all in accordance with generally accepted accounting principles (b) In "GAAP"), as applied on a consistent basis (subject, in the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets case of the Company and its consolidated Subsidiaries as at March 31interim financial statements, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to ). Other than the Obligee. (c) All such financial statements credit facility with Fortuna Energy, L.P. described in clauses (a) and (b) aboveSchedule 2 attached hereto, 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 neither the Company nor any of its consolidated Subsidiaries had, at subsidiaries has on the date of the most recent balance sheet referred to abovehereof any debt, any material Guarantee Obligationtrade payables, contingent liability or liability liabilities, liabilities for taxes, or any long-term lease or unusual for- ward forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including except as referred to or reflected or provided for in such financial statements or except to the extent that the existence of any interest rate or foreign currency swap or exchange transaction, which is not reflected in of the foregoing statements would not have a material adverse effect on the condition (financial or in otherwise), business or prospects of the notes thereto Company or in Schedule 4.1its properties or assets. Since December 31, 19962003, there has been no salechange or event having or reasonably likely to have a material adverse effect on the condition (financial or otherwise), transfer business or other disposition or agreement therefor by prospects of the Company or any of its consolidated Subsidiaries of any ma- terial part of its business properties 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, 1996assets, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion. (d) The three-year Management Business Plan update for the period 1996-1998 delivered disclosed to the Obligee prior to Purchaser in writing. Since the date hereof (i) was prepared in good faith upon assumptions believed by of such financial statements, neither the Company to be reasonable, it being understood that business nor the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control properties of the Company Company's subsidiaries, taken as a whole, have been materially and may be significantadversely affected as a result of any fire, and thus no assurance can be given that such projections will be realizedexplosion, and (ii) presents fairlyearthquake, in all material respectsflood, the actual results drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of operations property or cancellation of the Company and Subsidiar- ies for the period from January 1contracts, 1996 through the date thereofpermits or concessions by any governmental entity, in accordance with GAAPriot, subject to recurring year-end audit adjustments and the absence activities of footnotesarmed forces or acts of God or of any public enemy.

Financial Condition. (a) The consolidated Company has heretofore furnished to the Administrative Agent (a) the audited Consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated audited statements of income income, retained earnings and cash flow of cash flows the Company and its Subsidiaries audited by KPMG, LLP, the Company’s independent registered public accounting firm, for the fiscal year ended on such dateJuly 31, reported on by Ernst & Young, a copy of which has been furnished to 2008 and (b) the Obligee, fairly and accurately present the consolidated financial condition unaudited Consolidated balance sheet of the Company and its consolidated Subsidiaries as at such dateof April 30, and 2009, the consolidated results related unaudited Consolidated statements of their operations and their consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets income of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then endedand nine-month periods ended April 30, a copy of which has been delivered 2009 and the cash flow statement for the nine-month period ended April 30, 2009 (collectively, the “financial statements”). The financial statements were prepared in conformity with Generally Accepted Accounting Principles and, to the ObligeeCompany’s knowledge, fairly and accurately presents present the consolidated financial condition of the Company position and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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 Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies its Subsidiaries as of the date of such financial statements and for the period from January 1periods to which they relate and, 1996 through since the date thereofof such financial statements, except as disclosed in accordance with GAAPthe Company’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q filed June 3, subject 2009 (the “Latest 10-Q”), no material adverse change in the business, operations or assets or condition (financial or otherwise) of the Company and its Subsidiaries has occurred. There are no material obligations or material liabilities, contingent or otherwise, of the Company and its 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 Latest 10-Q or specifically disclosed elsewhere in this Agreement or any schedule hereto, subject, however, to recurring normal year-end audit adjustments with respect to the unaudited financial statements referred to above. (b) The Company and each of the absence of footnotesGuarantors is Solvent.

Financial Condition. (a) The audited consolidated balance sheets of the Company and its consolidated Subsidiaries Parent Borrower as at December 31, 1996 2022, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the fiscal year ended on such date, reported on by Ernst and accompanied by an unqualified report from ▇▇▇▇▇ & YoungYoung LLP, a copy of which has been furnished to the Obligeepresent fairly, fairly and accurately present in all material respects, the consolidated financial condition of the Company Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: . The unaudited consolidated balance sheets sheet of the Company Parent Borrower and its consolidated Subsidiaries as at March 31, 1997, the last day of any subsequent fiscal quarter ended at least 45 days prior to the Closing Date and the related unaudited consolidated statements of income and cash flows for the three months then endedthree-month periods ended on such dates, a copy of which has been delivered to the Obligeepresent fairly, fairly and accurately presents in all material respects, the consolidated financial condition of the Company Parent Borrower and its con- solidated Subsidiaries as at such datedates, and the consolidated results of their its operations and their its consolidated cash flows for the three months, three-month periods then ended (subject to normal year-end audit adjustments) and a Responsible Officer has so certified to the Obligee. (c) ). All such financial statements described in clauses (a) and (b) abovestatements, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied applied consistently throughout the periods involved (except for such inconsistencies as approved by such the aforementioned firm of accountants or Respon- sible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at the date . (b) As of the most recent balance sheet referred to aboveClosing Date, no Group Member has any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual for- ward forward or long-term commitmentcommitments, including any interest rate or foreign currency swap or exchange transactiontransaction or other obligation in respect of derivatives, which is that 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 or in Schedule 4.1. Since period from December 31, 1996, 2022 to and including the Closing Date there has been no sale, transfer or other disposition or agreement therefor Disposition by the Company or any of its consolidated Subsidiaries Group Member of any ma- terial material part of its the 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 31Group Members, 1996, except taken as described a whole (other than in Schedule 4.1 or consented to in writing by the Obligee in its sole discretionordinary course of business). (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young, a copy of which Borrower has been furnished heretofore delivered to the ObligeeLenders, fairly and accurately present at the consolidated financial condition of the Company and its consolidated Subsidiaries Lenders’ request, the, as at such dateapplicable, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The audited or unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31sheets, 1997, and the related consolidated statements of income and cash flows of the Borrower and its subsidiaries as at and for the three months then endedFiscal Year ended December 31, a copy 2020 and for the Fiscal Quarter ended June 30, 2021, it being understood and agreed that the filing of which has been delivered 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. Subject, in the case of such unaudited statements, to the Obligee, fairly absence of footnotes and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal customary year-end audit adjustments, all such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated basis) and a Responsible Officer has so certified to of the Obligee. (c) All 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 in clauses (a) and (b) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied consistently throughout therein for each of 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)then ended. Neither the Company Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, has any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitmentcommitment not incurred in the ordinary course of business that as of the Closing Date, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing 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 notes thereto or in Schedule 4.1. Since December 31Borrower’s unaudited consolidated balance sheets, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any statements of its consolidated Subsidiaries of any ma- terial part of its business or property income 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 cash flows of the Company Borrower and its consolidated Subsidiaries subsidiaries as at December 31the Fiscal Quarter ended June 30, 19962021 or the notes thereto, except as or described in Schedule 4.1 or consented 7.01, that would reasonably be expected to in writing by the Obligee in its sole discretionhave a Material Adverse Effect. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The consolidated balance sheets sheet of the Company JIC ------------------- and its consolidated Subsidiaries as at December 31June 30, 1996 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ L.L.P., a copy copies of which has have heretofore been furnished to the Obligeeeach Lender, present fairly and accurately present in all material respects the consolidated financial condition of the Company 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. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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) abovestatements, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied applied 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 JIC, the Company Borrower nor any of its their consolidated Subsidiaries had, at the date as of the most recent balance sheet referred to aboveJune 30, 1996, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the schedules or notes thereto or in thereto. Except as set forth on Schedule 4.1. Since December 315.1, 1996------------ during the period from June 30, 1996 to and including the date hereof there has been no sale, transfer or other disposition or agreement therefor by the Company JIC or any of its consolidated Subsidiaries of any ma- terial material part of its business business, assets or property and no purchase or other acquisition of any business business, assets or property (including any capital stock Capital Stock of any other Person) which is material in rela- tion relation to the consolidated financial condition of the Company JIC and its consolidated Subsidiaries at December 31June 30, 1996, except as described in Schedule 4.1 or consented to in writing by other than the Obligee in its sole discretionStock Purchase. (db) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control financial statements of the Company Borrower and may be significant, the Restricted Subsidiaries and thus no assurance can be given that such projections will be realized, other information most recently delivered under Sections 7.1(a) --------------- and (iib) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, were prepared in accordance with GAAPGAAP and present fairly the --- consolidated financial condition, results of operations, and cash flows of the Borrower and the Restricted 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 only to recurring normal year-end audit adjustments and adjustments). There were no material liabilities, direct or indirect, fixed or contingent, of the absence Borrower or the Restricted Subsidiaries as of footnotesthe date or dates of such financial statements which are not reflected therein or 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 or the Restricted Subsidiaries from that shown in such financial statements after such date which could reasonably be expected to have a Material Adverse Effect, nor has the Borrower or any Restricted Subsidiary incurred any liability (including, without limitation, any liability under any Environmental Law), direct or indirect, fixed or contingent, after such date which could reasonably be expected to have a Material Adverse Effect.

Financial Condition. The Company has furnished to each Lender: (a) The consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at of December 31, 1996 2012, and the related consolidated statements of income operations and of cash flows members’ capital or deficiency for the fiscal year ended on such said date, reported on said financial statements having been certified by Ernst & Young, a copy Registered Public Accounting Firm of which has been furnished nationally recognized standing reasonably acceptable to the Obligee, fairly and accurately present 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 fiscal year then ended.Required Lenders; and (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31of September 30, 19972013, and the related consolidated statements of income and cash flows operations for the three months Quarter then ended. All financial statements referred to above (i) are complete and correct in all material respects (subject, a copy in the case of which has been delivered the unaudited financial statements referred to above, to year‑end and audit adjustments), (ii) were prepared in accordance with GAAP consistently applied throughout the Obligeeperiod covered thereby, except as otherwise expressly noted therein, and (iii) fairly and accurately presents present the consolidated 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. None of the Company and its con- solidated Restricted Subsidiaries had on any of said dates any material contingent liabilities, liabilities for Taxes, unusual forward or long‑term commitments or unrealized or anticipated losses from any unfavorable commitments or operations which are substantial in amount, except as at such date, and the consolidated results of their operations and their consolidated cash flows referred to or reflected or provided for the three months, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) All such in said 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 Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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 as of said respective dates or as disclosed to the Lenders in writing prior to the Closing Date. Except as disclosed to the Lenders in writing prior to the Closing Date, since December 31, 19962012, except as described there has been no material adverse change in Schedule 4.1 or consented to in writing the financial condition (from that shown by the Obligee respective balance sheet as of December 31, 2012 included in its sole discretion. (dsaid financial statements) The three-year Management Business Plan update for or 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of businesses or operations of the Company and Subsidiar- ies for the period from January 1, 1996 through Restricted Subsidiaries taken as a whole on a pro forma combined basis (after giving effect to the date thereof, in accordance with GAAP, subject Indebtedness contemplated to recurring year-end audit adjustments be incurred on the Closing Date and the absence use of footnotesproceeds thereof).

Financial Condition. (a) The Borrower has heretofore delivered to the Agent, the Board and the Loan Administrator (i) the audited consolidated balance sheets of the Company Borrower and its consolidated Subsidiaries Group as at December 31, 1996 2004, and the related consolidated statements of income income, stockholders' equity and of cash flows of the Borrower and Group for the fiscal year ended on 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 datefinancial statements were prepared in 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, reported on by Ernst & Youngin all material respects, a copy of which has been furnished to the Obligee, fairly and accurately present the consolidated financial condition position of the Company and its consolidated Subsidiaries such Persons as at such date, the date thereof and the consolidated results of their operations and their consolidated cash flows of such Person for the fiscal year period then ended. (b) In After giving effect to the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets Consummation of the Company and its consolidated Subsidiaries Plan, (i) the Obligors taken as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) All such financial statements described in clauses (a) whole are Solvent and (bii) aboveno Obligor has any material liability, 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 Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, reasonably likely contingent liability or liability for taxes, or any long-term lease or any unusual for- ward forward or long-term commitmentcommitment of a type required to be reflected in financial statements prepared in conformity with GAAP, including any interest rate or foreign currency swap or exchange transaction, which that is not reflected in the foregoing statements or projections and pro forma financial information delivered pursuant to clause (l) of Article III or, in the notes thereto or case of a Reporting Obligor, taken into account in Schedule 4.1. Since the preparation of the annual report on Form 10-K for the fiscal year ended December 31, 1996, there 2004 of such Reporting Obligor. (c) Each Reporting Obligor maintains disclosure controls and procedures (as 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 been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated Subsidiaries of any ma- terial part of its business or property (i) caused such disclosure controls and no purchase or other acquisition of any business or property (including any capital stock of any other Person) which is procedures to be designed to ensure that material in rela- tion information relating to the consolidated Obligors is reported internally, (ii) caused such internal controls over financial condition reporting to be designed to provide reasonable assurance regarding the reliability of financial reporting and the Company preparation of financial statements for external purposes in accordance with GAAP, (iii) evaluated the effectiveness of such disclosure controls and its consolidated Subsidiaries at procedures and presented as required in the Reporting Obligors' Annual Report on Form 10-K for the Fiscal Year ended December 31, 19962004, except conclusions about the effectiveness of the disclosure controls and procedures, and (iv) disclosed as described required in Schedule 4.1 such Annual Report any change in such internal control over financial reporting that occurred during the relevant reporting period that has materially affected, or consented is reasonably likely to in writing by the Obligee in its sole discretionmaterially affect, their internal control over financial reporting. (d) The threeOther than as disclosed on Schedule 4.3(d) or as disclosed in the Annual Report on Form 10-year Management Business Plan update K for the period 1996Fiscal Year ended December 31, 2004 of any Obligor, no Obligor is a party to any "off-1998 delivered to balance sheet arrangement" (within the Obligee prior to meaning of Item 303(a)(4) of Regulation S-K under 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments Securities Act and the absence of footnotesExchange Act, as amended by SEC Release No. 33-8182 (January 28, 2003)).

Financial Condition. (ai) The consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at of December 31, 1996 and the related 1997, together with consolidated statements of income income, stockholders' equity and of cash flows for the fiscal year ended on such datethen ended, reported on certified by Ernst ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & YoungCo., a copy of which has been furnished heretofore delivered to the ObligeeAgent and the Banks, fairly and accurately present the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations as of the dates and their consolidated cash flows for the fiscal year then endedperiods referred to and have been prepared in accordance with GAAP consistently applied throughout the periods involved. As of the date hereof, there are no material liabilities, direct or indirect, fixed or contingent, of the Company or any of its Subsidiaries as of the dates of such balance sheet which are not reflected therein or in the notes thereto. (bii) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at of March 31, 19971998, and the related 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, a copy of which has been heretofore delivered to the ObligeeAgent and the Banks, fairly and accurately presents present the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations as of the dates and their consolidated cash flows for the three months, then ended (subject periods referred to 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 applied throughout the periods involved (except for such inconsistencies as approved by such accountants involved, subject to the omission or Respon- sible Officercurtailment of footnotes. As of the date hereof, as the case may bethere are no material liabilities, and as disclosed therein). Neither direct or indirect, fixed or contingent, of the Company nor and any of its consolidated Subsidiaries had, at the date as of the most recent dates of such balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, sheets which is are not reflected in the foregoing statements therein or in the notes thereto or in Schedule 4.1. thereto. (iii) There has been no Material Adverse Change. (iv) Since December 31, 19961997, there has been no salenot occurred any fact, transfer event or other disposition or agreement therefor by the Company or any of its consolidated 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) condition 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 discretioncould have a Material Adverse Effect. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The consolidated and consolidating balance sheets of the Company Borrower and its consolidated Subsidiaries as at December 31, 1996 2011 and December 25, 2010, respectively, and the related consolidated and consolidating statements of income operations and of cash flows for the fiscal year years ended on such datedates, reported on by Ernst & YoungBDO ▇▇▇▇▇▇▇, a copy LLP, copies of which has have heretofore been furnished to the Obligeeeach Lender, fairly and accurately present fairly, in all material respects, the consolidated and consolidating financial condition of the Company Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated and consolidating results of their operations and of their consolidated cash flows for the fiscal year years then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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) abovestatements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP ap- plied applied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may beotherwise expressly noted therein, and show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and each of its Subsidiaries as disclosed therein)of the dates thereof, including liabilities for taxes, material commitments and Indebtedness. Neither the Company Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet sheets referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or unusual for- ward material forward or long-term commitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996thereto. (b) As of the date hereof, there has been are no sale, transfer material liabilities or other disposition or agreement therefor by obligations of the Company Borrower or any of its consolidated Subsidiaries of any ma- terial part of its business Subsidiaries, whether direct or property indirect, absolute or contingent, or matured or unmatured, other than (i) as disclosed or provided for in the financial statements and no purchase notes thereto which are referred to above, or other acquisition of any business or property (including any capital stock of any other Personii) which is material are disclosed elsewhere in rela- tion to this Agreement or in the consolidated financial condition Schedules hereto, or (iii) arising in the ordinary course of the Company and its consolidated Subsidiaries at business since December 31, 19962011 or (iv) created by this Agreement. As of the date hereof, except as described in Schedule 4.1 or consented to in writing the written information, exhibits and reports furnished by the Obligee in its sole discretion. (d) The three-year Management Business Plan update for the period 1996-1998 delivered Borrower to the Obligee prior to Lenders in connection with the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonablenegotiation of this Agreement, it being understood that the projections therein contained taken as to future events a whole, are subject to certain uncertainties complete and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, correct in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a1) The consolidated balance sheets sheet of the Company Guarantor and its consolidated Subsidiaries as at December 31, 1996 2019 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Ernst & Youngthe Guarantor's independent public accountants, a copy copies of which has have heretofore been furnished to the ObligeeAdministrative Agent, are complete and correct, in all material respects, and present fairly and accurately present the consolidated financial condition of the Company Guarantor 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. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated . Such financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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) abovestatements, including the any related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied applied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may be, external auditors and as disclosed therein, if any). Neither . (2) Except as disclosed in Schedule V attached hereto, neither the Company Guarantor nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligationguarantee obligation, contingent liability or liability for taxes(as defined in accordance with GAAP), or any long-term lease or unusual for- ward forward or long-term commitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto thereto, except for guarantees, indemnities or in Schedule 4.1. Since similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (3) During the period from December 31, 19962019 to and including the date hereof, there has been no saleexcept as disclosed in Schedule V attached hereto, transfer or other disposition or agreement therefor by neither the Company or any of Guarantor nor its consolidated Subsidiaries has sold, transferred or otherwise disposed of any ma- terial material part of its business or property and no purchase property, nor has it purchased or other acquisition of otherwise acquired any business or property (including any capital stock of any other Person) which is material in rela- tion relation to the consolidated financial condition of the Company Guarantor 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 discretion2019. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The Borrower has heretofore furnished to each Lender an audited consolidated balance sheets sheet of the Company Borrower and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated statements of 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 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. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, notes thereto and the related consolidated statements of income income, stockholders' equity and cash flows for the three months Fiscal Year then endedended as examined and certified by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, and unaudited consolidated interim financial statements of the Borrower and its Subsidiaries consisting of a copy consolidated balance sheet and related consolidated statements of which has been delivered to income, stockholders' equity and cash flows, in each case without notes, for and as of the Obligeeend of the nine month period ending September 30, 1997. Except as set forth therein, such financial statements (including the notes thereto) present fairly and accurately presents the consolidated financial condition of the Company Borrower and its con- solidated Subsidiaries as at of the end of such date, Fiscal Year and the consolidated nine-month period and results of their operations and their consolidated cash flows the changes in stockholders' equity for the three monthsFiscal Year and interim period then ended, then ended (all in conformity with GAAP applied on a Consistent Basis, subject however, in the case of unaudited interim statements to normal year-year end audit 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 Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since since December 31, 1996, there has been no salematerial adverse change in the condition, transfer financial or other disposition or agreement therefor by otherwise, of the Company Borrower or any of its consolidated Subsidiaries of any ma- terial part of its business or property and no purchase in the businesses, properties, performance, prospects 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. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for Borrower or 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 (c) except as set forth in the period from January 1financial statements referred to in SECTION 7.6(a) or in SCHEDULE 7.6 or permitted by SECTION 9.5, 1996 through neither Borrower nor any Subsidiary has incurred, other than in the date thereofordinary course of business, in accordance with GAAPany material Indebtedness, subject to recurring year-end audit adjustments and the absence of footnotesContingent Obligation or other commitment or liability which remains outstanding or unsatisfied.

Financial Condition. (a) The consolidated balance sheets sheet and statement of consolidated capitalization of the Company Borrower and its consolidated Subsidiaries Subsidiaries, if any, as at December 31September 30, 1996 2011 and the related consolidated statements of income, cash flows, common stockholders’ equity and income taxes of the Borrower and of cash flows its consolidated Subsidiaries, if any, for the fiscal year ended on such dateSeptember 30, reported on by Ernst 2011, with the opinion thereon of Deloitte & YoungTouche LLP, a copy of which has been furnished to and the Obligee, fairly and accurately present the unaudited consolidated financial condition balance sheet of the Company Borrower and its consolidated Subsidiaries Subsidiaries, if any, as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March December 31, 1997, 2011 and the related consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries, if any, for the three months then endedapplicable three-month period ended on such date, a copy heretofore furnished to each of which has been delivered to the Obligee, Lenders are complete and correct and fairly and accurately presents present the consolidated financial condition of the Company Borrower and its con- solidated Subsidiaries consolidated Subsidiaries, if any, as at such date, said date and the consolidated results of their operations and their consolidated cash flows for the three monthsfiscal year and the applicable three-month period ended on said dates (subject, then ended (subject in the case of financial statements as at December 31, 2011 to normal year-end audit 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 all 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)practices applied on a consistent basis. Neither the Company Borrower nor any of its consolidated Material Subsidiaries had, at the date of the most recent balance sheet referred to above, had on said dates any material Guarantee Obligationcontingent liabilities, contingent liability or liability liabilities for taxes, or any long-term lease or unusual for- ward forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including any interest rate except as referred to or foreign currency swap reflected or exchange transactionprovided for in said balance sheets as at said dates. (b) Since September 30, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 19962011, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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 adverse change in rela- tion to the consolidated financial condition or operations, or the prospects or business taken as a whole, of the Company Borrower and its consolidated Subsidiaries Subsidiaries, if any, from that set forth in said financial statements as at December 31, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretionsaid date. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The audited consolidated balance sheets financial statements of Borrower as of the Company and its consolidated Subsidiaries as at December Fiscal Year ended March 31, 1996 2017, as included in the Borrower’s Annual Report on Form 10-K filed with the SEC, and the related Borrower’s consolidated quarterly financial statements of income and of cash flows for the fiscal year ended Fiscal Quarter ending on such dateor about June 30, reported 2017, as included in the Borrower’s Quarterly Report on by Ernst & YoungForm 10-Q filed with the SEC (collectively, a copy of which has been the “Financial Statements”), all heretofore furnished to the Obligee, fairly and accurately present 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 fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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 theretoLender, have been prepared in accordance with GAAP ap- plied (except in the case of quarterly statements, absent customary year-end adjustments) consistently applied throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as indicated are all true and correct in all material respects and present fairly the case may be, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, financial condition at the date of said financial statements and the most recent balance sheet referred to aboveresults of operations for the fiscal period then ending. The Borrower as of June 30, 2017, on a consolidated basis, did not have any material Guarantee Obligationsignificant liabilities, contingent liability or liability otherwise, including liabilities for taxes, Taxes or any long-term lease or unusual for- ward forward or long-term commitmentcommitments which were not disclosed by or reserved against in the Financial Statements, including and at the present time there are no material unrealized or anticipated losses from any interest rate unfavorable commitments of the Loan Parties. Except as disclosed on Schedule 4.6, as of the date of this Agreement, the Loan Parties do not know of any basis for the assertion against any of the Loan Parties of any liability or foreign currency swap or exchange transaction, which obligation of any nature whatsoever that is not reflected fully disclosed in the foregoing financial statements delivered pursuant to this Section 4.6 that, either individually or in the notes thereto or in Schedule 4.1. Since December 31aggregate, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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 could reasonably be expected 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 discretionhave a Material Adverse Effect. (db) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to On and as of the date hereof of this Agreement, and after giving effect to all Indebtedness (including the Loans) and Liens created by the Loan Parties in connection herewith, (i) was prepared in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control sum of the Company assets, at a fair valuation, of the Borrower (standing alone) and may be significantthe 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 thus no assurance can be given does or do not believe that it or they will incur, debts beyond its or their ability to pay such projections will be realizeddebts 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) presents fairlyright 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 material respectsthe facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotesor matured liability.

Financial Condition. (ai) The audited consolidated balance sheets financial statements of the Company Borrower and its consolidated Subsidiaries as at December 31for the fiscal years ended November 30, 1996 2004, 2005 and 2006, together with the related consolidated statements of income or operations, equity and of cash flows for the fiscal year years ended on such datedates, reported on by Ernst & Young, a copy of which has been furnished to (ii) the Obligee, fairly and accurately present the unaudited consolidated financial condition statements of the Company 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. (b) In the event the Issuance Date occurs after May 15three-month period ending on February 28, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 312007, 1997, and together with the related consolidated statements of income or operations, equity and cash flows for the three months then ended, three-month period ending on such date and (iii) a copy pro forma balance sheet of which has been delivered the Borrower and its consolidated Subsidiaries as of the last day of the quarter ended immediately prior to the ObligeeClosing Date: (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly and accurately presents present the consolidated financial condition of the Company Borrower and its con- solidated consolidated Subsidiaries as at such dateof the date thereof (subject, and in the consolidated results case of their operations and their consolidated cash flows for the three monthsunaudited financial statements, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to results of operations for the Obligee.period covered thereby; (cC) All such financial statements described in clauses (a) show all material Indebtedness and (b) aboveother liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date thereof, including the related schedules liabilities for taxes, material commitments and notes theretocontingent obligations, have been required to be shown on a balance sheet prepared in accordance with GAAP ap- plied consistently throughout the periods involved GAAP; and (except for such inconsistencies as approved by such accountants D) show all other material Indebtedness and other liabilities, direct or Respon- sible Officercontingent, as the case may be, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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 Borrower 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. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in the notes (shown in accordance with GAAP, subject ) to recurring yearthe financial statements referred to in Section 3.1(a)(i) and (ii) above. (b) The five-end audit adjustments year projections of the Borrower and its consolidated Subsidiaries delivered to the absence of footnotesLenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (ai) The consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at of December 31, 1996 and the related 1996, together with consolidated statements of income income, stockholders' equity and of cash flows for the fiscal year ended on such datethen ended, reported on certified by Ernst ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & YoungCo., a copy of which has been furnished heretofore delivered to the ObligeeAgent and the Banks, fairly and accurately present the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations as of the dates and their consolidated cash flows for the fiscal year then endedperiods referred to and have been prepared in accordance with GAAP consistently applied throughout the periods involved. As of the date hereof, there are no material liabilities, direct or indirect, fixed or contingent, of the Company or any of its Subsidiaries as of the dates of such balance sheet which are not reflected therein or in the notes thereto. (bii) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at of March 31, 1997, and the related 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, a copy of which has been heretofore delivered to the ObligeeAgent and the Banks, fairly and accurately presents present the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations as of the dates and their consolidated cash flows for the three months, then ended (subject periods referred to 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 applied throughout the periods involved (except for such inconsistencies as approved by such accountants involved, subject to the omission or Respon- sible Officercurtailment of footnotes. As of the date hereof, as the case may bethere are no material liabilities, and as disclosed therein). Neither direct or indirect, fixed or contingent, of the Company nor and any of its consolidated Subsidiaries had, at the date as of the most recent dates of such balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, sheets which is are not reflected in the foregoing statements therein or in the notes thereto or in Schedule 4.1. thereto. (iii) There has been no Material Adverse Change. (iv) Since December 31, 1996, there has been no salenot occurred any fact, transfer event or other disposition or agreement therefor by the Company or any of its consolidated 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) condition 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 discretioncould have a Material Adverse Effect. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The consolidated balance sheets Borrower has delivered to Lender copies of the Company and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated most recent audited financial statements of 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 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. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997Borrower, and the related consolidated statements of income income, stockholders' equity and statement of cash flows flow for the three months then endedyear ended December 31, a copy of which 1994, by its independent Certified Public Accountant. Borrower has been also delivered to Lender copies of the Obligeebalance sheet of Borrower as of September 30, 1995, and the related statements of income, stockholders' equity and statement of cash flow for the period ended such date, which financial statements have not been certified by its independent Certified Public Accountant. Such financial statements are true and correct in all material respects, fairly and accurately presents represent the consolidated financial condition of the Company Borrower as of such dates and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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, unaudited financial statements omit certain footnotes) applied on a basis consistent with that of prior periods; and as of the date hereof, there are no obligations, liabilities or Indebtedness (including contingent and indirect liabilities and obligations) of Borrower which are (separately or in the aggregate) material and are not reflected in such financial statements or otherwise disclosed therein)herein. Neither the Company nor any of its consolidated Subsidiaries had, at Since the date of the most recent balance sheet referred above referenced year end financial statements and quarterly financial statements, there has not been: (i) any Material Adverse Change in the financial condition, results of operations, business, prospects, assets or liabilities (contingent or otherwise, whether due or to abovebecome due, known or unknown), of the Borrower; (ii) any material Guarantee Obligation, contingent liability dividend declared or liability for taxes, paid or distribution made on the capital stock of the Borrower or any capital stock thereof redeemed or repurchased; (iii) any incurrence of long-term lease debt by the Borrower; (iv) any salary, bonus or unusual for- ward compensation increases to any officers, key employees or long-term commitment, including agents of the Borrower or (v) any interest rate or foreign currency swap or exchange transaction, which is not reflected other transaction entered into by the Borrower except in the foregoing statements or in ordinary course of business and consistent with past practice. Borrower hereby acknowledges that Mama ▇▇▇▇▇'▇ lost money during the notes thereto or in Schedule 4.1. Since December 31Month of October, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments 1995 and the absence Borrower is aware of footnotesa compensation increases granted to ▇▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇.

Financial Condition. (a) The consolidated balance sheets of the -------------------------------- Company and its consolidated Subsidiaries as at December 31, 1996 1999, and the related consolidated statements of income and of earnings, cash flows and shareholders' equity for the fiscal year ended on such date, reported on by Ernst & YoungYoung LLP, a copy copies of which has have heretofore been furnished to the Obligeeeach Lender, are complete and correct in all material respects and present fairly and accurately present 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 fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: . The unaudited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at March 31September 30, 1997, 2000 and the related unaudited consolidated statements of income earnings and of cash flows for the three months then endednine-month period ended on such date, certified by a copy Responsible Officer, copies of which has have heretofore been delivered furnished to the Obligeeeach Lender, are complete and correct and present fairly and accurately presents the consolidated financial condition of the Company and its con- solidated consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, nine-month period then ended (subject to normal year-end audit adjustments) and a Responsible Officer has so certified to the Obligee. (c) ). All such financial statements described in clauses (a) and (b) abovestatements, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied applied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries (taken as a whole) had, at the date of the most recent balance sheet referred to above, any material Guarantee ObligationGuaranty, contingent liability or liability for taxes, or any long-long- term lease or unusual for- ward forward or long-term commitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto thereto. Except as disclosed in filings with the Securities and Exchange Commission made by the Company on or in Schedule 4.1. Since prior to December 15, 2000 during the period from December 31, 1996, 1999 to and including the date hereof there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated Subsidiaries of any ma- terial 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) which is material in rela- tion relation to the consolidated financial condition of the Company and its consolidated Subsidiaries at December 31, 19961999, except as described in Schedule 4.1 other than any such sale, transfer or consented to in writing other disposition or purchase or acquisition that was permitted by the Obligee in its sole discretionExisting Credit Agreement. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The Borrower has heretofore delivered to the Administrative Agent (i) the audited consolidated balance sheets of the Company and its consolidated Subsidiaries Borrower as at December 31, 1996 2005, and the related consolidated statements of income income, stockholders' equity and of cash flows of the Borrower for the fiscal year ended on Fiscal Year then ended, and (ii) the unaudited consolidated balance sheets of the Borrower as at January 31, 2006 and the related unaudited consolidated statements of income, stockholders' equity and cash flows of the Borrower for the one month then ended. All such datefinancial statements were prepared in 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, reported on by Ernst & Youngin all material respects, a copy of which has been furnished to the Obligee, fairly and accurately present the consolidated financial condition position of the Company and its consolidated Subsidiaries such Persons as at such date, the date thereof and the consolidated results of their operations and their consolidated cash flows of such Person for the fiscal year period then ended. (b) In After giving effect to the event Loans made on the Issuance Date occurs after May 15Closing Date, 1997: The unaudited consolidated balance sheets the consummation of the Company and its consolidated Subsidiaries as at March 31, 1997, Refinancing and the related consolidated statements payment of income and cash flows for all transaction costs in connection with the three months then endedforegoing, (i) the Obligors taken as a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) All such financial statements described in clauses (a) whole are Solvent and (bii) aboveno Obligor has any material liability, 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 Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, reasonably likely contingent liability or liability for taxes, or any long-term lease or any unusual for- ward forward or long-term commitmentcommitment of a type required to be reflected in financial statements prepared in conformity with GAAP, including any interest rate or foreign currency swap or exchange transaction, which that is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1projections and pro forma financial information delivered pursuant to clause (j) of Article III. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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 After giving effect to the consolidated financial condition Loans to be made on the Effective Date and the payment of all transaction costs in connection with the Company and its consolidated Subsidiaries at December 31foregoing, 1996, except the Obligors taken as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretiona whole are Solvent. (dc) The three-year Management Business Plan update Borrower maintains disclosure controls and procedures (as 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 period 1996-1998 delivered to the Obligee prior to the date hereof Obligors and has (i) was prepared in good faith upon assumptions believed by the Company caused such disclosure controls and procedures to be reasonable, it being understood designed to ensure that material information relating to the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realizedObligors is reported internally, and (ii) presents fairly, in all material respects, caused such internal controls over financial reporting to be designed to provide reasonable assurance regarding the actual results reliability of operations financial reporting and the preparation of the Company and Subsidiar- ies financial statements for the period from January 1, 1996 through the date thereof, external purposes in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The Borrower has heretofore furnished to the Agent and each Lender an audited consolidated balance sheets sheet of the Company Borrower and its consolidated Subsidiaries Consolidated Entities as at December 31, 1996 1997 and the notes thereto and the related consolidated statements of income income, stockholders' equity and of cash flows for the fiscal year Fiscal Year then ended on such date, reported on as examined and certified by Ernst & YoungYoung LLP. Except as set forth therein, a copy of which has been furnished to such financial statements (including the Obligee, notes thereto) present fairly and accurately present the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries Consolidated Entities as at of the end of such date, Fiscal Year and the consolidated results of their operations and their consolidated cash flows the changes in its stockholders' equity for the fiscal Fiscal Year, all in conformity with GAAP applied on a Consistent Basis, subject however, in the case of unaudited interim statements to year then ended.end audit adjustments; (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March since December 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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 Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996, there has been no salematerial adverse change in the condition, transfer financial or other disposition or agreement therefor by otherwise, of the Company Borrower or any of its consolidated Consolidated Entities, or in the businesses, properties, performance, prospects or operations of the Borrower or any of its Consolidated Subsidiaries nor have such businesses or properties been materially adversely affected as a result of any ma- terial part fire, explosion, earthquake, accident, strike, lockout, combination of its business workers, flood, embargo or property and no purchase act of God; and (c) neither the Borrower nor any Consolidated Entity has any material Indebtedness, Guaranteed Obligations or other acquisition obligations or liabilities, direct or contingent, in an aggregate amount in excess of any business or property $300,000 other than (including any capital stock of any other Persona) which is material the liabilities reflected in rela- tion to such balance sheet and the consolidated financial condition notes thereto, (b) $567,750,000 aggregate principal amount of the Company Borrower's 3.25% Convertible Subordinated Debentures due 2003, (c) $250,000,000 aggregate principal amount of the Borrower's 6.875% Senior Notes due 2005 and its consolidated Subsidiaries at December 31$250,000,000 aggregate principal amount of the Borrower's 7.0% Senior Notes due 2005, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realizedObligations arising under this Agreement, and (iie) presents fairly, liabilities incurred in all material respects, the actual results ordinary course of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotesbusiness.

Financial Condition. (a) The consolidated balance sheets of Holdings and its consolidated Subsidiaries and of the Company and its consolidated Subsidiaries as at December 31, 1995, December 31, 1996 and December 31, 1997 and the related consolidated statements of income and of stockholders' equity and cash flows for the fiscal year years ended on such datedates, reported on by Ernst & Young, a copy copies of which has have heretofore been furnished to the Obligeeeach Lender, present fairly and accurately present the consolidated financial condition of Holdings and its consolidated Subsidiaries or the Company and its consolidated Subsidiaries Subsidiaries, as the case may be, as at such datedates, and the consolidated results of their operations and their consolidated cash flows for the fiscal year years then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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) abovestatements, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied applied 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 Holdings, the Company Company, nor any of its their respective consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in other than such obligations which are not required to be disclosed under GAAP (which obligations are described on Schedule 4.14.1(a)). Since During the period from December 31, 1996, 1997 to and including the Amendment and Restatement Effective Date there has been no sale, transfer or other disposition or agreement therefor by Holdings, the Company Company, or any of its their respective consolidated Subsidiaries of any ma- terial material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock Capital Stock of any other Person) which is material in rela- tion relation to the consolidated financial condition of Holdings and its consolidated Subsidiaries or the Company and its consolidated Subsidiaries Subsidiaries, as the case may be, at December 31, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion1997. (db) The three-year Management Business Plan update for the period 1996-1998 budget delivered to the Obligee prior Lenders on December 22, 1997 was prepared based on good faith assumptions and the best information available to Holdings and the Company on the date hereof (i) was prepared in good faith upon thereof, and all assumptions and estimates set forth therein, on such date, were believed by management of Holdings and the Company to be reasonablereasonable in light of then current conditions and reflected Holdings' and the Company's reasonable estimate of the results of operations and other information projected therein, it being understood recognized by the Lenders that the such projections therein contained as they relate to future events are subject not to certain uncertainties be viewed as fact and contingencies which are beyond that actual results during the control of the Company and may be significant, and thus no assurance can be given that period or periods covered by such projections will be realized, and (ii) presents fairly, in all material respects, may differ from the actual projected results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotesset forth therein.

Financial Condition. (a) The consolidated and consolidating balance sheets of the Company and its consolidated Subsidiaries as at December 3127, 1996 2008 and December 26, 2009, respectively, and the related consolidated and consolidating statements of income operations and of cash flows for the fiscal year years ended on such datedates, reported on by Ernst & YoungBDO ▇▇▇▇▇▇▇, a copy LLP, copies of which has have heretofore been furnished to the Obligeeeach Purchaser, fairly and accurately present fairly, in all material respects, the consolidated and consolidating financial condition of the Company and its consolidated Subsidiaries as at such datedates, and the consolidated and consolidating results of their operations and of their consolidated cash flows for the fiscal year years then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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) abovestatements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP ap- plied applied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may beotherwise expressly noted therein, and show all material Indebtedness and other liabilities, direct or contingent, of the Company and each of its Subsidiaries as disclosed therein)of the dates thereof, including liabilities for taxes, material commitments and Indebtedness. Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet sheets referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or unusual for- ward material forward or long-term commitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996thereto. (b) As of the date hereof, there has been are no sale, transfer liabilities or other disposition or agreement therefor by obligations of the Company or any of its consolidated Subsidiaries of any ma- terial part of its business Subsidiaries, whether direct or property and no purchase indirect, absolute or contingent, or matured or unmatured, 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. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof than (i) was prepared as disclosed or provided for in good faith upon assumptions believed the financial statements and notes thereto which are referred to above, (ii) which are disclosed elsewhere in this Agreement or in the Schedules hereto, (iii) arising in the ordinary course of business since December 26, 2009, (iv) created by this Agreement or (v) liabilities or obligations which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. As of the date hereof, the written information, exhibits and reports furnished by the Company to be reasonablethe Purchasers in connection with the negotiation of this Agreement, it being understood that the projections therein contained taken as to future events a whole, are subject to certain uncertainties complete and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, correct in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The Each of (i) the consolidated balance sheets sheet of the Company Infinity and its consolidated Consolidated Subsidiaries as at December 31, 1996 and the related consolidated statements of 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 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. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 19971998, and the related consolidated statements of income and cash flows of Infinity and its Consolidated Subsidiaries for the three months then endedfiscal 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 statements of income and cash flows of Infinity and its Consolidated Subsidiaries for the fiscal quarters ended on such dates, all certified by a copy Financial Officer of which has been delivered Infinity, heretofore furnished to each of the ObligeeLenders, fairly and accurately presents present the consolidated financial condition of the Company Infinity and its con- solidated Consolidated Subsidiaries as at such date, dates and the consolidated results of their operations and their consolidated cash flows for the three months, then fiscal year or fiscal quarter ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) All on such financial statements described in clauses (a) and (b) above, including the related schedules and notes thereto, have been prepared dates in accordance with GAAP ap- plied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officersubject, as in the case may beof the statements referred to in clause (ii) above, and as disclosed thereinto year-end audit adjustments). Neither the Company Infinity nor any of its consolidated Material Subsidiaries hadhad on such dates any known material contingent liability, at the date of the most recent balance sheet except as referred to above, any material Guarantee Obligation, contingent liability or liability reflected or provided for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements Exchange Act Report or in such balance sheets (or the notes thereto thereto) as at such dates. (b) There has been no material adverse change in the consolidated financial condition, operations, assets, business or prospects taken as a whole of Infinity and its Consolidated Subsidiaries from that set forth in Schedule 4.1. Since the consolidated financial statements of Infinity for the fiscal year ended December 31, 19961998 referred to in Section 3.2(a) (it being agreed, there has been no salehowever, transfer or other disposition or agreement therefor that none of (i) the reduction by the Company or any of its consolidated Subsidiaries rating agency of any ma- terial part rating assigned to Indebtedness of its business Infinity, (ii) non-cash provisions for loan losses and additions to valuation allowances, (iii) any change in GAAP or property compliance therewith and no purchase (iv) any legal or other acquisition of any business arbitral proceedings which have been disclosed in the Exchange Act Report, whether threatened, pending, resulting in a judgment 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 31otherwise, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion. (d) 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 time a final judgment for the payment of money shall have been recorded against Infinity or any Material Subsidiary by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significantany Governmental Authority having jurisdiction, and thus no assurance can be given that such projections will be realized, the judgment is non-appealable (or the time for appeal has expired) and (ii) presents fairlyall stays of execution have expired or been lifted shall, in all and of itself, constitute such a material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotesadverse change).

Financial Condition. (a) The audited consolidated balance sheets sheet of the Company Borrower and its consolidated Subsidiaries dated as at of December 31, 1996 2001 and the unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated as of March 31, 2002 (the "Balance Sheet Date") and the related consolidated audited and unaudited, respectively, statements of income and of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the fiscal year ended periods ending on such datedates, reported on by Ernst & Youngincluding any related notes (the "Financial Statements"), a copy all of which has been were heretofore furnished to the ObligeeLenders, are true, correct and complete in all material respects and fairly and accurately present in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at of the date of each such datestatement and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved except, and in the consolidated results case of their operations and their consolidated cash flows unaudited statements, for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets absence of the Company footnotes and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) adjustments that shall not be materially adverse in the aggregate. Other than as reflected in such Financial Statements and a Responsible Officer has so certified except for liabilities incurred in the ordinary course of business since the date thereof, the Borrower and its Material Subsidiaries have no Indebtedness that is or would be material to the Obligee. (c) All such financial statements described in clauses (a) and (b) abovecondition of the Borrower, 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 Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, material unrealized or unanticipated losses from any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1commitments. Since December 31, 1996, the Balance Sheet Date there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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 adverse change in rela- tion to the consolidated financial condition of (as set forth in the Company and its consolidated Subsidiaries at December 31, 1996, except as described in Schedule 4.1 Financial Statements) or consented to in writing by the Obligee in its sole discretion. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company Borrower and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotesits Subsidiaries taken as a whole.

Financial Condition. (a) The consolidated Borrower has heretofore furnished ------------------- to the Administrative Agent, with a copy for each Lender, the following: (i) the audited balance sheets of the Company and its consolidated Consolidated Subsidiaries as at December 31, 1995, 1996 and 1997 and the related audited consolidated statements of income 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP; (ii) the audited balance sheets of MAGIC and its Consolidated Subsidiaries as at May 31, 1995, 1996 and 1997 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 Coopers & ▇▇▇▇▇▇▇ L.L.P.; and (iii) the audited balance sheet of MAGIC and its Consolidated Subsidiaries as at February 28, 1998 and the related audited consolidated statements of operations, stockholders' equity and cash flows for the fiscal year nine- month period ended on such said date, reported on by Ernst & Young, together with a true and correct copy of which has been furnished to the Obligeereport on such audited information by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, fairly and accurately present 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 fiscal year then endedLLP. (b) In All financial statements referred to in the event preceding paragraph (a) fairly present the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries respective entities as at such datethe respective dates, and the consolidated respective financial results of their operations and their consolidated cash flows for the three months, then ended (subject to 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 Officeroperations, as the case may be, and as disclosed thereinfor the respective periods on said respective dates, all in accordance with GAAP (subject, in the case of clause (iii) above, to normal year-end audit adjustments). Neither the Company nor any of its consolidated Subsidiaries had, at has on the date of the most recent balance sheet referred to above, Amendment/Restatement Effective Date any material Guarantee Obligationcontingent liabilities, contingent liability or liability liabilities for taxes, or any long-term lease or unusual for- ward forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including any interest rate except as referred to or foreign currency swap reflected or exchange transaction, which is not reflected provided for in the foregoing said financial statements as at said dates or in the notes thereto or in Schedule 4.1as permitted hereby. Since December 31, 19961997, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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 adverse change in rela- tion to the consolidated financial condition condition, operations, business or prospects taken as a whole of the Company and its Consolidated Subsidiaries (other than MAGIC and its Subsidiaries) from that set forth in the relevant financial statements described above as at said date. Since February 28, 1998, there has been no material adverse change in the consolidated financial condition, operations, business or prospects taken as a whole of MAGIC and its Subsidiaries from that set forth in the relevant financial statements described above as at said date. (c) The pro forma balance sheet referred to in Section 7.01(n) (i) has --- ----- been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated --- ----- financial position of Borrower and its consolidated Subsidiaries at as of, or for the year ended, as applicable, December 31, 19961997, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion. (d) The three-year Management Business Plan update for the period 1996-1998 delivered after giving effect 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotesMAGIC Transaction.

Financial Condition. (aSCHEDULE 4.06(a) The consolidated balance sheets attached hereto is an unaudited analysis of pay telephone revenues and expenses for each of the Company and its consolidated Subsidiaries as at Sellers for the years ended December 31, 1996 1997 and 1996, and for the related consolidated statements interim period ending on the most recent practicable date (the "Latest Date"), and each of the Sellers will deliver to Purchaser, at Purchaser's expense, prior to or at the Closing an audited balance sheet and statement of income and of cash flows surplus information for the fiscal year ended same periods which will confirm the unaudited analyses set forth on such dateSCHEDULE 4.06(a) (collectively, reported on by Ernst & Young, a copy of which has been furnished to the Obligee, fairly "Financial Statements"). The Financial Statements are and accurately present the consolidated financial condition of the Company will be complete 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. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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 theretoaccurate, have been and will be prepared in accordance with GAAP ap- plied generally accepted accounting principles, consistently throughout applied, and fairly present and will fairly present the financial condition and results of operations of Sellers as of the dates and for 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)indicated. Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996, there There has been no salematerial adverse change in the financial condition, transfer properties or other disposition or agreement therefor by the Company or any business of its consolidated 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 either of the Company and its consolidated Subsidiaries at December 31Sellers since the Latest Date. Neither of the Sellers has any liabilities, 1996obligations or commitments, except as described in Schedule 4.1 whether absolute, accrued, contingent or consented to in writing by the Obligee in its sole discretion. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof otherwise, other than (i) was prepared liabilities disclosed or adequately provided for in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, Financial Statements and (ii) presents fairlyliabilities incurred in the ordinary course of business since the Latest Date which individually and in the aggregate are not material in amount. At the date of Closing, in all material respects, the actual results of operations neither of the Company and Subsidiar- ies Sellers will have any outstanding liability for the period from January 1borrowed money, 1996 through the date thereofor trade or other payables whether absolute, accrued, contingent or otherwise, other than those that shall be listed in accordance with GAAP, subject a schedule identified as SCHEDULE 4.06(b) to recurring year-end audit adjustments and the absence of footnotesbe delivered to Purchaser at Closing.

Financial Condition. (a) The consolidated and consolidating balance sheets of the Company Borrower and its consolidated Subsidiaries as at December 3129, 1996 2007 and December 30, 2006, respectively, and the related consolidated and consolidating statements of income operations and of cash flows for the fiscal year years ended on such datedates, reported on by Ernst & YoungBDO S▇▇▇▇▇▇, a copy LLP, copies of which has have heretofore been furnished to the Obligeeeach Lender, fairly and accurately present fairly, in all material respects,the consolidated and consolidating financial condition of the Company Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated and consolidating results of their operations and of their consolidated cash flows for the fiscal year years then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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) abovestatements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP ap- plied applied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may beotherwise expressly noted therein, and show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and each of its Subsidiaries as disclosed therein)of the dates thereof, including liabilities for taxes, material commitments and Indebtedness. Neither the Company Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet sheets referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or unusual for- ward material forward or long-term commitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996thereto. (b) As of the date hereof, there has been are no sale, transfer material liabilities or other disposition or agreement therefor by obligations of the Company Borrower or any of its consolidated Subsidiaries of any ma- terial part of its business Subsidiaries, whether direct or property and no purchase indirect, absolute or contingent, or matured or unmatured, 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. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof than (i) was prepared as disclosed or provided for in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties financial statements and contingencies notes thereto which are beyond the control of the Company and may be significantreferred to above, and thus no assurance can be given that such projections will be realized, and or (ii) presents fairlywhich 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 date hereof, the written information, exhibits and reports furnished by the Borrower to the Lenders in connection with the negotiation of this Agreement, taken as a whole, are complete and correct in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The Company has heretofore delivered to Lenders, at Lenders' request, the audited consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31sheets, 1996 and the related consolidated statements of 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 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. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows of Company and its Subsidiaries as at and for the three months Fiscal Years ended November 2, 2003, October 31, 2004 and October 30, 2005, and the unaudited consolidated balance sheets, statements of income and cash flows of Company and its Subsidiaries as at July 30, 2006. 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, a copy subject, in the case of which has been delivered any such unaudited financial statements, to the Obligee, fairly changes resulting from audit and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) 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)absence of footnote disclosure. Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, has any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitmentcommitment not incurred in the ordinary course of business that (a) as of the Closing Date, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing Company's audited consolidated balance sheets, statements of income and cash flows of Company and its Subsidiaries as at and for the Fiscal Year ended October 30, 2005 or the notes thereto, or the unaudited consolidated balance sheets, statements of income and cash flows of Company and its Subsidiaries as at July 30, 2006 or described in Schedule 7.1 or Schedule 7.4, or (b) as of any Funding Date subsequent to the Closing Date, is not reflected in the most recent audited financial statements delivered to Lenders pursuant to subsection 6.1 or the notes thereto or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer permitted pursuant to Section 7.1 or other disposition 7.4 (or agreement therefor by the Company or any of its consolidated 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. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee if prior to the date hereof (i) was prepared delivery of audited financial statements for the 2006 Fiscal Year, is not reflected in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control any of the Company Company's audited financial statements described in clause (a) above) and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairlythat, in all material respectsany such case, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject could reasonably be expected to recurring year-end audit adjustments and the absence of footnoteshave a Material Adverse Effect.

Financial Condition. (a) The consolidated and consolidating balance sheets of the Company Borrower and its consolidated Subsidiaries as at December 3125, 1996 2004 and December 27, 2003, respectively, and the related consolidated and consolidating statements of income operations and of cash flows for the fiscal year years ended on such datedates, reported on by Ernst & YoungBDO S▇▇▇▇▇▇, a copy LLP, copies of which has have heretofore been furnished to the Obligeeeach Lender, fairly and accurately present fairly, in all material respects, the consolidated and consolidating financial condition of the Company Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated and consolidating results of their operations and of their consolidated cash flows for the fiscal year years then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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) abovestatements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP ap- plied applied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may beotherwise expressly noted therein, and show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and each of its Subsidiaries as disclosed therein)of the dates thereof, including liabilities for taxes, material commitments and Indebtedness. Neither the Company Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet sheets referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or unusual for- ward material forward or long-term commitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996thereto. (b) As of the date hereof, there has been are no sale, transfer material liabilities or other disposition or agreement therefor by obligations of the Company Borrower or any of its consolidated Subsidiaries of any ma- terial part of its business Subsidiaries, whether direct or property and no purchase indirect, absolute or contingent, or matured or unmatured, 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. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof than (i) was prepared as disclosed or provided for in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties financial statements and contingencies notes thereto which are beyond the control of the Company and may be significantreferred to above, and thus no assurance can be given that such projections will be realized, and or (ii) presents fairlywhich are disclosed elsewhere in this Agreement or in the Schedules hereto, or (iii) arising in the ordinary course of business since December 25, 2004 or (iv) created by this Agreement. As of the date hereof, the written information, exhibits and reports furnished by the Borrower to the Lenders in connection with the negotiation of this Agreement, taken as a whole, are complete and correct in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The consolidated balance sheets Company has delivered to Family Golf correct and complete copies of the following: (i) an unaudited statement of assets, liabilities, and shareholders equity (deficit) of the Company and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated statements of 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 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. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 19971997 (the "Last Balance Sheet"), and the related consolidated statements of income revenues and expenses, accumulated deficit and retained earnings (deficit) and cash flows for the three months quarter then ended; (ii) unaudited statements of assets, a copy of which has been delivered to the Obligeeliabilities, fairly and accurately presents the consolidated financial condition shareholders' equity (deficit) - income tax basis of the Company and its con- solidated Subsidiaries as at such dateof December 31, 1996, and the consolidated results related statements of their operations revenues and their consolidated expenses, accumulated deficit and retained earnings (deficit) and cash flows for the three monthsyear then ended; and (iii) audited statements of assets, then liabilities, and shareholders' equity (deficit) - income tax basis of the Company as of December 31, 1995, and the related statements of revenues and expenses, accumulated deficit and retained earnings (deficit) and cash flows for each of the years ended December 31, 1995 and 1994 (subject the financial statements referred to in clauses (i), (ii) and (iii) are referred to collectively herein as the "Company Financial Statements"). The Company Financial Statements were prepared on the income tax basis of accounting applied on a consistent basis throughout the period indicated. The Company Financial Statements fairly present the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, subject, in the case of the interim financial statements, to normal year-end audit 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 Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or change in any of its consolidated Subsidiaries of any ma- terial part of its business or property and no purchase or other acquisition of any business or property the significant accounting (including any capital stock tax accounting) policies, practices or procedures of any other Person) which is material in rela- tion the Company, except that Company has determined to change from the income tax to the consolidated financial condition GAAP basis of reporting effective with the quarter ended June 30, 1997. (b) The books of account of the Company are true and its consolidated Subsidiaries at December 31complete, 1996have been maintained in accordance with good business practices and accurately and fairly reflect all of the properties, except as described assets, liabilities and transactions of the Company in Schedule 4.1 accordance with generally accepted accounting principles consistently applied. All fees, charges, costs and expenses associated with the ownership, leasing, operation, maintenance and management of the Company's business that are required by generally accepted accounting principles to be charged and reflected in the Company Financial Statements and on the Company's books and records have been properly charged and reflected, and such financial statements and books and records do not, because of the provision of services or consented to in writing the bearing of costs and expenses by any other person or entity or for any other reason, materially understate the Obligee in its sole discretiontrue costs and expenses of conducting the business of the Company. (dc) The three-year Management Business Plan update for unaudited statement of assets, liabilities and shareholders equity (deficit) of Gen Prop as of June 30, 1997, fairly presents 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 financial position of Gen Prop as at that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotesdate.

Financial Condition. (a) The Borrower has heretofore furnished to the Agent and each Lender an audited consolidated balance sheets sheet of the Company Borrower and its consolidated Subsidiaries Consolidated Entities as at December 31, 1996 1998 and the notes thereto and the related consolidated statements of income income, stockholders' equity and of cash flows for the fiscal year Fiscal Year then ended on such date, reported on as examined and certified by Ernst & YoungYoung LLP, and unaudited consoidated interim financial statements of the Borrower and its Consolidated Entitites consisting of a copy consolidated balance sheet and related consolidated statements of which has been furnished to income, stockholders' equity and cash flows, in each case without notes, for and as of the Obligeeend of the nine month period ending September 30, 1999. Except as set forth therein, such financial statements (including the notes thereto) present fairly and accurately present the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries Consolidated Entities as at of the end of such date, Fiscal Year and the consolidated nine month period and results of their operations and their consolidated cash flows the changes in its stockholders' equity for the fiscal year Fiscal Year and interim period then ended., all in conformity with GAAP applied on a Consistent Basis, subject however, in the case of unaudited interim statements to year end audit adjustments; (b) In the event the Issuance Date occurs after May 15since September 30, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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 Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 19961999, there has been no salematerial adverse change in the condition, transfer financial or other disposition or agreement therefor by otherwise, of the Company Borrower or any of its consolidated Subsidiaries of any ma- terial part of its business Consolidated Entities, or property and no purchase in the businesses, properties, performance, prospects 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. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for Borrower or any of its Consolidated 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 (c) except as set forth in the period from January 1financial statements referred to in Section 5.6(a) or in Schedule 5.6 or permitted by Section 7.3, 1996 through neither the date thereofBorrower nor any Consolidated Entity has incurred, other than in accordance with GAAPthe ordinary course of business, subject to recurring year-end audit adjustments and the absence of footnotesany material Indebtedness, Contingent Obligation or other commitment or liability which remains outstanding or unsatisfied.

Financial Condition. (a) The consolidated Gridline has delivered to NSC true and correct copies of the following: audited balance sheets of the Company Gridline as of September 30, 2004; and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated audited statements of income operations, statements of stockholders' equity, and statements of cash flows of Gridline for the fiscal year ended on such dateperiod from the date of inception through September 30, reported on by Ernst & Young2004. Such balance sheet presents fairly the financial condition, a copy of which has been furnished to the Obligeeassets, fairly and accurately present the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dateliabilities, and stockholders' equity of Gridline as of its date; such statement of operations and statement of stockholders' equity presents fairly the consolidated results of their operations of Gridline for the period indicated; and their consolidated such statement of cash flows for presents fairly the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: information purported to be shown therein. The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) All such financial statements described referred to in clauses (athis Section 2.02(c) and (b) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied generally accepted accounting principles in the United States consistently applied throughout the periods involved and are in accordance with the books and records of Gridline. The financial statements referred to in this Section 2.02(c) contain all certifications and statements required, if any, by the SEC's Order, dated June 27, 2002, pursuant to Section 21(a)(1) of the Exchange Act (except for such inconsistencies as approved by such accountants File No. 4-460), Rule 13a-14 or Respon- sible Officer15d-14 under the Exchange Act, as or 18 U.S.C. Section 1350 (Section 906 of the case may beSarbanes-Oxley Act of 2002) with respect to the report relating ▇▇▇▇▇▇▇. ▇▇▇▇▇ September 30, and as disclosed therein). Neither 2004: (i) There has at no time been a material adverse change in the Company nor financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Gridline. (ii) Gridline has not authorized, declared, paid, or effected any dividend or liquidating or other distribution in respect of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, capital stock or any long-term lease direct or unusual for- ward or long-term commitmentindirect redemption, including any interest rate or foreign currency swap or exchange transactionpurchase, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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 Gridline. (iii) The operations and businesses of Gridline have been conducted in all respects only in the ordinary course, except for the transactions contemplated hereby and in connection herewith. (iv) There has been no accepted purchase order or quotation, arrangement, or understanding for future sale of the products or services of Gridline that Gridline expects will not be profitable. (v) Gridline has not suffered an extraordinary loss (whether or not covered by insurance) or waived any other Personright of substantial value. There is no fact known to Gridline which materially adversely affects or in the future (as far as Gridline can reasonably foresee) which is material in rela- tion may materially adversely affect the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Gridline; provided, however, that Gridline expresses no opinion as to political or economic matters of general applicability. Gridline has made known, or caused to be made known, to the accountants or auditors who have prepared, reviewed, or audited the aforementioned consolidated financial condition statements all material facts and circumstances which could affect the preparation, presentation, accuracy or completeness thereof. The statement of operations of Gridline for the Company and its consolidated Subsidiaries at year ending December 31, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof (i) was 2004 shall be prepared in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAPgenerally accepted accounting principles in the United States consistently applied throughout the periods involved, subject and shall contain all certifications and statements required, if any, by the SEC's Order, dated June 27, 2002, pursuant to recurring yearSection 21(a)(1) of the Exchange Act (File No. 4-end audit adjustments 460), Rule 13a-14 or 15d-14 under the Exchange Act, or 18 U.S.C. Section 1350 (Sections 302 and 906 of the absence Sarbanes-Oxley Act of footnotes2002) with respect to the report relating ther▇▇▇.

Financial Condition. Company has heretofore delivered to Lenders, at Lenders' request, (ai) The consolidated balance sheets audited financial statements of the Company and its consolidated Subsidiaries as at December 31for Fiscal Year ending February 28, 1996 2001, consisting of a balance sheet and the related consolidated statements of income and of cash flows for the fiscal year ended on such dateoperations, 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 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. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income stockholders' equity and cash flows for such Fiscal Year, and (ii) unaudited, condensed, combined, consolidated financial statements of Company and its Subsidiaries for the three eleven months ended January 31, 2002, consisting of a balance sheet and related statements of operations and cash flow. 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, a copy subject, in the case of which has been delivered any such unaudited financial statements, to the Obligee, fairly changes resulting from audit and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) 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)absence of footnotes. Neither the Company nor any of its consolidated Subsidiaries had, at the date None of the most recent balance sheet referred to above, Loan Parties has (and none of the Loan Parties will have following the making of the Restructured Term Loans) any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitmentcommitment that is required by GAAP to be, including any interest rate but is not, or foreign currency swap or exchange transaction, to the extent not required by GAAP which is not known to or reasonably should be known to Company, but is not, reflected in the foregoing financial statements or in the most recent financial statements delivered pursuant to subsection 6.1 or the notes thereto or and which in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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 such case is material in rela- tion relation to the consolidated business, operations, properties, assets, condition (financial condition or otherwise) or prospects of the Company and its consolidated Subsidiaries at December 31Subsidiaries, 1996, except taken as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretiona whole. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. A. The Borrower has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (ai) The the audited consolidated balance sheets sheet of the Company Holdings and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated statements of 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 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. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 19972002, and the related consolidated statements of income income, stockholders' equity and cash flows of Holdings and its Subsidiaries for the three months Fiscal Year then ended and (ii) the unaudited consolidated balance sheets of Holdings and its Subsidiaries as at March 31, 2004, and the related consolidated statements of income, stockholders' equity and cash flows of Holdings and its Subsidiaries for the fiscal quarter then ended. All such statements were prepared in conformity with GAAP and fairly present 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, a copy subject, in the case of which has been delivered any such unaudited financial statements, to the Obligee, fairly changes resulting from audit and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) . Holdings 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, its Subsidiaries do not 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 Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which 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 Atlas or of Holdings and its Subsidiaries taken as a whole. B. Except as fully disclosed in the financial statements delivered pursuant to subsection 4.3A, there were, as of the Restatement Effective Date, no liabilities or obligations with respect to Holdings and its Subsidiaries or to the Borrower of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) that, either individually or in aggregate, could reasonably be expected to be material to Holdings and its Subsidiaries taken as a whole but excluding the Borrower, or to the Borrower on a stand-alone basis. As of the Restatement Effective Date, neither Holdings nor its Subsidiaries knows of any basis for the assertion against it or, in the case of Atlas, against it or its Subsidiaries, of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to subsection 4.3A that, either individually or in the notes thereto aggregate, could reasonably be expected to be material to Holdings and its Subsidiaries taken as a whole but excluding the Borrower, or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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 discretionBorrower on a stand-alone basis. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. The Company has hereto- fore furnished to each of the Lenders the following financial statements: (ai) The consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31September 30, 1996 1995 and the related consolidated statements of income income, retained earnings and of cash flows of the Company and its Subsidiaries for the fiscal year ended on such said date, reported on by with the opinion thereon of Ernst & YoungYoung LLP, a copy of which has been furnished to the Obligee, fairly and accurately present 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 fiscal year then ended.and (bii) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, December 30 and the related consolidated statements of income income, retained earn- ings Credit Agreement and cash flows of the Company and its Subsidiaries for the three months then ended, a copy of which has been delivered to the Obligee, three-month period ended on such date. All such financial statements are complete and correct and fairly and accurately presents present the consolidated financial condition of the Company Com- pany and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three monthsfiscal year and three-month period ended on said dates (subject, then ended (subject in the case of such financial statements as at December 30, to normal year-end audit 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 all 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, generally accepted accounting principles and as disclosed therein)practices applied on a consistent basis. Neither None of the Company nor any of and its consolidated Subsidiaries had, at has on the date of the most recent balance sheet referred to above, hereof any material Guarantee Obligationcon- tingent liabilities, contingent liability or liability liabilities for taxes, or any long-term lease or unusual for- ward forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including any interest rate except as referred to or foreign currency swap reflected or exchange transaction, which is not reflected provided for in the foregoing statements or in the notes thereto or in Schedule 4.1said balance sheets as at said dates. Since December 3130, 19961995, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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 adverse change in rela- tion to the consolidated financial condition condition, operations, business or prospects taken as a whole of the Company and its consolidated Subsidiaries from that set forth in said financial statements as at December 31, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretionsaid date. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. Borrower has heretofore delivered to Lenders, (ai) The the audited consolidated balance sheets sheet of the Company Parent and its consolidated Subsidiaries as at December 31, 1996 2005 and the related consolidated statements of income operations, stockholders’ equity and of cash flows of Parent and its Subsidiaries for the fiscal year Fiscal Year then ended on such date, reported on by Ernst & Young, a copy of which has been furnished to and (ii) the Obligee, fairly and accurately present 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 fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company Borrower and its consolidated Subsidiaries as at March 31, 1997, 2006 and the related unaudited consolidated statements of income operations and cash flows of Parent and its Subsidiaries for the three months period 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, a copy subject, in the case of which has been delivered any such unaudited financial statements, to the Obligee, fairly changes resulting from audit and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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 Company Parent nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, has any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which commitment that is not reflected in the foregoing financial statements or in 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 Schedule 4.1. Since December 31the most recent financial statements delivered to Lenders pursuant to subsection 6.1 or the notes thereto and that, 1996in any such case, there has been no saleis material in relation to the business, transfer operations, properties, assets, condition (financial or other disposition otherwise) or agreement therefor by the Company prospects of Parent or any of its consolidated 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 taken as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretiona whole. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (ai) The consolidated balance sheets sheet of the Company and its consolidated the Subsidiaries as at of December 31, 1996 and the related 2001, together with consolidated statements of income income, stockholders' equity and of cash flows for the fiscal year ended on such datethen ended, reported on certified by Ernst ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & YoungCo., a copy of which has been furnished heretofore delivered to the ObligeeAdministrative Agent and the Lenders, fairly and accurately present the consolidated financial condition of the Company and its consolidated the Subsidiaries as at such date, and the consolidated results of their operations as of the dates and their consolidated cash flows for the fiscal year then endedperiods 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. (bii) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated the Subsidiaries as at of March 31, 19972002 and June 30, 2002, together with unaudited and the related 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, a copy of which has been heretofore delivered to the ObligeeAdministrative Agent and the Lenders, fairly and accurately presents present the consolidated financial condition of the Company and its con- solidated the Subsidiaries as at such date, and the consolidated results of their operations as of the dates and their consolidated cash flows for the three months, then ended (subject periods referred to 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 applied throughout the periods involved (except for such inconsistencies as approved by such accountants involved, subject to the omission or Respon- sible Officercurtailment of footnotes. As of the Effective Date, as the case may bethere are no material liabilities, and as disclosed therein). Neither direct or indirect, fixed or contingent, of the Company nor and any of its consolidated the Subsidiaries had, at the date as of the most recent dates of such balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, sheets which is are not reflected in the foregoing statements therein or in the notes thereto or in Schedule 4.1. thereto. (iii) Since December 31, 19962001, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated Subsidiaries of any ma- terial part of its business or property and no purchase or other acquisition of any business or property Material Adverse Change. (including any capital stock of any other Personiv) which is material in rela- tion to the consolidated financial condition of the Company and its consolidated Subsidiaries at Since December 31, 19962001, except as described there has not occurred any fact or condition which could have a Material Adverse Effect from that reflected in Schedule 4.1 or consented the financial statements referred to in writing by the Obligee in its sole discretion. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof clause (i) was prepared in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotesabove.

Financial Condition. The Obligors have heretofore furnished to each of the Lenders the following: (a) The audited and consolidated balance sheets of the Company Trust and its consolidated Subsidiaries SLT as at December 31, 1996 and the related consolidated statements of income income, retained earnings and cash flow of cash flows the Trust and SLT for the fiscal year ended on said date, with the opinion thereon (in the case of said consolidated balance sheet and statements) of a nationally recognized public accounting firm, (b) the unaudited consolidated balance sheets of the Trust and SLT as at June 30, 1997 and the related consolidated statements of income, retained earnings and cash flow of the Trust and SLT for the six-month period ended on such date, reported on by Ernst & Young, a copy ; and (ii) an opening balance sheet of which has been furnished each Hotel Company giving effect to the ObligeeLoans contemplated hereby, the Acquisition (and the transactions contemplated thereby, including the Acquisition Loans), respectively. All such financial statements delivered pursuant to clause (a) are complete and correct in all material respects and fairly and accurately present the consolidated financial condition of the Company Trust and its consolidated Subsidiaries SLT, as at such date, said dates and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. and six-month period ended on said dates (b) In subject, in the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets case of the Company and its consolidated Subsidiaries such financial statements as at March 31June 30, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end audit 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 all in accordance with GAAP ap- plied consistently throughout generally accepted accounting principles and practices applied on a consistent basis. None of 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 Company nor any of its consolidated Subsidiaries had, at Obligors has on the date of the most recent balance sheet referred to above, hereof any material Guarantee Obligationcontingent liabilities, contingent liability or liability liabilities for taxes, or any long-term lease or unusual for- ward forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including any interest rate except as referred to or foreign currency swap reflected or exchange transaction, which is not reflected provided for in the foregoing statements or in the notes thereto or in Schedule 4.1said balance sheets as at said dates. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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 adverse change in rela- tion to the consolidated financial condition condition, operations, business or prospects taken as a whole of the Company Trust and its consolidated Subsidiaries SLT from that set forth in said financial statements as at December 31, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretionsaid date. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a1) The audited consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31, 1996 1997, and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young, a copy copies of which has have been or will be furnished to the Obligeeeach Bank, fairly and accurately present 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 fiscal year then ended. (b2) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 19971998, and the related consolidated statements of income and of cash flows for the three months then endedfiscal quarter ended on such date, a copy copies of which has have been delivered or will be furnished to the Obligeeeach Bank, fairly and accurately presents present the consolidated financial condition of the Company and its con- solidated consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, fiscal year then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligeeended. (c3) All such financial statements described in clauses (a1) and (b2) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied applied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or otherwise as disclosed in Schedule 4.1writing to Banks on or before the date hereof. Since December During the period from March 31, 19961998, to and including the date hereof there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated Subsidiaries of any ma- terial 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) which is material in rela- tion relation to the consolidated financial condition of the Company and its consolidated Subsidiaries at December March 31, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion1998. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (aA) The Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of the Company Lessee and its consolidated Subsidiaries as at December 31, 1996 1996, and the related consolidated and consolidating statements of income income, stockholders' equity 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 Company Lessee 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. , (bii) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated and consolidating balance sheets of the Company Lessee and its consolidated Subsidiaries as at March 31, 1997, 1997 and the related unaudited consolidated and consolidating statements of income income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, a copy of which has been delivered to the Obligeewhere applicable, fairly and accurately presents the consolidated financial condition consolidating basis) of the Company and its con- solidated Subsidiaries entities described in such financial statements as at such date, the respective dates thereof and the consolidated results of their operations and their consolidated cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the three monthsperiods then ended, then ended (subject subject, in the case of any such unaudited financial statements, 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 Company Lessee nor any of its consolidated Subsidiaries had, at has (and will not following the date of the most recent balance sheet referred to above, Initial Borrowing Date) have any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which commitment that 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 (financial or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer otherwise) or other disposition or agreement therefor by the Company prospects of Lessee or any of its consolidated 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 Lessee and its Subsidiaries of any ma- terial part 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 Lessee and its Subsidiaries taken as a whole. As of its business or property and no purchase or other acquisition the Initial Borrowing Date, Lessee does not know of any business or property (including any capital stock basis for the assertion against it of any other Personliability or obligation of any nature whatsoever that is not fully dis- closed in the financial statements delivered pursuant to Section 5(c)(A) which is which, either individually or in the aggregate, could reasonably be expected to be material in rela- tion to the consolidated financial condition of the Company Lessee and its consolidated Subsidiaries at December 31, 1996, except taken as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretiona whole. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The consolidated and consolidating balance sheets of the Company Borrower and its consolidated Subsidiaries as at December 3129, 1996 2007 and December 30, 2006, respectively, and the related consolidated and consolidating statements of income operations and of cash flows for the fiscal year years ended on such datedates, reported on by Ernst & YoungBDO ▇▇▇▇▇▇▇, a copy LLP, copies of which has have heretofore been furnished to the Obligeeeach Lender, fairly and accurately present fairly, in all material respects, the consolidated and consolidating financial condition of the Company Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated and consolidating results of their operations and of their consolidated cash flows for the fiscal year years then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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) abovestatements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP ap- plied applied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may beotherwise expressly noted therein, and show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and each of its Subsidiaries as disclosed therein)of the dates thereof, including liabilities for taxes, material commitments and Indebtedness. Neither the Company Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet sheets referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or unusual for- ward material forward or long-term commitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996thereto. (b) As of the date hereof, there has been are no sale, transfer material liabilities or other disposition or agreement therefor by obligations of the Company Borrower or any of its consolidated Subsidiaries of any ma- terial part of its business Subsidiaries, whether direct or property and no purchase indirect, absolute or contingent, or matured or unmatured, 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. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof than (i) was prepared as disclosed or provided for in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties financial statements and contingencies notes thereto which are beyond the control of the Company and may be significantreferred to above, and thus no assurance can be given that such projections will be realized, and or (ii) presents fairlywhich 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 date hereof, the written information, exhibits and reports furnished by the Borrower to the Lenders in connection with the negotiation of this Agreement, taken as a whole, are complete and correct in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. Borrower has heretofore delivered to Lenders, at Lenders’ request, (ai) The the audited consolidated balance sheets sheet of the Company Parent and its consolidated Subsidiaries as at December 31, 1996 2004 and the related consolidated statements of income operations, stockholders’ equity and of cash flows of Parent and its Subsidiaries for the fiscal year Fiscal Year then ended on such date, reported on by Ernst & Young, a copy of which has been furnished to and (ii) the Obligee, fairly and accurately present 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 fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company Borrower and its consolidated Subsidiaries as at March 31, 1997, 2005 and the related unaudited consolidated statements of income operations and cash flows of Parent and its Subsidiaries for the three months period 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, a copy subject, in the case of which has been delivered any such unaudited financial statements, to the Obligee, fairly changes resulting from audit and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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 Company Parent nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, has any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which commitment that is not reflected in the foregoing financial statements or in 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 Schedule 4.1. Since December 31the most recent financial statements delivered to Lenders pursuant to subsection 6.1 or the notes thereto and that, 1996in any such case, there has been no saleis material in relation to the business, transfer operations, properties, assets, condition (financial or other disposition otherwise) or agreement therefor by the Company prospects of Parent or any of its consolidated 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 taken as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretiona whole. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The Company has heretofore furnished to each of the Banks consolidated and consolidating balance sheets of the Company and its consolidated Subsidiaries as at December 31, 1995 and the related consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and its Subsidiaries for the fiscal year ended 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 income, shareholders' equity and of cash flows of the Company and its Credit Agreement ---------------- Subsidiaries for the fiscal year three-month period ended on such date. All such financial statements present fairly, reported on by Ernst & Youngin all material respects, a copy of which has been furnished to the Obligee, fairly and accurately present the consolidated financial condition of the Company and its consolidated Subsidiaries 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 such date, 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 their consolidated cash flows of each of its Subsidiaries, for the fiscal year then ended. and three-month period ended on said dates (b) In subject, in the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets case of the Company and its consolidated Subsidiaries such financial statements as at March 31, 19971996, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end audit 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 all 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, generally accepted accounting principles and as disclosed therein)practices applied on a consistent basis. Neither None of the Company nor any of its consolidated Subsidiaries had, at has on the date of the most recent balance sheet referred to above, hereof any material Guarantee Obligationcontingent liabilities, contingent liability or liability liabilities for taxes, or any long-term lease or unusual for- ward forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including any interest rate except as referred to or foreign currency swap reflected or exchange transaction, which is not reflected provided for in the foregoing said financial statements (or in the notes thereto or in Schedule 4.1thereto) as at said dates. Since December 31, 19961995, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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 adverse change in rela- tion to the consolidated financial condition condition, operations or business of the Company and its consolidated 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, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion. (d) The three-year Management Business Plan update 1995 and for the quarterly fiscal period 1996-1998 delivered to ended March 31, 1996 as filed with 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that Applicable Insurance Regulatory Authority. All such projections will be realized, and (ii) presents Statutory Statements present fairly, in all material respects, the actual financial condition of each Insurance Subsidiary, respectively, as at the respective dates thereof and its results of operations of through fiscal year ended on December 31, 1995 and the Company and Subsidiar- ies for the quarterly fiscal period from January 1ended March 31, 1996 through the date thereof1996, in accordance with GAAP, subject to recurring year-end audit adjustments and statutory accounting practices prescribed or permitted by the absence of footnotesApplicable Insurance Regulatory Authority.

Financial Condition. (a) The consolidated balance sheets Borrower has delivered to Lender copies of the Company and its consolidated Subsidiaries balance sheet of Borrower as at December 31of September 30, 1996 and the related consolidated statements of 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 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. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 19971996, and the related consolidated statements of income income, stockholders' equity and statement of cash flows flow for the three months then ended, a copy of which year ended audited by its independent Certified Public Accountant. Borrower has been also delivered to Lender copies of the Obligeebalance sheet of Borrower as of September 30, 1997 and the related statements of income, stockholders' equity and statement of cash flow for the period ended such date, which financial statements have not been certified by its independent Certified Public Accountant. Such financial statements are true and correct in all material respects, fairly and accurately presents represent the consolidated financial condition of the Company Borrower as of such dates and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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, unaudited financial statements omit certain footnotes); and as of the date hereof, there are no obligations, liabilities or Indebtedness (including contingent and indirect liabilities and obligations) of Borrower which are (separately or in the aggregate) material and are not reflected in such financial statements or otherwise disclosed therein)herein. Neither the Company nor any of its consolidated Subsidiaries had, at Since the date of the most recent balance sheet referred above referenced year end financial statements and quarterly financial statements, there have not been, except as disclosed in Exhibit 4.06 and that certain Information Statement for Special Meeting of Shareholders dated October 20, 1997 (the "Information Statement"): (i) any Material Adverse Change in the financial condition, results of operations, business, prospects, assets or liabilities (contingent or otherwise, whether due or to abovebecome due, known or unknown), of the Borrower; (ii) any material Guarantee Obligation, contingent liability dividend declared or liability for taxes, paid or distribution made on the capital stock of the Borrower or any capital stock thereof redeemed or repurchased; (iii) any incurrence of long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor debt by the Company Borrower; (iv) any salary, bonus or compensation increases to any of its consolidated Subsidiaries of any ma- terial part of its business officers, key employees 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 agents 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. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.Borrower or;

Financial Condition. Company has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (ai) The consolidated balance sheets unaudited financial statements of the Company and its consolidated Subsidiaries as at December 31for the fiscal periods most recently ended more than 30 days prior to the Closing Date (including, 1996 without limitation monthly financial statements for any such period of less than three months), consisting of a balance sheet and the related consolidated statements of income income, stockholders' equity and of cash flows for such three-month period or, if applicable, such one-month period, all in reasonable detail and certified by the fiscal year ended on such date, reported on by Ernst & Young, a copy chief financial officer of which has been furnished to the Obligee, Company that they fairly and accurately present the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, the dates indicated and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. periods indicated, subject to changes resulting from audit and normal year-end adjustments, (bii) In the event the Issuance Date occurs after May 15, 1997: The unaudited pro forma consolidated balance sheets of Company and its Subsidiaries as at the Closing Date, prepared in accordance with GAAP (except as otherwise noted therein) and giving effect to the amendments contemplated by this Agreement and (iii) projected financial statements (including balance sheets and statements of operations and cash flows) of the Company and its Subsidiaries for the eight- year period after the Closing Date. All such statements (other than the pro forma balance sheet but only to the extent noted therein) were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated Subsidiaries basis) of the entities described in such financial statements as at March 31, 1997, the respective dates thereof and the related consolidated statements results of income operations and cash flows (on a consolidated basis) of the entities described therein for each of the three months periods then ended, a copy subject, in the case of which has been delivered any such unaudited financial statements, to the Obligee, fairly changes resulting from audit and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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 Company nor any of its consolidated Subsidiaries had, at the date None of the most recent balance sheet referred to above, Loan Parties (and will not following the funding of the initial Loans) has any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which commitment that is not reflected in the foregoing financial statements or in the notes thereto or and which in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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 such case is material in rela- tion relation to the consolidated business, operations, properties, assets, condition (financial condition or otherwise) or prospects of the Company and its consolidated Subsidiaries at December 31Loan Parties taken as a whole, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof other than (i) was prepared in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control incurrence of the Company Obligations and may be significantobligations under other Related Agreements, and thus no assurance can be given that such projections will be realized, and (ii) presents fairlycontingent obligations or liabilities for taxes, in all material respects, the actual results of operations of the Company long term leases or forward or long term commitments and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes(iii) any other items disclosed on Schedule 5.3 annexed thereto.

Financial Condition. (a) The consolidated balance sheets Qualified Stockholders have delivered to the Purchaser and attached hereto as Schedule 2.03 true and correct copies of the Company unaudited balance sheet ("Interim Balance Sheet") and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated statements of income and of cash flows for the fiscal year ended on such dateincome, 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 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. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income retained earnings and cash flows of EWI for the three months then endedperiod from July 1, a copy 1996 through June 30, 1997 ("Interim Financial Statements"). At Closing, Qualified Stockholders shall provide final unaudited balance sheet ("Closing Balance Sheet") and statements of which has been delivered to the Obligeeincome, fairly retained earnings and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows of EWI for the three monthsperiod beginning July 1, then ended 1997 and ending on the Effective Time (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) All such "Closing Financial Statements"). The financial statements described referred to in clauses (a) and (b) above, including the related schedules and notes thereto, this ss.2.03 have been prepared in accordance with GAAP ap- plied generally accepted accounting principles ("GAAP") consistently applied throughout the periods involved (except for such inconsistencies as adjustments thereto which are known to and expressly approved by such accountants or Respon- sible OfficerPurchaser in writing), as the case may beare correct and complete in all respects, and are in accordance with the books and records of EWI. There is no fact presently known to EWI which could materially and adversely affect the financial condition, results of operations, business, properties, assets, liabilities, or future business prospects of the EWI except as disclosed therein). Neither or recorded on Schedule 2.03, the Company nor any Closing Financial Statements or the other schedules to this Agreement; provided, however, that Qualified Stockholders express no opinion as to political or economic matters of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated Subsidiaries of any ma- terial part of its business or property and no purchase or other acquisition of any business or property general applicability (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 discretionmarket conditions of which a Qualified Stockholder has present knowledge). (db) The threeAs of the Effective Time, the net tangible book value, as set forth on the Closing Financial Statements, will be correct. (c) After Closing, Purchaser's in-year Management Business Plan update for the period 1996-1998 delivered house and independent accountants shall be afforded free and full access to the Obligee prior non-proprietary working papers and records used by EWI's independent accountants and in-house accountants in preparing their unaudited last completed fiscal year, Interim and Closing Financial Statements. If there is a difference of opinion between the Purchaser's and EWI's accountants as to the date hereof (i) was prepared general acceptability or consistency of any of the accounting principles followed in good faith upon assumptions believed connection with such review and report or preparation of financial statements or the results indicated thereby, the parties or their accountants shall promptly confer in an effort to resolve such differences. If they are unable to resolve a difference, the difference shall be resolved by the Company to be reasonableindemnity, it being understood that the projections therein contained as to future events are subject to certain uncertainties set-off and contingencies which are beyond the control dispute resolution provisions of the Company Sections 1.02 and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes1.03.

Financial Condition. (a) (i) The consolidated balance sheets sheet of the Company Borrower and its consolidated Subsidiaries as at December 31, 1996 2001 and the related consolidated statements of income and operations, of cash flows and of changes in stockholders' equity for the fiscal year ended on such date, together with the related notes and schedules thereto, reported on by Ernst & YoungYoung LLP, a copy and (ii) (A) the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2002, (B) from the Closing Date until such balance sheet is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to Section 7.1(b), the draft unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 2002, and (C) thereafter, the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 2002, and in each case, together with the related consolidated statements of operations, of cash flow, and of changes in stockholders' equity for each of the fiscal quarters then ended, in each case copies of which has have heretofore been furnished to the Obligeeeach Lender, present fairly and accurately present in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of their operations and their consolidated cash flows for the fiscal year respective periods then ended, in conformity with GAAP. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) All such financial statements described referred to in clauses (a) and (b) abovesubsection 5.1(a), including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied applied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Responsible Officer, as the case may be, and as disclosed therein). Neither On the Company Closing Date, neither the Borrower nor any of its consolidated Subsidiaries hadhave, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease lease, outstanding debt or Lien or unusual for- ward forward or long-term commitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected disclosed in the foregoing financial statements referred to in subsection 5.1(a) or in the notes thereto or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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 extent required by the Obligee in its sole discretionGAAP. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The consolidated balance sheets Sellers have delivered to the Purchaser true and correct copies of the Company and its consolidated Subsidiaries following: the unaudited balance sheet of ▇▇▇▇▇▇ CAPITAL as at December of [June 30, 1997], the audited balance sheet of ▇▇▇▇▇▇ CAPITAL as of [January 31, 1996 1997], the audited statements of income, statements of retained earnings, and statements of cash flows of ▇▇▇▇▇▇ CAPITAL for the year ended [January 31, 1997], and the related consolidated audited statements of income income, statements of retained earnings and statements of cash flows for the fiscal year years ended on [January 31, 1996 and 1995]. Each such datebalance sheet presents fairly the financial conditions, reported on by Ernst & Youngassets, a copy of which has been furnished to the Obligee, fairly and accurately present the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dateliabilities, and the consolidated results stockholders' equity of their operations and their consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets ▇▇▇▇▇▇ CAPITAL as of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements date; each such statement of income and statement of retained earnings presents fairly the results of operations of ▇▇▇▇▇▇ CAPITAL for the period indicated and their retained earnings as of the date indicated; and each such statement of cash flows for presents fairly the three months then ended, a copy of which has been delivered information purported to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) All such be shown therein. The financial statements described referred to in clauses (a) and (b) above, including the related schedules and notes thereto, this Section 2.3 have been prepared in accordance with GAAP ap- plied generally accepted accounting principles consistently applied throughout the periods involved and are in accordance with the books and records of ▇▇▇▇▇▇ CAPITAL. Since June 30, 1997: (except for such inconsistencies as approved by such accountants a) There has at no time been a material adverse change in the financial condition, results of operations, business, properties, assets, liabilities, or, to the Sellers' knowledge, the future prospects of ▇▇▇▇▇▇ CAPITAL. (b) ▇▇▇▇▇▇ CAPITAL has not authorized, declared, paid, or Respon- sible Officer, as the case may be, and as disclosed therein). Neither the Company nor effected any dividend or liquidating or other distribution in respect of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, capital stock or any long-term lease direct or unusual for- ward or long-term commitmentindirect redemption, including any interest rate or foreign currency swap or exchange transactionpurchase, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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▇▇▇▇▇▇ CAPITAL. (c) which is material in rela- tion to the consolidated financial condition The operations and business of the Company and its consolidated Subsidiaries at December 31, 1996, except as described ▇▇▇▇▇▇ CAPITAL have been conducted in Schedule 4.1 or consented to all respects only in writing by the Obligee in its sole discretionordinary course. (d) The three-year Management Business Plan update for ▇▇▇▇▇▇ CAPITAL has not suffered an extraordinary loss (whether or not covered by insurance) or waived any right of substantial value. (e) ▇▇▇▇▇▇ CAPITAL has not paid any expense resulting from the period 1996-1998 delivered to preparation of, or the Obligee prior to the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonabletransactions contemplated by, this Agreement, it being understood that the projections therein contained Sellers 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 Sellers, which materially and adversely affects or in the future (as far as the Sellers can reasonably foresee) may materially and adversely affect the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of ▇▇▇▇▇▇ CAPITAL; PROVIDED, HOWEVER, that the Sellers express no opinion as to future events are subject to certain uncertainties and contingencies which are beyond the control political or economic matters of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotesgeneral applicability.

Financial Condition. (a) The Borrower has heretofore furnished to each Lender an audited consolidated balance sheets sheet of the Company Borrower and its consolidated Subsidiaries as at December 31, 1996 and the notes thereto and the related consolidated statements of income income, shareholders' equity and of cash flows for the fiscal year Fiscal Year then ended on as examined and certified by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, and unaudited consolidated interim financial statements of the Borrower and its Subsidiaries consisting of a consolidated balance sheet and related consolidated statements of income, shareholders' equity and cash flows, in each case with the notes related thereto, for and as of the end of the three month period ending March 31, 1997. Except as set forth therein, such date, reported on by Ernst & Young, a copy of which has been furnished to financial statements (including the Obligee, notes thereto) present fairly and accurately present the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at of the end of such date, Fiscal Year and the consolidated three month period and results of their consolidated operations and their the changes in its consolidated cash flows stockholders' equity for the fiscal year Fiscal Year and interim period then ended., all in conformity with GAAP applied on a Consistent Basis, subject however, in the case of unaudited interim statements to year end audit adjustments; (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at since March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which 1997 there has been delivered to no material adverse change in the Obligeecondition, fairly and accurately presents the consolidated financial condition or otherwise, of the Company Borrower and its con- solidated Subsidiaries taken as at a whole or in the businesses, properties, performance, prospects or operations of the Borrower and its Subsidiaries taken as a whole, nor have such datebusinesses or properties been materially adversely affected (taken as a whole) as a result of any fire, and the consolidated results explosion, earthquake, accident, strike, lockout, combination of their operations and their consolidated cash flows for the three monthsworkers, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee.flood, embargo or act of God; and (c) All such except as set forth in the Prospectus, the financial statements described referred to in clauses (a) and (b) aboveSECTION 6.6(A), including the related schedules and notes theretoor SCHEDULE 6.6 or permitted by SECTION 8.5, 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 Company neither Borrower nor any Subsidiary has incurred, other than in the ordinary course of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to abovebusiness or in connection with Acquisitions permitted under SECTION 8.2, any material Guarantee ObligationIndebtedness, contingent liability Contingent Obligation or other commitment or liability for taxes, which remains outstanding or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transactionunsatisfied, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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 Borrower and its consolidated Subsidiaries at December 31, 1996, except taken as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.a whole;

Financial Condition. (a) The consolidated balance sheets sheet of the Company Borrower and its consolidated Consolidated Subsidiaries as at December 31January 27, 1996 1999 and the related consolidated statements of income and of cash flows for the fiscal year Fiscal Year ended on such date, reported on by Ernst & YoungPriceWaterhouseCoopers LLP, a copy copies of which has have heretofore been furnished to the Obligeeeach Lender, are complete and correct in all material respects and present fairly and accurately present the consolidated financial condition of the Company Borrower and its consolidated Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year Fiscal Year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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) abovestatements, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied applied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Responsible Officer, as the case may be, and as disclosed therein). Neither Except as set forth on Schedule 4.1 or as disclosed in the Company most recent Form 10-K or subsequent Form 10-Q filed by the Borrower with the SEC prior to the date hereof, neither the Borrower nor any of its consolidated Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability or liability for taxes, or any material long-term lease or unusual for- ward forward or long-term commitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto thereto. Except as set forth on Schedule 4.1 or as disclosed in Schedule 4.1. Since December 31the most recent Form 10-K or subsequent Form 10-Q filed by the Borrower with the SEC prior to the date hereof, 1996during the period from January 27, 1999 to and including the date hereof there has been no sale, transfer or other disposition or agreement therefor by the Company Borrower or any of its consolidated Consolidated Subsidiaries of any ma- terial 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) which is material in rela- tion relation to the consolidated financial condition of the Company Borrower and its consolidated Consolidated Subsidiaries at December 31January 27, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion1999. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. Borrower has heretofore delivered to Lenders, at Lenders' request, (ai) The the audited consolidated balance sheets sheet of the Company Parent and its consolidated Subsidiaries as at December 31, 1996 2001 and the related consolidated statements of income income, stockholders' equity and of cash flows of Parent and its Subsidiaries for the fiscal year Fiscal Year then ended on such date, reported on by Ernst & Young, a copy of which has been furnished to and (ii) the Obligee, fairly and accurately present 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 fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company Borrower and its consolidated Subsidiaries as at March 31, 19972002 and June 30, 2002 and the related unaudited consolidated statements of income income, stockholders' equity and cash flows of Parent and its Subsidiaries for the three months periods 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, a copy subject, in the case of which has been delivered any such unaudited financial statements, to the Obligee, fairly changes resulting from audit and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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 Company Parent nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, has any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which commitment that is not reflected in the foregoing financial statements or in the notes thereto or that is otherwise contemplated or permitted under this Agreement and, as of any Funding Date subsequent to the Closing Date, is not reflected in Schedule 4.1. Since December 31the most recent financial statements delivered to Lenders pursuant to subsection 6.1 or the notes thereto and that, 1996in any such case, there has been no saleis material in relation to the business, transfer operations, properties, assets, condition (financial or other disposition otherwise) or agreement therefor by the Company prospects of Parent or any of its consolidated 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 taken as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretiona whole. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The consolidated and consolidating balance sheets of the Company Borrower and its consolidated Subsidiaries as at December 31, 1996 2019 and December 31, 2018, respectively, and the related consolidated and consolidating statements of income operations and of cash flows for the fiscal year years ended on such datedates, reported on by Ernst & YoungBDO USA, a copy LLP, copies of which has have heretofore been furnished to the Obligeeeach Lender, fairly and accurately present fairly, in all material respects, the consolidated and consolidating financial condition of the Company Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated and consolidating results of their operations and of their consolidated cash flows for the fiscal year years then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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) abovestatements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP ap- plied applied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may beotherwise expressly noted therein), and show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and each of its Subsidiaries as disclosed therein)of the dates thereof, including liabilities for Taxes, material commitments and Indebtedness. Neither the Company Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet sheets referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxesTaxes, or any material long-term lease or unusual for- ward material forward or long-term commitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996thereto. (b) As of the date hereof, there has been are no sale, transfer material liabilities or other disposition or agreement therefor by obligations of the Company Borrower or any of its consolidated Subsidiaries of any ma- terial part of its business Subsidiaries, whether direct or property indirect, absolute or contingent, or matured or unmatured, other than (i) as disclosed or provided for in the financial statements and no purchase notes thereto which are referred to above, or other acquisition of any business or property (including any capital stock of any other Personii) which is material are disclosed elsewhere in rela- tion to this Agreement or in the consolidated financial condition Schedules hereto, or (iii) arising in the ordinary course of the Company and its consolidated Subsidiaries at business since December 31, 19962019 or (iv) created by this Agreement. As of the date hereof, except as described in Schedule 4.1 or consented to in writing the written information, exhibits and reports furnished by the Obligee in its sole discretion. (d) The three-year Management Business Plan update for the period 1996-1998 delivered Borrower to the Obligee prior to Lenders in connection with the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonablenegotiation of this Agreement, it being understood that the projections therein contained taken as to future events a whole, are subject to certain uncertainties complete and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, correct in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The consolidated balance sheets sheet of the ------------------- Company and its consolidated Subsidiaries as at December 31January 28, 1996 1995 and the related consolidated statements of income operations and retained earnings and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, a copy copies of which has have heretofore been furnished to the Obligeeeach Bank, are complete and correct and present fairly and accurately present 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 fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: . The unaudited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at March 31September 23, 1997, 1995 and the related unaudited consolidated statements of income operations and cash flows retained earnings for the three months then endedeight-month period ended on such date, certified by a copy Responsible Officer, copies of which has have heretofore been delivered furnished to the Obligeeeach Bank, are complete and correct and present fairly and accurately presents the consolidated financial condition of the Company and its con- solidated consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, eight-month period then ended (subject to normal year-end audit adjustments) and a Responsible Officer has so certified to the Obligee. (c) ). All such financial statements described in clauses (a) and (b) abovestatements, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied applied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Responsible Officer, as the case may be, and as disclosed therein). Neither . (b) Except a set forth on Schedule II, neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to abovein subsection 4.1(a), any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements referred to in subsection 4.1(a) or in the notes thereto or in thereto. (c) Except as set forth on Schedule 4.1. Since December 31III, 1996during the period from January 28, 1995 to and including the date hereof there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated Subsidiaries of any ma- terial 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) which is material in rela- tion relation to the consolidated financial condition of the Company and its consolidated Subsidiaries at December 31January 28, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion1995. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The consolidated Consolidated balance sheets of the Company and its consolidated Consolidated Subsidiaries as at December 31, 1996 and the related consolidated Consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Ernst & Youngthe Company's independent certified public accountants, a copy copies of which has have heretofore been furnished to each Bank, present fairly the Obligee, fairly and accurately present the consolidated Consolidated financial condition of the Company and its consolidated Consolidated Subsidiaries as at such dates, and the Consolidated results of their operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at May 27, 1997 and the related unaudited Consolidated statements of income and of cash flows for the periods ended on such date, certified by the chief financial officer or controller of the Company, copies of which have heretofore been furnished to each Bank, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the consolidated Consolidated results of their operations and their consolidated Consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, periods then ended (subject to normal year-end audit adjustments) and a Responsible Officer has so certified to the Obligee. (c) ). All such financial statements described in clauses (a) and (b) abovestatements, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied applied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officersuch officer, as the case may be, and as disclosed therein). Neither Except as otherwise disclosed to the Company nor any of its consolidated Subsidiaries hadBanks, at during the date of period from May 27, 1997 to and including the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996, Effective Date there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated Consolidated Subsidiaries of any ma- terial 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) which is material in rela- tion relation to the consolidated Consolidated financial condition of the Company and its consolidated Consolidated Subsidiaries at December 31May 27, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion1997. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. Borrower has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (ai) The the audited consolidated balance sheets sheet of the Company Holdings and its consolidated Subsidiaries as at December 31, 1996 1999 and the related consolidated statements of income income, stockholders' equity and of cash flows of Holdings and its Subsidiaries for the fiscal year Fiscal Year then ended on such date, reported on by Ernst & Young, a copy of which has been furnished to and (ii) the Obligee, fairly and accurately present 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 fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets sheet of the Company Holdings and its consolidated Subsidiaries as at March 31, 1997, 2000 and the related unaudited consolidated statements of income income, stockholders' equity and cash flows of Holdings and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition basis) of the Company and its con- solidated Subsidiaries entities described in such financial statements as at such date, the respective dates thereof and the consolidated results of their operations and their consolidated cash flows (on a consolidated basis) of the entities described therein for each of the three monthsperiods then ended, then ended (subject subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments) and a Responsible Officer has so certified to . Except as was permitted under the Obligee. (c) All such financial statements described in clauses (a) and (b) above, including Prepetition Credit Agreement on 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 OfficerPetition Date, as the case may be, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to aboveClosing Date, Borrower does not (and will not following the funding of the initial Revolving Loans) have any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which commitment that 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 (financial or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer otherwise) or other disposition or agreement therefor by the Company prospects of Borrower or any of its consolidated 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 discretionSubsidiaries. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at December 31, 1996 1995 and the related consolidated statements statement of income and of cash flows operations for the fiscal year ended on such date, reported on audited by Ernst Coopers & Young▇▇▇▇▇▇▇ LLP, a copy of which has heretofore been furnished to the Obligeeeach Lender, present fairly and accurately present in accordance with GAAP 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 fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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 applied 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 Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or expressly permitted to be incurred hereunder. (b) The unaudited consolidated balance sheets of the Company as at June 30, 1996, certified by a Responsible Officer of the Company, copies of which have heretofore been furnished to each Lender, present fairly in Schedule 4.1accordance with GAAP the financial position of the Company and its consolidated Subsidiaries as at such dates. Since Such balance sheets, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except as approved by such Responsible Officer and disclosed therein). The Company and its consolidated Subsidiaries did not have at the date of such balance sheets, any material Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency exchange transaction, which is not reflected in such balance sheets or in the notes thereto. During the period from December 31, 19961995 to the Effective Date, there has been no sale, transfer dividends or other disposition distributions have been declared, paid or agreement therefor made upon the Capital Stock of the Company or any of its consolidated Subsidiaries except as permitted under the Existing Credit Agreement, nor has any of the Capital Stock of the Company or any of its consolidated Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by the Company or any of its consolidated Subsidiaries of any ma- terial part of its business or property and no purchase or other acquisition of any business or property Subsidiaries, respectively. (including any capital stock of any other Personc) which is material in rela- tion to the The unaudited consolidated financial condition PRO FORMA balance sheet of the Company and its consolidated Subsidiaries as at December 31June 30, 1996, except as described in Schedule 4.1 or consented to in writing certified by the Obligee in its sole discretion. (d) 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 a Responsible Officer of the Company (the "PRO FORMA BALANCE SHEET"), a copy of which has heretofore been furnished to be reasonableeach Lender, it being understood that is the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control unaudited 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 IPO, (ii) the extension of the Loans and the issuance of the Letters of Credit to be incurred or issued, as the case may be significantbe, and thus no assurance can be given that such projections will be realizedon the Effective Date, (iii) the prepayment by Holdings of indebtedness in the principal amount of $10,000,000 (plus a $350,000 redemption premium), (iv) the contribution by Holdings to the Company of preferred stock, (v) the sale by the Company of one or more shares of the Company's Capital Stock to Holdings, (vi) the redemption by the Company, from the proceeds of the sale of its Capital Stock to Holdings, of approximately $33,300,000 of the Company's outstanding 12.75% Subordinated Notes, due March 1, 2005, for $37,500,000 (including the redemption premium), and (iivii) presents fairlythe prepayment by the Company of a portion of the Revolving Credit Loans without reducing the Commitments. The Pro Forma Balance Sheet, together with the notes thereto, was prepared based on good faith assumptions in all material respectsaccordance with GAAP and is based on the best information available to the Company and its consolidated Subsidiaries as of the date of delivery thereof, and reflects on a PRO FORMA basis the actual results of operations financial position of the Company and Subsidiar- ies for its consolidated Subsidiaries as of September 30, 1996, as adjusted, as described above, assuming that the period from January 1events specified in the preceding sentence had actually occurred at September 30, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes1996.

Financial Condition. (a) The consolidated audited balance sheets of the Company and its consolidated Subsidiaries as at January 1, 1994, December 31, 1996 1994 and December 30, 1995 and the related consolidated statements of income operations and of cash flows for the fiscal year ended on each such date, reported on audited by Ernst & YoungPrice Waterhouse LLP, a copy copies of which has have heretofore been furnished to the Obligeeeach Lender, present fairly and accurately present in accordance with GAAP 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 fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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 applied 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 Company nor any of its consolidated Subsidiaries had, at the date of the most recent each balance sheet referred to above, any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or expressly permitted to be incurred hereunder. (b) The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at September 28, 1996, certified by a Responsible Officer of the Company, copies of which have heretofore been furnished to each Lender, present fairly in Schedule 4.1accordance with GAAP the financial position of the Company and its consolidated Subsidiaries as at such dates. Since Such balance sheets, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except as approved by such Responsible Officer and disclosed therein). The Company and its consolidated Subsidiaries did not have at the dates of such balance sheets, any material Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency exchange transaction, which is not reflected in such balance sheets or in the notes thereto. During the period from December 31, 19961995 to the Closing Date, there has been except as set forth in Schedule 5.1(b), no sale, transfer dividends or other disposition distributions have been declared, paid or agreement therefor made upon the Capital Stock of the Company or any of its consolidated Subsidiaries nor has any of the Capital Stock of the Company or any of its consolidated Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by the Company or any of its consolidated Subsidiaries Subsidiaries, respectively. (c) The unaudited consolidated pro forma balance sheets of any ma- terial part (i) Holdings, (ii) AcquisitionCo and (iii) the Company and its consolidated Subsidiaries, in each case, as of September 28, 1996, certified by a Responsible Officer of Holdings, AcquisitionCo and the Company, respectively (the "Pro Forma Balance Sheets"), copies of which have been furnished to each Lender, are the unaudited balance sheets of Holdings, AcquisitionCo and the Company and its business consolidated Subsidiaries, respectively, adjusted in each case to give effect (as if such events had occurred on such date) to (i) the Merger and each of the transactions contemplated by the Merger Agreement, (ii) the incurrence of the Loans and the issuance of the Letters of Credit to be incurred or property issued, as the case may be, on the Closing Date and no purchase or (iv) the incurrence of the Bridge Subordinated Debt and all 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 Indebtedness that the Company and its consolidated Subsidiaries at December 31expect to incur, and the payment of all amounts the Company and its consolidated Subsidiaries expect to pay, in connection with the Merger. The Pro Forma Balance Sheets, together with the notes thereto, were prepared based on good faith assumptions in accordance with GAAP and are based on the best information available to Holdings, AcquisitionCo and the Company, respectively, as of the date of delivery thereof, and reflect on a pro forma basis the financial position of Holdings, AcquisitionCo and the Company and its consolidated Subsidiaries, respectively, as of September 30, 1996, except as adjusted, as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion. (d) 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 reasonableabove, it being understood assuming that the projections therein contained events specified in the preceding sentence had actually occurred as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significantSeptember 30, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes1996.

Financial Condition. (a) The consolidated and consolidating balance sheets of the Company and its consolidated Consolidated Subsidiaries as at December 31February 3, 1996 and the related consolidated and consolidating statements of income income, retained earnings and changes in financial position (or of cash flows flow, as the case may be) of the Company and its Consolidated Subsidiaries for the fiscal year ended on such said date, reported on by with the opinion thereon (in the case of said consolidated balance sheet and statements) of Ernst & Young, a copy of which has been furnished to the Obligee, fairly and accurately present the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dateYoung LLP, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Consolidated Subsidiaries as at March 31August 3, 1997, 1996 and the related consolidated statements of income income, retained earnings and changes in financial position (or of cash flows for flow, as the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition case may be) of the Company and its con- solidated Consolidated Subsidiaries as at for the six-month period ended on such date, heretofore furnished to the Bank, are complete and correct and fairly present the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) All such consolidating 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 Officercondition, as the case may be, of the Company and its Consolidated Subsidiaries as disclosed thereinat said dates and the consolidated and consolidating results, as the case may be, of their operations for the fiscal year and six-month period ended on said dates (subject, in the case of such financial statements as at August 3, 1996, to normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis. Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, had on said dates any material Guarantee Obligationcontingent liabilities, contingent liability or liability liabilities for taxes, or any long-term lease or unusual for- ward forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including any interest rate except as referred to or foreign currency swap reflected or exchange transaction, which is not reflected provided for in the foregoing statements or in the notes thereto or in Schedule 4.1said balance sheets as at said dates. Since December 31August 3, 1996, other than with respect to the CAT Transaction, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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 adverse change in rela- tion to the consolidated financial condition condition, operations, business or prospects taken as a whole of the Company and its consolidated Consolidated Subsidiaries from that set forth in said financial statements as at December 31, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.said date. CREDIT AGREEMENT

Financial Condition. Company has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (ai) The the audited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at December March 31, 1996 1995 and the related consolidated statements of income income, stockholders' equity 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 Company and its Subsidiaries for the Fiscal Year then ended and (ii) the unaudited consolidated and Consolidating balance sheets of Company and its Subsidiaries as at such dateJune 30, 1995 and the related unaudited consolidated results and Consolidating statements of their operations income, stockholders' equity and their consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, a copy of which has been delivered to the Obligeewhere applicable, fairly and accurately presents the consolidated financial condition Consolidating basis) of the Company and its con- solidated Subsidiaries entities described in such financial statements as at such date, the respective dates thereof and the consolidated results of their operations and their consolidated cash flows (on a consolidated and, where applicable, Consolidating basis) of the entities described therein for each of the three monthsperiods then ended, then ended (subject subject, in the case of any such unaudited financial statements, 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 information presented in the footnotes to Company's audited financial statements. Company does not (and notes thereto, have been prepared in accordance with GAAP ap- plied consistently throughout will not following 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 Company nor any of its consolidated Subsidiaries had, at the date funding of the most recent balance sheet referred to above, initial Loans) have any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which commitment that is not reflected in the foregoing financial statements or in the notes thereto or or, following the funding of initial Loans, in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or financial statements required to be delivered pursuant to subsection 6.1 and which in any of its consolidated 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 such case is material in rela- tion relation to the consolidated business, operations, properties, assets, condition (financial condition or otherwise) or prospects of the Company and its consolidated Subsidiaries at December 31Subsidiaries, 1996, except taken as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretiona whole. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The audited consolidated balance sheets financial statements of Borrower as of the Company Fiscal Year ended March 31, 2020, as included in the Borrower’s Annual Report on Form 10-K filed with the SEC, and its the Borrower’s consolidated Subsidiaries as at quarterly financial statements for the Fiscal Quarter ending on or about December 31, 1996 and 2020, as included in the related consolidated statements of income and of cash flows for Borrower’s Quarterly Report on Form 10-Q filed with the fiscal year ended on such dateSEC (collectively, reported on by Ernst & Youngthe “Financial Statements”), a copy of which has been all heretofore furnished to the Obligee, fairly and accurately present 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 fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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 theretoLender, have been prepared in accordance with GAAP ap- plied (except in the case of quarterly statements, absent customary year-end adjustments) consistently applied throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as indicated are all true and correct in all material respects and present fairly the case may be, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, financial condition at the date of said financial statements and the most recent balance sheet referred to aboveresults of operations for the fiscal period then ending. The Borrower as of December 31, 2020, on a consolidated basis, did not have any material Guarantee Obligationsignificant liabilities, contingent liability or liability otherwise, including liabilities for taxes, Taxes or any long-term lease or unusual for- ward forward or long-term commitmentcommitments which were not disclosed by or reserved against in the Financial Statements, including and at the present time there are no material unrealized or anticipated losses from any interest rate unfavorable commitments of the Loan Parties. Except as disclosed on Schedule 4.6, as of the date of this Agreement, the Loan Parties do not know of any basis for the assertion against any of the Loan Parties of any liability or foreign currency swap or exchange transaction, which obligation of any nature whatsoever that is not reflected fully disclosed in the foregoing financial statements delivered pursuant to this Section 4.6 that, either individually or in the notes thereto or in Schedule 4.1. Since December 31aggregate, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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 could reasonably be expected 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 discretionhave a Material Adverse Effect. (db) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to On and as of the date hereof of this Agreement, and after giving effect to all Indebtedness (including the Loans) and Liens created by the Loan Parties in connection herewith, (i) was prepared in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control sum of the Company assets, at a fair valuation, of the Borrower (standing alone) and may be significantthe 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 thus no assurance can be given does or do not believe that it or they will incur, debts beyond its or their ability to pay such projections will be realizeddebts 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) presents fairlyright 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 material respectsthe facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotesor matured liability.

Financial Condition. (a) The consolidated balance sheets Seller has delivered to the Purchaser true and correct copies of the Company and its consolidated Subsidiaries following: the unaudited balance sheet of WAIG as at December of March 31, 1997, the audited balance sheet of WAIG as of March 31, 1996 and December 31, 1994, the related consolidated unaudited statements of income income, statements of retained earnings, and statements of cash flows of WAIG 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 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. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated audited statements of income income, statements of retained earnings and statements of cash flows for the three fifteen (15) months then endedended March 31, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date1996, and the consolidated 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 statement of retained earnings presents fairly the results of their operations of WAIG for the period indicated and their consolidated retained earnings as of the date indicated; and each such statement of cash flows for presents fairly the three months, then ended (subject information purported to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) All such be shown therein. The financial statements described referred to in clauses (a) and (b) above, including the related schedules and notes thereto, this Section 2.3 have been prepared in accordance with GAAP ap- plied generally accepted accounting principles consistently applied throughout the periods involved and are in accordance with the books and records of WAIG. Since March 31, 1997: (except for such inconsistencies as approved by such accountants a) There has at no time been a material adverse change in the financial condition, results of operations, business, properties, assets, liabilities, or, to the Seller's knowledge, the future prospects of WAIG. (b) WAIG has not authorized, declared, paid, or Respon- sible Officer, as the case may be, and as disclosed therein). Neither the Company nor effected any dividend or liquidating or other distribution in respect of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, capital stock or any long-term lease direct or unusual for- ward or long-term commitmentindirect redemption, including any interest rate or foreign currency swap or exchange transactionpurchase, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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 PersonWAIG. (c) which is material in rela- tion to the consolidated financial condition The operations and business of the Company and its consolidated Subsidiaries at December 31, 1996, except as described WAIG have been conducted in Schedule 4.1 or consented to all respects only in writing by the Obligee in its sole discretionordinary course. (d) The three-year Management Business Plan update for WAIG has not suffered an extraordinary loss (whether or not covered by insurance) or waived any right of substantial value. (e) WAIG has not paid any expense resulting from the period 1996-1998 delivered to preparation of, or the Obligee prior to the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonabletransactions contemplated by, this Agreement, it being understood that the projections therein contained 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 Seller, which materially and adversely affects or in the future (as far as the Seller can reasonably foresee) may materially and adversely affect the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of WAIG; PROVIDED, HOWEVER, that the Seller express no opinion as to future events are subject to certain uncertainties and contingencies which are beyond the control political or economic matters of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotesgeneral applicability.

Financial Condition. (a) The audited consolidated balance sheets of the Company Borrower and its consolidated Subsidiaries as at December 31August 30, 1996 2008, August 29, 2009 and August 28, 2010, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates (collectively, the “Historical Financials”), reported on by and accompanied by an unqualified report from Ernst & YoungYoung LLP, a copy of which has been furnished to the Obligee, present fairly and accurately present the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. (b) In the event the Issuance Date occurs after May 15, 1997: . The unaudited consolidated balance sheets sheet of the Company Borrower and its consolidated Subsidiaries as at March 31February 26, 19972011, and the related unaudited consolidated statements of income and cash flows for the three months then ended6-month period ended on such date (collectively, a copy of which has been delivered to the Obligee“Interim Financials”), present fairly and accurately presents in all material respects the consolidated financial condition of the Company Borrower and its con- solidated consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the three months, 6-month period then ended (subject to normal year-end audit adjustments) and a Responsible Officer has so certified to the Obligee. (c) ). All such financial statements described in clauses (a) and (b) abovestatements, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied applied consistently throughout the periods involved (except for such inconsistencies as approved by such the aforementioned firm of accountants or Respon- sible Officer, as the case may be, and as disclosed therein). Neither ) and the Company nor any of its omission in unaudited consolidated Subsidiaries had, at the date financial statements of the most recent balance sheet referred information and footnotes not required under GAAP to abovebe included in interim unaudited financial information. As of the Closing Date and except as set forth on Schedule 4.1, no Group Member has any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual for- ward forward or long-term commitmentcommitments, including any interest rate or foreign currency swap or exchange transactiontransaction or other obligation in respect of derivatives, which is that are not reflected in the foregoing most recent financial statements or referred to in this paragraph. During the notes thereto or in Schedule 4.1. Since December 31period from August 28, 1996, 2010 to and including the date hereof there has been no sale, transfer or other disposition or agreement therefor Disposition by the Company or any of its consolidated Subsidiaries Group Member of any ma- terial 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) 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 discretionproperty. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The Each of (i) the audited consolidated balance sheets sheet of Holdings and its Subsidiaries dated December 31, 20162021, and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet of Holdings and its Subsidiaries dated September 30, 2017March 31, 2022 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the nine fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as at December 31, 1996 the respective dates thereof and the related consolidated statements of 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 Company and its consolidated Subsidiaries as at such date, and the their consolidated results of their operations and their consolidated cash flows for the fiscal year respective periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee[Reserved.] (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 Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 199620162021, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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 discretionMaterial Adverse Effect. (d) The threeLoan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and (ii) as of the SecondThird Amendment Effective Date, have no other contingent liabilities or liabilities for long-year Management Business Plan update term leases or unusual forward or long-term commitments except for contingent liabilities or liabilities for long-term leases or unusual forward or long-term commitments that are reflected or reserved against in the period 1996-1998 financial statements referred to in Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Obligee prior to Administrative Agent represent the date hereof (i) was prepared in Parent Borrower’s best good faith upon estimate of future financial performance and are based on assumptions believed by the Company Parent Borrower to be reasonablefair and reasonable in light of current market conditions, it being understood acknowledged and agreed by the Administrative Agent and the Lenders that the projections therein contained as to future events are subject not to certain uncertainties be viewed as facts and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for during the period or periods covered by such projections may differ from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotesprojected results.

Financial Condition. (a) The Borrower has heretofore furnished to the Agent and each Lender an audited consolidated balance sheets sheet of the Company Borrower and its consolidated Subsidiaries Consolidated Entities as at December 31, 1996 1997 and the notes thereto and the related consolidated statements of income income, stockholders' equity and of cash flows for the fiscal year Fiscal Year then ended on such date, reported on as examined and certified by Ernst & YoungYoung LLP. Except as set forth therein, a copy of which has been furnished to such financial statements (including the Obligee, notes thereto) present fairly and accurately present the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries Consolidated Entities as at of the end of such date, Fiscal Year and the consolidated results of their operations and their consolidated cash flows the changes in its stockholders' equity for the fiscal Fiscal Year, all in conformity with GAAP applied on a Consistent Basis, subject however, in the case of unaudited interim statements to year then ended.end audit adjustments; (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March since December 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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 Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996, there has been no salematerial adverse change in the condition, transfer financial or other disposition or agreement therefor by otherwise, of the Company Borrower or any of its consolidated Consolidated Entities, or in the businesses, properties, performance, prospects or operations of the Borrower or any of its Consolidated Subsidiaries nor have such businesses or properties been materially adversely affected as a result of any ma- terial part fire, explosion, earthquake, accident, strike, lockout, combination of its business workers, flood, embargo or property and no purchase act of God; and (c) neither the Borrower nor any Consolidated Entity has any material Indebtedness, Guaranteed Obligations or other acquisition obligations or liabilities, direct or contingent, in an aggregate amount in excess of any business or property $300,000 other than (including any capital stock of any other Persona) which is material the liabilities reflected in rela- tion to such balance sheet and the consolidated financial condition notes thereto, (b) $567,750,000 aggregate principal amount of the Company Borrower's 3.25% Convertible Subordinated Debentures due 2003, (c) $250,000,000 aggregate principal amount of the Borrower's 6.875% Senior Notes due 2005 and its consolidated Subsidiaries at December 31, 1996, except as described in Schedule 4.1 or consented to in writing by $250,000,000 aggregate principal amount of the Obligee in its sole discretion.Borrower's 7.0% Senior Notes due 2005, (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realizedObligations arising under this Agreement, and (iie) presents fairly, liabilities incurred in all material respects, the actual results ordinary course of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotesbusiness.

Financial Condition. Company has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (ai) The the audited consolidated and consolidating balance sheets of the Company and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated statements of 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 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. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 19971995, and the related consolidated and consolidating statements of income income, stockholders' equity and cash flows of Company and its Subsidiaries for the three 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 nine months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, a copy of which has been delivered to the Obligeewhere applicable, fairly and accurately presents the consolidated financial condition consolidating basis) of the Company and its con- solidated Subsidiaries entities described in such financial statements as at such date, the respective dates thereof and the consolidated results of their operations and their consolidated cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the three monthsperiods then ended, then ended (subject subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments) . Company does not (and a Responsible Officer has so certified to will not following 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 Company nor any of its consolidated Subsidiaries had, at the date funding of the most recent balance sheet referred to above, initial Loans) have any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which commitment that 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 (financial or in Schedule 4.1otherwise) or prospects of Company or any of its Subsidiaries. 4.4 NO MATERIAL ADVERSE CHANGE; NO RESTRICTED JUNIOR PAYMENTS. Since December 31, 19961995, there no event or change has been no saleoccurred that has caused or evidences, transfer either in any case or other disposition or agreement therefor by in the aggregate, a Material Adverse Effect. Since December 31, 1995, neither Company or nor any of its consolidated Subsidiaries of has directly or indirectly declared, ordered, paid or made, or set apart any ma- terial part of its business sum or property and no purchase for, any Restricted Junior Payment or other acquisition of any business or property (including any capital stock of any other Person) which is material in rela- tion agreed to the consolidated financial condition of the Company and its consolidated Subsidiaries at December 31, 1996, do so except as described in Schedule 4.1 or consented to in writing permitted by the Obligee in its sole discretionsubsection 6.5. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The consolidated and consolidating balance sheets of the Company Parent and its consolidated Subsidiaries as at December 31of each Statement Date, 1996 and the related consolidated and consolidating statements of income income, consolidated cash flows, and of cash flows changes in the Parent’s stockholders’ equity for the fiscal year period ended on such dateeach Statement Date, reported on by Ernst & Young, a copy of which has been furnished to the ObligeeCredit Agent and Lenders, fairly and accurately present the consolidated financial condition of the Company Parent and its consolidated Subsidiaries as at such date, that Statement Date and the consolidated results of their operations and their consolidated cash flows for the fiscal year then endedperiod ended on that Statement Date. Borrower had, on each Statement Date, no known material liabilities, direct or indirect, fixed or contingent, matured or unmatured, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, those financial statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of Borrower except as previously disclosed to Credit Agent and Lenders in writing. Those financial statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved. Since the Audited Statement Date, there has been no material adverse change in the business, operations, assets or financial condition of Borrower and, if applicable, its Subsidiaries), nor is Borrower aware of any state of facts that (with or without notice or lapse of time or both) would or could result in any such material adverse change. All schedules and reports furnished by Borrower to Credit Agent and/or any Lender, including, without limitation, schedules of contingent liabilities and off balance sheet transactions, were true, accurate and complete, and did not omit any information necessary in order to make any provided information not misleading in any material respect. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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 Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof (i) was Base Line Projections were prepared in good faith upon assumptions believed by on the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control basis of the Company and may be significantassumptions stated therein (after giving pro forma effect to the CW Transaction), which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts, and thus no assurance can be given that such projections will be realizedrepresented, and (ii) presents fairly, in all material respectsat the time of delivery, the actual results of operations Parent’s (and, as relating to Borrower, Borrower’s) reasonable estimate of the Company respective and Subsidiar- ies for collective future financial performance of the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments Parent and the absence of footnotesits Subsidiaries.

Financial Condition. (a) The consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at December 31February 2, 1996 1997 and the related consolidated statements statement of income and of cash flows operations for the fiscal year ended on such date, reported on audited by Ernst Coopers & YoungLybr▇▇▇ ▇.▇.P., or any successor thereto, a copy of which has heretofore been furnished to the Obligeeeach Lender, present fairly and accurately present in accordance with GAAP 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 fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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 applied 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 Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or expressly permitted to be incurred hereunder. (b) The unaudited consolidated balance sheets of the Company as at August 3, 1997, certified by a Responsible Officer of the Company, copies of which have heretofore been furnished to each Lender, present fairly in Schedule 4.1accordance with GAAP the financial position of the Company and its consolidated Subsidiaries as at such dates. Since December 31Such balance sheets, 1996including the related schedules and notes thereto, there has have been prepared in accordance with GAAP (except as approved by such Responsible Officer and disclosed therein). The Company and its consolidated Subsidiaries did not have at the date of such balance sheets, any material Contingent Obligation, contingent liability or liability for taxes, or any long-term 50 45 lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency exchange transaction, which is not reflected in such balance sheets or in the notes thereto. During the period from August 3, 1997 to the Closing Date, no sale, transfer dividends or other disposition distributions have been declared, paid or agreement therefor made upon the Capital Stock of the Company or any of its consolidated Subsidiaries nor has any of the Capital Stock of the Company or any of its consolidated Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by the Company or any of its consolidated Subsidiaries of any ma- terial part of its business or property and no purchase or other acquisition of any business or property Subsidiaries, respectively, except as permitted by subsection 8.11. (including any capital stock of any other Personc) which is material in rela- tion to the The unaudited consolidated financial condition pro forma balance sheet of the Company and its consolidated Subsidiaries as at December 31the Closing Date, 1996, except as described in Schedule 4.1 or consented to in writing certified by the Obligee in its sole discretion. (d) 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 a Responsible Officer of the Company (the "Pro Forma Balance Sheet"), a copy of which has heretofore been furnished to be reasonableeach Lender, it being understood that is the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control unaudited balance sheet of the Company and may be significantits consolidated Subsidiaries, and thus no assurance can be given that adjusted to give effect (as if such projections will be realizedevents had occurred on such date, and but excluding any purchase accounting adjustments) to (i) the Transaction, (ii) presents fairlyand the issuance of the Letters of Credit to be incurred or issued, in as the case may be, on the Closing Date and (iii) the incurrence of all material respects, the actual results of operations of Indebtedness that the Company and Subsidiar- ies for its consolidated Subsidiaries expects to incur, and the period from January 1payment of all amounts the Company and its consolidated Subsidiaries expects to pay, 1996 through in connection with the date thereofTransaction. The Pro Forma Balance Sheet, together with the notes thereto, was prepared based on good faith assumptions in accordance with GAAP, subject excluding any purchase accounting adjustments, and is based on the best information available to recurring year-end audit adjustments the Company and its consolidated Subsidiaries as of the absence date of footnotesdelivery thereof, and reflects on a pro forma basis the financial position of the Company and its consolidated Subsidiaries as of the Closing Date as adjusted, as described above, assuming that the events specified in the preceding sentence had actually occurred at the Closing Date.

Financial Condition. (a) The Each of (i) the consolidated balance sheets sheet of the Company USANi and its consolidated Subsidiaries subsidiaries as at December 31, 1996 1996, and the related consolidated statements of income income, retained earnings and changes in financial position of cash flows USANi and its consolidated subsidiaries for the fiscal year Fiscal Year ended on such date, reported on audited by and with the opinion thereon of Ernst & YoungYoung LLP, a copy the independent auditors of which has been furnished to USANi, (ii) the Obligee, fairly and accurately present the unaudited consolidated financial condition balance sheet of the Company USANi and its consolidated Subsidiaries subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31September 30, 1997, and the related consolidated statements of income income, retained earnings and cash flows changes in financial position for the three months then endedthree-Fiscal Quarter period ended on such date and (iii) the financial statements for USA Networks and Universal Television Group contained in Appendix H and Appendix I, a copy respectively, of the Proxy Statement of USANi dated January 12, 1998, each of which has been delivered heretofore furnished to the ObligeeAdministrative Agent and each of the Lenders, are complete and correct and fairly and accurately presents present in all material respects the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such dateUSANi, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to 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 USA Networks or Respon- sible OfficerUniversal Television Group, as the case may be, and its consolidated subsidiaries as disclosed thereinat such dates and the consolidated results of their operations for such Fiscal Year or period, as the case may be, ended on such dates, all in accordance with GAAP applied on a consistent basis subject, in the case of clause (ii), to normal yearend adjustments. Neither the Company USANi nor USA Networks nor Universal Television Group nor any of its their consolidated Subsidiaries had, at the subsidiaries had on either such date of the most recent balance sheet referred to above, any material Guarantee Obligationcontingent liabilities, contingent liability or liability liabilities for taxes, or any long-term lease or unusual for- ward forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including any interest rate except as referred to or foreign currency swap reflected or exchange transaction, which is not reflected provided for in the foregoing statements or in the notes thereto or in Schedule 4.1such balance sheets as at such dates. Since December 31, 1996, there has been no salematerial adverse effect on the business, transfer operations or other disposition or agreement therefor by the Company or any of its consolidated 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 (A) USANi and its consolidated Subsidiaries at December 31, 1996, (including the Home Shopping Persons) taken as a whole or (B) the Acquired Assets (excluding the Home Shopping Persons) taken as a whole (in such case except as described disclosed in Schedule 4.1 any SEC Report of USANi or consented to in writing by the Obligee in its sole discretion. (d) The three-year Management Business Plan update for the period 1996-1998 Information Memorandum delivered to the Obligee Lenders prior to the date hereof hereof). (b) The Borrower has heretofore furnished to the Lenders a pro forma combined consolidated and a pro forma combining consolidating balance sheet for USANi, the Borrower and their respective Subsidiaries as of September 30, 1997, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma balance sheets (i) was have been prepared in good faith upon assumptions faith, (ii) are based on the best information available to USANi and the Borrower, (iii) accurately reflect all material adjustments believed by the Company Borrower and USANi necessary to be reasonable, it being understood that give effect to the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, Transactions and (iiiv) presents fairlyfairly present, in all material respects, the actual results pro forma financial position of operations USANi and the Borrower and such Subsidiaries as of September 30, 1997, as if the Company and Subsidiar- ies for Transactions had occurred on such date. The historical financial information used in the period from January 1, 1996 through the date thereof, preparation of such pro forma balance sheets was prepared in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotesGAAP applied on a consistent basis.

Financial Condition. (a) The condensed, consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Ernst Deloitte & YoungTouche LLP, a copy copies of which has have heretofore been furnished to the Obligeeeach Lender, are complete and correct and present fairly and accurately present 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 fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: . The unaudited condensed, consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at March 31September 30, 1997, 1997 and the related unaudited consolidated statements of income and of cash flows for the three months then endednine-month period ended on such date, certified by a copy Responsible Officer, copies of which has have heretofore been delivered furnished to the Obligeeeach Lender, are complete and correct and present fairly and accurately presents the consolidated financial condition of the Company and its con- solidated consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, nine-month period then ended (subject to normal year-end audit adjustments) and a Responsible Officer has so certified to the Obligee. (c) ). All such financial statements described in clauses (a) and (b) abovestatements, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied applied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Responsible Officer, as the case may be, and as disclosed therein). . (b) Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since thereto. (c) During the period from December 31, 19961996 to and including the date hereof, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated Subsidiaries of any ma- terial 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) which is material in rela- tion relation 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. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Company Borrower and its consolidated Subsidiaries as at of December 3129, 1996 and the related audited consolidated statements of income earnings and statements of cash flows for the fiscal year years ended on such dateDecember 29, reported on by Ernst & Young1996, a copy of which has December 31, 1995, January 1, 1995 and December 31, 1993 have heretofore been furnished to each Lender. Such financial statements (including the Obligee, fairly and accurately present 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 fiscal year then ended.notes thereto) (bi) In the event the Issuance Date occurs after May 15have been audited by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustmentsii) 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 consistently, applied throughout the periods involved covered thereby and (except iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of such date and for such inconsistencies periods. The unaudited interim balance sheets of the Borrower and its Subsidiaries as approved by such accountants or Respon- sible Officer, as at the case may beend of, and as disclosed therein)the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after December 29, 1996 and prior to the Closing Date have heretofore been furnished to each Lender. Neither the Company nor any of its consolidated Subsidiaries hadSuch interim financial statements for each such quarterly period, at the date (i) have been prepared in accordance with Regulation S-X of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected Securities and Exchange Commission consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the foregoing statements or in footnotes to such financial statements) the notes thereto or in Schedule 4.1consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of such date and for such periods. Since December 31During the period from October 1, 19962000 to and including the Third Amendment Effective Date, there has been no sale, transfer or other disposition or agreement therefor by the Company Borrower or any of its consolidated Subsidiaries of any ma- terial material part of its the business or property of the Borrower and its 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 Personperson) which is material in rela- tion relation to the consolidated financial condition of the Company Borrower 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. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.its

Financial Condition. (a) The consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young, a copy of which Borrower has been furnished heretofore delivered to the ObligeeLenders, fairly and accurately present at the consolidated financial condition of the Company and its consolidated Subsidiaries Lenders’ request, the, as at such dateapplicable, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The audited or unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31sheets, 1997, and the related consolidated statements of income and cash flows of the Borrower and its subsidiaries as at and for the three months then endedFiscal Year ended December 31, a copy 2015 and for the Fiscal Quarter ended September 30, 2016, it being understood and agreed that the filing of which has been delivered 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. Subject, in the case of such unaudited statements, to the Obligee, fairly absence of footnotes and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal customary year-end audit adjustments, all such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated basis) and a Responsible Officer has so certified to of the Obligee. (c) All 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 in clauses (a) and (b) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied consistently throughout therein for each of 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)then ended. Neither the Company Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, has any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitmentcommitment not incurred in the ordinary course of business that as of the Closing Date, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing 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, 2015 or in the notes thereto or in Schedule 4.1. Since December 31Borrower’s unaudited consolidated balance sheets, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any statements of its consolidated Subsidiaries of any ma- terial part of its business or property income 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 cash flows of the Company Borrower and its consolidated Subsidiaries subsidiaries as at December 31the Fiscal Quarter ended September 30, 19962016 or the notes thereto, except as or described in Schedule 4.1 or consented 7.1, that would reasonably be expected to in writing by the Obligee in its sole discretionhave a Material Adverse Effect. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young, a copy of which Borrower has been furnished heretofore delivered to the ObligeeLenders, fairly and accurately present at the consolidated financial condition of the Company and its consolidated Subsidiaries Lenders’ request, the, as at such dateapplicable, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The audited or unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31sheets, 1997, and the related consolidated statements of income and cash flows of the Borrower and its subsidiaries as at and for the three months then endedFiscal Year ended December 31, a copy 2024 and for the Fiscal Quarter ended March 31, 2025, it being understood and agreed that the filing of which has been delivered 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. Subject, in the case of such unaudited statements, to the Obligee, fairly absence of footnotes and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal customary year-end audit adjustments, all such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated basis) and a Responsible Officer has so certified to of the Obligee. (c) All 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 in clauses (a) and (b) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied consistently throughout therein for each of 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)then ended. Neither the Company Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, has any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitmentcommitment not incurred in the ordinary course of business that as of the Closing Date, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing 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 notes thereto or in Schedule 4.1. Since December 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, 19962025 or the notes thereto, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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 7.01, that would reasonably be expected to in writing by the Obligee in its sole discretionhave a Material Adverse Effect. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The Borrower has heretofore delivered or made available to the Lenders, at the Lenders’ request, the audited consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31sheets, 1996 and the related consolidated statements of 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 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. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company Borrower and its con- solidated Subsidiaries as at such dateand for the Fiscal Year ended December 31, 2009, and the unaudited consolidated results balance sheets, statements of their operations income and their consolidated cash flows of the Borrower and its Subsidiaries as at and for the three monthsFiscal Year ended December 31, then ended 2010. All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (subject to normal year-end adjustmentson a consolidated basis) and a Responsible Officer has so certified to of the Obligee. (c) All 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 in clauses (a) and (b) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied consistently throughout therein for each of 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)then ended. Neither the Company Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, has any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitmentcommitment not incurred in the ordinary course of business that (a) as of the Closing Date, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing 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, 2010 or the notes thereto, or described in Schedule 6.1, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (b) as of any Funding Date subsequent to the 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 that, individually or in Schedule 4.1. Since December 31the aggregate, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated 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 could reasonably be expected 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 discretionhave a Material Adverse Effect. (d) 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 to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.