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. (a) The consolidated balance sheets of the Company and its consolidated Subsidiaries as at of December 31, 1996 2003 and December 31, 2004 and the related consolidated statements of income and of income, cash flows and stockholders’ equity of the Company and its Subsidiaries for the fiscal year years ended on such datesaid dates, reported on by with the opinion thereon of Ernst & YoungYoung LLP, a copy of which has been heretofore furnished to each of the ObligeeLenders, are complete and correct and fairly and accurately present the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, said dates and the consolidated results of their operations and their consolidated cash flows for the fiscal year then endedended on said dates, all in accordance with generally accepted accounting principles. Neither the Company nor any of its Subsidiaries had on said dates any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheet as at said dates. (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 June 30, 1997, 2005 and the related consolidated statements of income and income, cash flows and stockholders’ equity of the Company and its Subsidiaries for the three months then endedsix-month period ended on said date, a copy heretofore furnished to each of which has been delivered to the ObligeeLenders, are complete and correct and fairly and accurately presents present the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, said date and the consolidated results of their operations and their consolidated cash flows for the three monthssix-month period ended on said date, 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 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)generally accepted accounting principles. Neither the Company nor any of its consolidated Subsidiaries had, at the had on said date of the most recent balance sheet referred to above, any material Guarantee Obligationcontingent liabilities, contingent liability or liability material liabilities for taxes, or any long-term lease or material unusual for- ward forward or long-term commitmentcommitments or material 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 4.1. said balance sheet as at said date. (c) Since December 31, 19962004, 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 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 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. (a) The consolidated balance sheets sheet of the Company Kimco and its consolidated Subsidiaries subsidiaries as at December 31, 1996 2007 and the related consolidated statements of income and of cash flows for the respective fiscal years ended on such dates, reported on by PricewaterhouseCoopers, LLP, copies of which have heretofore been furnished to the Lenders, are complete and correct and present fairly the consolidated financial condition of Kimco and its subsidiaries as at such dates, as applicable and the consolidated results of their operations and their consolidated cash flows for the applicable fiscal year then ended. The unaudited consolidated balance sheet of Kimco and its subsidiaries as at June 30, 2008 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, reported on certified by Ernst & Younga Responsible Officer of Kimco, a copy copies of which has have heretofore been furnished to the ObligeeLenders, are complete and correct and present fairly and accurately present the consolidated financial condition of the Company Kimco 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 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, three-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 involved. Except as approved by such accountants or Respon- sible Officerset forth on Schedule 4.1, as the case may be, and as disclosed therein). Neither the Company neither Kimco nor any of its consolidated Subsidiaries hadthe Consolidated Entities has, at the date of the most recent balance sheet referred to aboveEffective Date, any material Indebtedness, 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 thereto, other than Indebtedness and Guarantee Obligations incurred in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by connection with 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 discretionTransactions. (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 credit rating 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 footnotesKimco's unsecured debt is not less than BBB-/Baa3.

Financial Condition. (a) The Obligors have heretofore furnished to each of the Lenders the consolidated and consolidating balance sheets of the Company and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated and consolidating statements of income income, retained earnings and cash flow of cash flows 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 Arthur Andersen L.L.P., and the unaudited consolidated and consolida▇▇▇▇ ▇a▇▇▇▇▇ ▇▇eets of the Company and its Subsidiaries as at July 31, 1997 and the related consolidated and consolidating statements of income and retained earnings of the Company and its Subsidiaries for the seven-month period ended on such date, reported on by Ernst & Young, a copy of which has been furnished to the Obligee, . All such financial statements are complete and correct and fairly and accurately present the consolidated financial condition of the Company Obligors, and its consolidated Subsidiaries (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Obligors, as at such date, said dates and the consolidated and unconsolidated results of their operations and their consolidated cash flows for the fiscal year then ended. and seven-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 July 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 audit adjustments) ), all in accordance with generally accepted accounting principles and practices applied on a Responsible Officer has so certified to consistent basis, except as otherwise indicated in the Obligee. (c) All such financial statements described in clauses (a) and (b) above, including the related schedules and notes thereto. None of the Obligors has on the date hereof any material contingent liabilities, have been liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, in each case, of a type required to be reflected in a balance sheet prepared in accordance with GAAP ap- plied consistently throughout the periods involved (GAAP, 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 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 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 and its consolidated Subsidiaries Obligors 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 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. 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 consolidated balance sheets sheet of the Company Kimco and its consolidated Subsidiaries subsidiaries as at December 31, 1996 2006 and December 31, 2005 and the related consolidated statements of income and of cash flows for the respective fiscal years ended on such dates, reported on by PricewaterhouseCoopers, LLP, copies of which have heretofore been furnished to the Lenders, are complete and correct and present fairly the consolidated financial condition of Kimco and its subsidiaries as at such dates, as applicable and the consolidated results of their operations and their consolidated cash flows for the applicable fiscal year then ended. The unaudited consolidated balance sheet of Kimco and its subsidiaries as at June 30, 2007 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, reported on certified by Ernst & Younga Responsible Officer of Kimco, a copy copies of which has have heretofore been furnished to the ObligeeLenders, are complete and correct and present fairly and accurately present the consolidated financial condition of the Company Kimco 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 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, three-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 involved. Except as approved by such accountants or Respon- sible Officerset forth on Schedule 4.1, as the case may be, and as disclosed therein). Neither the Company neither Kimco nor any of its consolidated Subsidiaries hadthe Consolidated Entities has, at the date of the most recent balance sheet referred to aboveEffective Date, any material Indebtedness, 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 in thereto. Except as set forth on Schedule 4.1. Since , during the period from December 31, 1996, 2006 to and including the Effective Date there has been no sale, transfer or other disposition or agreement therefor by the Company Kimco or any of its consolidated Subsidiaries the Consolidated Entities 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 Kimco and the Company and its consolidated Subsidiaries Consolidated Entities at December 31, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion2006. (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 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 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. (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. (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. (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. (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 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. Company has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (ai) The the audited consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31January 28, 1996 and the related consolidated statements of income operations, 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 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 balance sheets of the Company and its consolidated Subsidiaries as at March 31April 21, 19971996, July 14, 1996 and October 6, 1996, and the related consolidated statements of income operations, stockholders' equity and cash flows of Company and its Subsidiaries for the three months fiscal quarters then ended, a copy and (iii) the unaudited consolidated balance sheets 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 dateNovember 3, 1996, December 1, 1996, December 29, 1996, and March 2, 1997 and the related consolidated statements of operations, stockholders' equity and cash flows of Company and its Subsidiaries for the fiscal month then ended and for the fiscal year-to-date fiscal periods then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated basis) of the entities described in such financial statements as at the respective dates thereof and the 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 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 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 98 otherwise) or prospects of the Company and its consolidated Subsidiaries at December 31Loan Parties, 1996taken as a whole, 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 and may be significant, and thus no assurance can be given that such projections will be realized, Obligations and (ii) presents fairlycontingent obligations or liabilities for taxes, 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 yearlong-end audit adjustments and the absence of footnotesterm leases or forward or long-term commitments disclosed on Schedule 5.3 annexed hereto.

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 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 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 December 31, 1997, and the related unaudited consolidated and Consolidating statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for the six months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, 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 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 date, and the consolidated results of their operations and their consolidated cash flows for the three monthsFiscal Year ended December 31, then ended 2012. 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, 2012 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.

Financial Condition. (ai) The audited consolidated balance sheets financial statements of the Company and its Subsidiaries dated December 28, 2002, and the related consolidated statements of income or operations, shareholders' equity and cash flows for the fiscal year then ended: (1) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (2) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and the results of their operations for the period covered thereby; and (3) except as specifically disclosed in Schedule 6.11, show all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as at of the date thereof, including liabilities for taxes, material commitments and Contingent Obligations. (ii) Since December 3128, 1996 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date2002, reported on by Ernst & Young, a copy of which there has been furnished to no material adverse change in, or material adverse effect upon, the Obligeeoperations, fairly and accurately present the consolidated business, properties, assets, liabilities (actual or contingent), condition (financial condition or otherwise) or prospects of the Company and its consolidated Subsidiaries taken as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then endeda whole. (bi) In the event the Issuance Date occurs after May 15, 1997: The unaudited audited consolidated balance sheets financial statements of the Company NICC and its consolidated Subsidiaries as at March 31dated September 29, 19972002, and the related consolidated statements of income or operations, shareholders' equity and cash flows for the three months period then ended: (1) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, a copy of which has been delivered to except as otherwise expressly noted therein; (2) fairly present the Obligee, fairly and accurately presents the consolidated financial condition of the Company NICC and its con- solidated Subsidiaries as at such date, of the date thereof and the consolidated results of their operations and their consolidated cash flows for the three monthsperiod covered thereby; and (3) except as specifically disclosed in Schedule 6.11, then ended show all material indebtedness and other liabilities, direct or contingent, of NICC and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Contingent Obligations. (subject to normal year-end adjustmentsii) Since September 29, 2002, there has been no material adverse change in, or material adverse effect upon, the operations, business, properties, assets, liabilities (actual or contingent), condition (financial or otherwise) or prospects of NICC and its Subsidiaries taken as a Responsible Officer has so certified to the Obligeewhole. (c) All such financial statements described in clauses (a) and (b) aboveSince the Third Amendment Effective Date, 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 no event has occurred which has had, at the date of the most recent balance sheet referred or is reasonably likely to abovehave, 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 discretiona 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 to the Agent, the Board, the Loan Administrator, the Lenders and the Supplemental Guarantor the following financial statements and information: (i) the audited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries Borrower 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 the Borrower for the Fiscal Year then ended and (ii) the unaudited consolidated balance sheet of the Borrower as at September 30, 2003 and the related unaudited consolidated statements of income, stockholders' equity and cash flows of the Borrower for the three months then ended, a copy of which has been delivered to the Obligee, . All such consolidated statements were prepared in conformity with GAAP consistently applied and fairly and accurately presents present the consolidated financial condition position of the Company and its con- solidated Subsidiaries Borrower as at such date, the respective dates thereof and the consolidated results of their operations and their consolidated cash flows of the Borrower for each of the three months, periods then ended (subject subject, in the case of the unaudited consolidated statements, 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 footnotesnotes thereto. Except as disclosed in writing to the Agent and the Board prior to the date of this Agreement and set forth on Schedule 4.3, neither the Borrower nor any of its Subsidiaries has any material contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing consolidated financial statements or in the most recently delivered consolidated financial statements delivered pursuant to Section 5.1(b)(i)(A) or (ii) or the notes thereto and which in any such case is material in relation to the business, operations, properties, prospects or condition (financial or otherwise) of the Borrower. (b) Any projections and pro forma financial information contained in the Application and the projections and pro forma financial information delivered to the Lenders and the Board pursuant to Section 3.1(k) are reasonable and based upon assumptions stated therein which were believed by the Borrower to be reasonable at the time made (or as of the Closing Date in the case of the projections and pro forma financial information delivered pursuant to Section 3.1(k)), it being recognized by the Board and the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. (c) The Borrower and its Subsidiaries maintain, in accordance with sound business practices and applicable law and rules and regulations issued by any Governmental Authority (i) a system of accounting, which includes maintenance of proper books and records, that permits preparation of financial statements in conformity with GAAP and provides reasonable assurances that (A) transactions are executed in accordance with management's general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management's general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (ii) effective disclosure controls and procedures designed to ensure that material information relating to the Borrower and its Subsidiaries is made known to Responsible Officers of the Borrower in a timely manner.

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. (a) The audited consolidated balance sheets of Borrower as of the Company and its consolidated Subsidiaries as at Fiscal Year ended 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, 19972005, and the related consolidated statements of income operation, stockholders equity and cash flows (including supporting footnote disclosures) for the three months fiscal years then ended, a copy with the opinion of which has been delivered ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP (collectively, the “Financial Statements”), all heretofore furnished 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 theretoAdministrative Agent, have been prepared in accordance with GAAP ap- plied 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 above, results of operations for the fiscal period then ending. The Credit Parties as of such date 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 Credit Parties. All such Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved. As of the date of this Agreement, the Borrower does not know of any basis for the assertion against it or foreign currency swap any of the Credit Parties of any liability 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 which, 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 could reasonably be expected to be material in rela- tion to the consolidated financial condition of the Company and its consolidated Subsidiaries at December 31, 1996, except Credit Parties taken as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretiona whole. (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) being incurred or assumed and Liens created by the Credit Parties in connection therewith, (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 (on a stand-alone basis) and may be significantof the Credit Parties (taken as a whole) will exceed its or their respective debts, (ii) the Borrower (on a stand-alone basis) and the Credit Parties (taken as a whole) has or 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 respective ability to pay such projections will be realizeddebts as such debts mature, and (iii) the Borrower (on a stand-alone basis) and the Credit Parties (taken as a whole) will have sufficient capital with which to conduct its or their respective businesses. For purposes of this Section 7.6(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, disputed, undisputed, 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, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all 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 and consolidating balance sheets of the Company Borrower and its consolidated Subsidiaries as at December 31, 1996 2022 and December 31, 2021, 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, 19962022 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 Predecessor Company and its consolidated Subsidiaries as at December 31April 30, of each of 1995, 1996 and 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 heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the Obligee, fairly and accurately present the consolidated financial condition of the Predecessor Company and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their consolidated its 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 Predecessor Company and its consolidated Subsidiaries as at March July 31, 1997, 1997 and the related consolidated unaudited statements of income and of cash flows for the three months then endedthree-month period ended on such date (such statements include the deferred revenue report dated September 20, 1997), certified by a copy Responsible Officer, copies of which has have heretofore been delivered furnished to each Lender, are, in management's reasonable judgment, complete and correct in all material respects and present fairly in all material respects the Obligee, fairly and accurately presents the consolidated financial condition of the Predecessor Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their its operations and their consolidated its cash flows for the three months, three-month period then ended (subject to normal year-end adjustments) audit adjustments and a Responsible Officer has so certified to the Obligeeabsence of footnote disclosure). (c) All such financial statements described referred to in clauses (asubsection 3.1(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 Responsible Officer, as the case may be, and as disclosed thereintherein and except that the unaudited financial statements referred to in subsection 3.1(b) may not be accompanied by notes thereto). Neither the The Predecessor Company nor any of its consolidated Subsidiaries haddid not have, 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 4.1thereto. Since December 31During the period from April 30, 1996, 1997 to and including the date hereof there has been no sale, transfer or other disposition by Holdings (with the exception of the Contemplated Transactions) 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 Holdings or the Company and its consolidated Subsidiaries Company, as the case may be, at December 31April 30, 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 unaudited pro forma balance sheet of the Predecessor Company as at July 31, 1997, and the related unaudited pro forma statements of income and of cash flows for the period 1996-1998 delivered three months ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Obligee prior to the date hereof (i) was each Lender, have been prepared in good faith upon based on reasonable assumptions believed by for the purposes of fairly presenting the pro forma financial condition of the Predecessor Company as at such date after giving effect to be reasonable(i) the Recapitalization, it being understood that (ii) the projections therein contained payment of estimated fees and expenses, financing costs and distributions related to the transactions contemplated hereby and thereby and (iii) the making of the Loans on the Original Closing Date in accordance with this Agreement, as if all such transactions described in clauses (i) through (iii) had occurred on such date. (e) Immediately prior to future events are subject the transfer of the Predecessor Company's assets 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 respectsthe completion of the other Contemplated Transactions, 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 footnotesshall have no material assets or liabilities.

Financial Condition. Company has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (ai) The the consolidated balance sheets sheet of the Company Stanadyne and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated statements of income income, changes in stockholders' equity and of cash flows of Stanadyne and its Subsidiaries for the fiscal year Fiscal Year then ended on such date, reported on by Ernst & Young, a copy and (ii) the unaudited consolidated balance sheet of which has been furnished to the Obligee, fairly and accurately present the consolidated financial condition of the Company Stanadyne and its consolidated Subsidiaries as at such dateSeptember 30, 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, 1997 and the related unaudited consolidated statements of income income, changes in stockholders' equity and cash flows of Stanadyne and its Subsidiaries for the three nine 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 months, periods then ended (ended; any such unaudited financial statements may be prepared without footnotes and other presentation items and shall be subject to changes resulting from normal year-end adjustments. Stanadyne does not (and will not following the funding of the initial Loans) 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 any Contingent Obligation (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as Contingent Obligations incurred in the case may be, and as disclosed thereinordinary course of business). 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 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 Stanadyne 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. (ai) The consolidated balance sheets sheet of the Company and its consolidated the Subsidiaries as at of December 31, 1996 and the related 1998, 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 Arth▇▇ ▇▇▇e▇▇▇▇ & Young▇o., 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 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, 19971999 and June 30, 1999, 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 ObligeeAgent and the Banks, 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. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by thereto. (iii) The unaudited pro forma combined balance sheets of the Company or any as of its consolidated Subsidiaries June 30, 1999, together with the unaudited pro forma combined statements of any ma- terial part income 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 the Company for the related periods ending June 30, 1999, in rela- tion each case after giving effect to the Initial Transactions, heretofore delivered to the Agent and the Banks, fairly present the pro forma consolidated financial condition of the Company and its consolidated the Subsidiaries at December 31, 1996, except and the results of their operations as described in Schedule 4.1 or consented to in writing by of the Obligee in its sole discretion. (d) The three-year Management Business Plan update dates and for the period 1996-1998 delivered periods referred to (in each case after giving effect to the Obligee prior to Initial Transactions). As of the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonableEffective Date, it being understood that the projections therein contained as to future events there are subject to certain uncertainties and contingencies which are beyond the control no material liabilities, direct or indirect, fixed or contingent, 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 any of the Company and Subsidiar- ies for Subsidiaries as of the period dates of such financial statements which are not reflected therein or in the notes thereto. (iv) Since June 30, 1999, there has been no Material Adverse Change. (v) Since June 30, 1999, there has not occurred any fact, event or condition which could have a Material Adverse Effect from January 1, 1996 through that reflected in the date thereof, pro forma financial statements referred to in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotesclause (iii) above.

Financial Condition. The Company has heretofore furnished to each of the Lenders the following financial statements: (ai) The the audited consolidated balance sheets of the Company and its consolidated Consolidated Subsidiaries as at December 31, 1996 2000 and December 31, 2001, respectively, and the related audited consolidated statements of income operations, capital accounts 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 Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended.years ended on said respective dates, with the opinion thereon of KPMG Peat Marwick LLP; and (bii) 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 31, 1997, 2002 and the related unaudited consolidated statements of income operations, capital accounts and cash flows of the Company and its Consolidated Subsidiaries for the three months then ended, a copy of which has been delivered to month period ended on said date. Such financial statements are complete and correct and fairly present the Obligee, fairly and accurately presents the respective consolidated actual financial condition of the Company and its con- solidated Subsidiaries Consolidated Subsidiaries, as at such date, said date and the actual consolidated results of their operations and their consolidated cash flows for the three monthsfiscal year ended on said date, 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 all in accordance with GAAP ap- plied consistently throughout generally accepted accounting principles and practices of the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may be, United States of America applied on a consistent basis; and as disclosed therein). Neither neither the Company nor any of its consolidated Subsidiaries had, at had on the date of the most recent balance sheet referred to above, thereof 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 date. Since December 31, 1996, there There has been no salematerial adverse change in the Property, transfer business, operations, financial condition, liabilities 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 capitalization of the Company and its consolidated Consolidated Subsidiaries at taken as a whole since the last day of the fiscal year of the Company as to which financial statements have most recently been delivered pursuant to Section 6.01(b) (or, if no such financial statements have yet been delivered, since December 31, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion2001). (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 Borrowers have heretofore delivered to Lenders, at Lenders’ request, the following financial statements and information: (ai) The the audited consolidated balance sheets of the Company LVSI and its consolidated Subsidiaries as at each of 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 date2004, 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, 19972005, and the related consolidated statements of income, stockholders’ or members’ equity and cash flows of LVSI and its Subsidiaries for the Fiscal Years then ended; and (ii) the unaudited consolidated balance sheets of LVSI and its Subsidiaries as at March 31, 2006, June 30, 2006 and September 30, 2006 and the related unaudited consolidated statements of income and cash flows of LVSI and its Subsidiaries for each such three-month period then ended. The Borrowers have heretofore delivered the quarterly report on Form 10-Q for the three months quarter ending September 30, 2006, of LVSC filed with the Securities and Exchange Commission which includes a condensed consolidating financial information note that contains a column covering the Borrowers and the Subsidiary Guarantors under the title “Guarantor Subsidiaries” set forth in the notes to the Financial Statements contained in LVSC’s quarterly report on Form 10-Q). All such statements and schedules were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated and, to the extent expressly provided hereinabove, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, to the extent expressly provided hereinabove, consolidating 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 . As of the Obligee. (c) All such financial statements described in clauses (a) and (b) abovedate hereof, 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 obligations under the case may beOperative Documents, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at the date guarantees of the most recent balance sheet referred to aboveLVSC Notes, the Borrowers do not (and will not following the funding of the 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 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, financial condition or prospects of the Company Borrowers and its consolidated their 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 balance sheets sheet of the ------------------- Company and its consolidated Subsidiaries as at December 31, 1996 1995 and the related consolidated statements of income and of retained earnings and changes in 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 Lender, are complete and correct and present fairly and accurately present in accordance with GAAP the consolidated financial condition position 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 31, 19971996, and the related unaudited consolidated statements of income and retained earnings and changes in cash flows for the three months then endedthree-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 in accordance with GAAP the consolidated financial condition position 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, three-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 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 thereto. Except as set forth on Schedule 4.1. Since 5.1, during the period from December 31, 1996, 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 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 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. 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. 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 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 audited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries Borrower as at December 31, 1996 1999, and the related audited consolidated statements of income operations, changes in stockholders' equity and statements of cash flows for the fiscal year ended on such date, reported on certified by Ernst & Youngthe Accountants and to the best of his knowledge by a Responsible Officer of the Borrower, a copy copies of which has have heretofore been furnished to the Obligeeeach Lender, present fairly and accurately present the consolidated financial condition of the Company and its consolidated Subsidiaries Borrower as at such datedate in all material respects, and the consolidated results of their its operations and their consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: ended in all material respects. The unaudited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries Borrower as at March 31June 30, 1997, 2000 and the related unaudited consolidated statements of income operation and cash flows for the three months then endedsix-month period ended on such date, certified to the best of his knowledge by a copy Responsible Officer of the Borrower copies of which has have heretofore been delivered furnished to the Obligeeeach Lender, present fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries Borrower as at such datedate in all material respects, and the consolidated results of their its operations and their its consolidated cash flows for the three months, six-month period then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) ended. All such financial statements described in clauses (a) and (b) abovethe "Financial Statements"), 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 Accountants or Respon- sible OfficerResponsible Officers, as the case may be, and as disclosed thereintherein and for the absence of notes). Neither the Company nor any of its The Borrower, on a consolidated Subsidiaries basis, had, at the date of the most recent balance sheet referred to above, any no 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 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 relation to the respective consolidated financial condition of the Company and its consolidated Subsidiaries such entities at December 31, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretionsuch 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, at Lenders’ request, the following financial statements and information: (ai) The the audited consolidated balance sheets sheet of the Company Borrower and its consolidated Subsidiaries as at December 31of April 25, 1996 2004 and the related consolidated and consolidating statements of income income, stockholders’ equity and of cash flows of Borrower and its Subsidiaries for the fiscal year ended on such dateFiscal Year then ended, reported on by Ernst & Young, a copy (ii) the unaudited consolidated balance sheet of which has been furnished to the Obligee, fairly and accurately present the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such dateOctober 24, 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, 2004 and the related unaudited consolidated and consolidating statements of income income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for the three nine months then ended. All such statements were pre-pared in conformity with GAAP and fairly present, in all material respects, the financial position (on a copy of which has been delivered to the Obligeeconsolidated and, fairly and accurately presents the consolidated financial condition where applicable, 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 Borrower nor any of its consolidated Restricted Subsidiaries had, at has (and will not following 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 4.1. 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 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 Both have heretofore furnished to the Bank: (i) As to the Borrower only, an audited balance sheets of the Company and its consolidated Subsidiaries sheet as at December 31, 1996 2001 and the related consolidated statements of income operations, shareholders' equity and of cash flows for the fiscal year years ended on such datesaid dates, reported on accompanied by Ernst & Young, a copy an opinion thereon of which has been furnished to the Obligee, fairly and accurately present the consolidated financial condition independent certified public accountants of the Company and its consolidated Subsidiaries recognized international standing; and (ii) Unaudited balance sheets as at such dateSeptember 30, 2002 and the consolidated results related statements of their operations operations, shareholders' equity and their consolidated cash flows for the nine month period ended September 30, 2002, setting forth in each case in comparative form the corresponding figures for the corresponding periods in the preceding fiscal year then endedyear. (b) In All such financial statements fairly present in all material respects 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, entities specified above and the consolidated results of their respective operations and their consolidated cash flows for the three monthsrespective fiscal years and the respective six-month periods ended on the respective dates specified above (subject, then ended (subject in the case of such unaudited financial statements, to normal year-end audit adjustments) and a Responsible Officer has so certified to the Obligee), all in accordance with GAAP. (c) All such None of the entities referred to above for which 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 furnished had on 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 date(s) of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, their respective financial statements 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 in provided for herein. As of the foregoing Closing Date and at the time prior to the delivery of the first audited financial statements or in of the notes thereto or in Schedule 4.1. Since December 31, 1996Borrower pursuant to Section 4.2(a) hereof, there has been no salematerial adverse change in the financial condition, transfer or other disposition or agreement therefor by the Company or any of its consolidated Subsidiaries of any ma- terial part of its operations, business or property and no purchase or other acquisition prospects of any business or property such entities (including any capital stock of any other Persontaken as a whole) which is material from that set forth in rela- tion to the consolidated such 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 discretionstatements. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to From and after 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 delivery 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 first audited financial statements of the Company and Subsidiar- ies for the period from January 1Borrower pursuant to Section 4.2(a) hereof, 1996 through since the date thereofof such financial statements, there has been no material adverse change in accordance with GAAPthe financial condition, subject to recurring year-end audit adjustments and operations, business or prospects of the absence of footnotesBorrower from that set forth herein.

Financial Condition. (a) 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 & YoungYoung LLP, a copy copies of which has have heretofore been furnished to the Obligeeeach Bank or will be furnished to each Bank that has not already received such copies, 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 consolidating balance sheets sheet of the Company and its consolidated Subsidiaries by principal operating group as at March 31September 30, 19971998, the related unaudited consolidating statement of operations and retained earnings for the portion of the fiscal year ended on September 30, 1998, and the related consolidated statements press release of income and cash flows the Company with respect to its earnings for the three months then endedfiscal year ended December 31, 1998 (dated February 24, 1999), certified by a copy Responsible Officer, copies of which have heretofore been furnished to each Bank or will be furnished to each Bank that has been delivered to not already received such copies, present fairly the Obligee, fairly and accurately presents the consolidated consolidating financial condition of the Company and its con- solidated consolidated Subsidiaries by principal operating group as at such date, and the consolidated consolidating 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 Obligee. (c) ended. 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 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 referred to in the notes thereto or in Schedule 4.1thereto. Since December 31During the period from September 30, 1996, 1998 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 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 31September 30, 1996, 1998 (except as described in Schedule 4.1 or consented to otherwise disclosed 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 Banks 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 footnotesClosing Date).

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. (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 sheet of the Company and its consolidated Subsidiaries as at December 31June 30, 1996 2001 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Ernst & YoungKMPG 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 consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at of March 31, 1997, 2002 and the related unaudited consolidated statements of income and cash flows for the three months then endednine-month period ended on such date, a copy of which has been delivered to the Obligee, present fairly and accurately presents the consolidated financial condition of the Company and its con- solidated consolidated Subsidiaries as at of 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 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 thereto, except for such transactions disclosed in Schedule 4.1writing to the Administrative Agent prior to the Closing Date. Since December 31During the period from June 30, 1996, 2001 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 31June 30, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion2001. (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 the Company Borrower for the fiscal years ended September 30, 1994, 1995 and its 1996, reported on by Coopers & Lybr▇▇▇ ▇.▇.P., copies of which have heretofore been furnished to each Lender, to the knowledge of CCI and the Borrower, present fairly in all material respects the consolidated Subsidiaries financial position of the Borrower as at December 31such dates, 1996 and the related consolidated statements results of income the Borrower's operations and of the Borrower's cash flows for the fiscal year periods then ended. The unaudited consolidated financial statements of the Borrower for the two-month period ended on such dateNovember 30, reported on 1997, certified by Ernst & Younga Responsible Officer of the Borrower, a copy copies of which has have heretofore been furnished to each Lender, to the Obligeeknowledge of CCI and the Borrower, present fairly and accurately present in all material respects the consolidated financial condition position of the Company and its consolidated Subsidiaries Borrower as at of such date, and the consolidated results of their the Borrower's operations and their consolidated the Borrower's cash flows flow for the fiscal year two-month period 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, thereto have been prepared prepared, to the knowledge of CCI and the Borrower, 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 Borrower nor any of its consolidated Subsidiaries had, to the knowledge of CCI and the Borrower, as 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 and which, to the knowledge of CCI and the Borrower, has any reasonable likelihood of resulting in a material cost or loss. (b) The unaudited consolidated financial statements of CCI and its Subsidiaries for the fiscal years ended November 30, 1994 and 1995, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial position of CCI as at such date, and the consolidated results of CCI's operations and CCI's cash flows for the periods then ended. All such financial statements and the related schedules and notes thereto have been prepared, to the knowledge of CCI and the Borrower, in accordance with GAAP applied consistently throughout the periods involved (except as approved by such Responsible Officer and as disclosed therein). Neither CCI nor any of its Subsidiaries had, as 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in Schedule 4.1. Since December 31the notes thereto and which, has any reasonable likelihood of resulting in a material cost or loss. (c) The audited consolidated financial statements of CCI and its Subsidiaries for the fiscal year ended November 30, 1996, there has reported on by Coopers & Lybr▇▇▇ ▇.▇.P., copies of which have heretofore been no salefurnished to each Lender, transfer or other disposition or agreement therefor to the knowledge of CCI and the Borrower, present fairly in all material respects the consolidated financial position of CCI as at such date, and the consolidated results of CCI's operations and CCI's cash flows for the period then ended. All such financial statements and the related schedules and notes thereto have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the Company or such accountants and as disclosed therein). Neither CCI nor any of its consolidated Subsidiaries had, as at the date of the balance sheet referred to above, any ma- terial part of its business material Guarantee Obligation, contingent liability or property and no purchase liability for taxes or other acquisition of any business long-term lease or property (including unusual forward or long-term commitment, including, without limitation, any capital stock of any other Person) interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto and which has any reasonable likelihood of resulting in a 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 cost or consented to in writing by the Obligee in its sole discretionloss. (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 pro forma balance sheet of the Company Borrower and may be significant, its Subsidiaries (the "Pro Forma Balance Sheet") and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results pro forma condensed consolidated statement of operations of the Company Borrower and Subsidiar- ies its Subsidiaries (the "Pro Forma Statement of Operations"), certified by a Responsible Officer of CCI and the Borrower, copies of which have been heretofore furnished to each Lender, are, to the knowledge of CCI and the Borrower, the unaudited balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 1997, and the unaudited condensed consolidated statement of operations of the Borrower and its consolidated Subsidiaries for the period from January twelve months ended September 30, 1997, adjusted to give effect (as if such events had occurred on October 1, 1996 through 1996) to (i) the date thereofmaking of the Term Loans, (ii) the making of Revolving Credit Loans in an aggregate principal amount not to exceed $25,000,000 and the issuance of the Letters of Credit to be issued on the Closing Date, (iii) the payment of fees, expenses and financing costs related to the Transactions, (iv) the issuance of the Senior Subordinated Notes and the consummation of the other Transactions in accordance with GAAPthe Transaction Documents, subject to recurring year-end audit adjustments and (v) the acquisition by CCI of the Borrower. The Pro Forma Balance Sheet and the absence Pro Forma Statement of footnotesOperations, together with the notes thereto, were prepared based on good faith assumptions as of the date of delivery thereof, and reflect on a pro forma basis the financial position of the Borrower and its Subsidiaries as at September 30, 1997 and for the twelve-month period ending September 30, 1997, as adjusted, as described above, assuming that the events specified in the preceding sentence had actually occurred at October 1, 1996.

Financial Condition. (a) The consolidated balance sheets sheet of the Company and its consolidated Subsidiaries Loral as at December 31, 1996 and the related consolidated statements of income and of cash flows for the fiscal year nine months ended on such date, reported on audited by Ernst Deloitte & YoungTouche LLP, a copy copies of which has have heretofore been furnished to the ObligeeSelling Bank and each Bank that requested the same, 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 Loral as at such date, and the consolidated results of their its operations and their consolidated its cash flows for the fiscal year nine months 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 Borrower as at March 31June 30, 1997, 1997 and the related consolidated statements unaudited statement of income and cash flows for the three months then endedmonth period ended on such date, certified by a copy Responsible Officer, copies of which has have heretofore been delivered furnished to the ObligeeSelling Bank and each Bank that requested the same, are complete and correct in all material respects and present fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries Borrower as at 45 40 such date, and the consolidated results of their its operations and their consolidated cash flows for the three months, 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 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 Responsible Officer, as the case may be, and as disclosed thereintherein and, with respect to any unaudited statements, except the notes with respect thereto). Neither Except as disclosed in Schedule 6.1, the Company nor any of its consolidated Subsidiaries hadBorrower did not have, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability or material 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 any notes thereto. During the notes thereto or in Schedule 4.1. Since December 31period from June 30, 1996, 1997 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 Borrower 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 the Company Borrower at June 30, 1997. (b) The Borrower has furnished to the Selling Bank and its consolidated Subsidiaries each Bank projections of the financial position and results of operations of the Borrower as at the end of and for each of the fiscal years of the Borrower through December 31, 1996, except as described 2002. The projections and pro forma financial information contained 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 such materials are based upon good faith upon estimates and assumptions believed by the Company Borrower to be reasonablereasonable at the time made, it being understood recognized by the Administrative Agent, the Selling Bank and the Banks that the such projections therein contained as to future events are inherently subject to certain significant economic and competitive uncertainties and contingencies which are beyond the control of the Company Borrower, that actual results of operations during the periods covered by such projections may vary materially and may adversely from the projected results of operations contained in such projections and that there cannot be significant, and thus no any assurance can be given that the projected results of operations contained in such projections will be realized. No fact is known to the Borrower (other than general economic conditions, which conditions are commonly known and (iiaffect business generally) presents fairlywhich has, or which would in the future, in all material respects, the actual results of operations reasonable judgment of the Company and Subsidiar- ies for Borrower, have a Material Adverse Effect that has not been set forth in the period from January 1, 1996 through financial statements referred to in this subsection 6.1 or disclosed herein or in the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotesSchedules hereto.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at December 31, 1996 and the related audited consolidated statements of income operations and of stockholders' equity and 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, date present fairly and accurately present the consolidated financial condition of the Company and its consolidated Subsidiaries as at of 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 condensed balance sheets sheet of the Company and its consolidated Subsidiaries as at March 31, 1997, 1997 and the related unaudited consolidated condensed statements of income operations and stockholders' equity and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, three-month period ended on such date present fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at of such date, and the consolidated results of their operations and their consolidated cash flows for the three months, three-month period 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). All such financial statements, have been prepared in accordance with GAAP (subject, in the case of the financial statements for the fiscal period ended March 31, 1997, to normal year-end audit adjustments and the absence of footnotes) applied consistently throughout the periods presented except as disclosed in such financial statements or in writing to the Lenders prior to the date of this Agreement. Neither the Company nor any of its Subsidiaries has any material Contingent Obligation or any material obligation, liability or commitment, direct or contingent (including, without limitation, any liability for taxes or any material forward or long-term commitment), which is not (A) reflected in the foregoing statements or otherwise disclosed in writing to the Lenders prior to the date hereof or (B) permitted to be incurred under this Agreement.

Financial Condition. (ai) The respective consolidated balance sheets sheet of the Company Borrower, each Member of the Guarantor Group and its consolidated Subsidiaries the REIT as at of December 31, 1996 and the related 1999, together with consolidated statements of income income, retained earnings, paid-in capital 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 surplus 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 balance sheet of the Borrower, each Member of the Guarantor Group and the REIT as of June 30, 2000, together with consolidated statements of income and cash flows for the three six months then ended, a copy of which has been heretofore delivered to the ObligeeLender, fairly and accurately presents present the respective consolidated financial condition of the Company and its con- solidated Subsidiaries as at such datecondition, and the consolidated results of their operations and their consolidated cash flows transactions in surplus accounts of the Borrower, each Member of the Guarantor Group and the REIT as of the dates and 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 period involved. There are no material liabilities (except for such inconsistencies as approved by such accountants whether known or Respon- sible Officerunknown, direct or indirect, fixed or contingent, and of any nature whatsoever) of the Borrower, each Member of the Guarantor Group or the REIT, or any of their respective Subsidiaries, as of the case may be, date of such balance sheet that are not reflected therein or in the notes thereto. As of the date hereof and as disclosed therein). Neither of the Company nor Borrowing Date, the aggregate amount of Indebtedness outstanding under the Prudential Loan does not exceed $40,000,000. (ii) There has been no material adverse change in the business, properties, condition (financial or otherwise) or operations, present or prospective, of the Borrower, any Member of its consolidated Subsidiaries hadthe Guarantor Group, at the REIT or Prime L.P. since the date of the most recent applicable balance sheet dated December 31, 1999 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 4.1Section 11(g)(i). Since December 31, 19961999, except as may be disclosed in the June 30, 2000 financial statements of the REIT and Prime L.P. referred to in Section 11(g)(i), there has been no salenot occurred or arisen any event, transfer condition or other disposition circumstance that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Borrower, any Member of the Guarantor Group, the REIT or Prime L.P. (iii) None of Borrower, any Member of the Guarantor Group, ▇▇▇▇▇▇▇, the REIT or Prime L.P. is in default (as defined in the applicable agreement therefor by or obligation) in any respect in the Company payment or performance (i) of any of its consolidated Subsidiaries obligations for the payment of money, or (ii) under any franchise, license, loan agreement, indenture, partnership agreement, or other organizational document or agreement, leasehold interest or other material agreement and no default has occurred and is continuing, except, in each case, for defaults that would not have a Material Adverse Effect with respect to any Member of the Guarantor Group, the REIT, Prime L.P. or ▇▇▇▇▇▇▇. The Borrower is not in default in any respect in the payment or performance of any ma- terial part of its business obligations under the Prudential Loan or property the agreements securing such Prudential Loan. The Prudential Loan, as amended and restated, is in full force and effect and enforceable against the Borrower in accordance with its terms. There are no purchase or other acquisition of any business or property overdue amounts (including any capital stock amount of any other Personoverdue interest) which is material in rela- tion currently owning under the Prudential Loan. (iv) The financial statements of ▇▇▇▇▇▇▇ previously delivered to Lender are true and correct and fairly present the consolidated financial condition of ▇▇▇▇▇▇▇ as of the Company dates and its consolidated Subsidiaries at December 31, 1996, for the periods referred to therein and such financial statements accurately include all Indebtedness and contingent liabilities for which ▇▇▇▇▇▇▇ is or may become liable. All assets shown on such financial statements are actually and solely owned by ▇▇▇▇▇▇▇ (except as described stated thereon). There has been no material adverse change 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 financial condition of ▇▇▇▇▇▇▇ since 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 footnotesfinancial statements.

Financial Condition. (a) The consolidated unaudited pro forma combined balance sheets sheet data and statement of operations of Charter Holdings (the "Pro Forma Financial Statements") are based on the financial statements of Charter Holdings, the CCA Group (as defined in Schedule 4.1) and CharterComm Holdings, L.P. identified on Schedule 4.1, as adjusted to illustrate the estimated effect of the Company following transactions as if they had occurred on January 1, 1998 for the statement of operations and its on December 31, 1998 for the balance sheet data: certain acquisitions made during 1998 by Charter and Marcus, the combination of Charter Holdings and Marcus Holdings, the acquisitions of the Pending Acquired Entities and the making of the Loans and the issuance of the Senior Notes and the use of proceeds thereof. The Pro Forma Financial Statements have been prepared based on the best information available to Holdings and the Borrower as of the date of delivery thereof, and present fairly on a pro forma basis the financial condition of Charter Holdings, Marcus Holdings, the Pending Acquired Entities and their respective consolidated Subsidiaries for the 1998 fiscal year, and as at December 31, 1996 and 1998, as 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 endedcase may be. (b) In the event the Issuance Date occurs after May 15The consolidated financial statements of Marcus Holdings and CharterComm Holdings, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997L.P., and the related consolidated combined financial statements of income Charter Holdings and the CCA Group, all as identified on Schedule 4.1, have been reported on and accompanied by an unqualified report of the independent public accountant identified on Schedule 4.1. With respect to the financial statements identified on Schedule 4.1, the audited balance sheets present fairly the consolidated or combined (as the case may be) financial condition of such Person as at the date indicated, and the consolidated or combined (as the case may be) results of its operations 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) periods indicated. 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 Holdings, the Company nor any of Borrower and its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have 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 period from December 31, 1996, 1998 to and including the date hereof there has been no saleDisposition by Holdings, 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 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. (ai) The consolidated balance sheets sheet (the "Balance Sheet") of the Company Lessee and its consolidated Subsidiaries as at of 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 copies of which has have heretofore been furnished to each of the ObligeeParticipants, are complete and correct and present fairly and accurately present in all material respects 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. (b) In the event the Issuance Date occurs after May 15, 1997: . The unaudited consolidated balance sheets sheet of the Company Lessee 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 endedthree-month period ended on such date, certified by a copy Responsible Officer, copies of which has have heretofore been delivered furnished to the Obligeeeach Participant, are complete and correct and present fairly and accurately presents in all material respects the consolidated financial condition of the Company Lessee 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, three-month period then ended (subject to normal year-end adjustments) audit adjustments and a Responsible Officer has so certified to the Obligeeabsence of footnotes). (cii) 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 Lessee 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 thereto. Except to the extent permitted under this Agreement or separately disclosed to the Participants in Schedule 4.1. Since December 31, 1996writing prior to the date hereof, there has been no sale, transfer or other disposition or agreement therefor by the Company Lessee 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 Lessee 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 1996 during the period from January 1December 31, 1996 through to and including the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnoteshereof.

Financial Condition. (a) The consolidated balance sheets sheet of the Company Global Signal and its consolidated Subsidiaries as at December 31, 1996 2004 and the related consolidated statements of income and of cash flows for the fiscal year period ended on such date, reported on audited 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 Global Signal and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year period 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 (except for, in the case of any unaudited financial statements, the absence of footnotes and year-end adjustments) 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 Global Signal 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 Contingent Liability (other than earnouts pursuant to an Acquisition) 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 transactiontransaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto thereto, subject to normal year-end adjustments, or in Schedule 4.1the Global Signal Public Filings. Since During the period from December 31, 1996, 2004 to and including the date hereof there has been no sale, transfer or other disposition or agreement therefor by the Company Global Signal or any of its respective consolidated Subsidiaries of any ma- terial material part of its business or property (other than as permitted hereunder) and no purchase or other acquisition of any business or property (including any capital stock Capital Stock of any other Person) which is ), other than Acquisitions not prohibited under this Agreement or the other Loan Documents, material in rela- tion relation to the consolidated financial condition of the Company Global Signal 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 discretion2004. (db) The three-year Management Business Plan update for unaudited opening balance sheet of the period 1996-1998 delivered Borrower and its consolidated Subsidiaries as of April 25, 2005, certified by a Responsible Officer of the Borrower, copies of which have heretofore been furnished to the Obligee prior Lender and the pro forma opening balance sheet of the Borrower and its consolidated Subsidiaries as at April 25, 2005, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the date hereof Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries, adjusted to give effect (as if such events had occurred on such date) to (i) was prepared the making of the initial Acquisition Loans anticipated to be made on April 29, 2005, (ii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and (iii) the payment of all fees and expenses related to the foregoing transactions and the fees payable on the Closing Date, as estimated 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 significantdate of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, and thus no assurance can be given that such projections will be realizedtogether with the notes thereto, and (ii) presents fairly, in all material respectson a pro forma basis, the actual results of operations consolidated financial position of the Company Borrower and Subsidiar- ies for its consolidated Subsidiaries, respectively, as at April 25, 2005, assuming that the period from January 1, 1996 through events specified in the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotespreceding sentence had actually occurred on such date.

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. (a) The audited consolidated and unaudited consolidating balance sheets of the Company and its consolidated Subsidiaries (and, if applicable, each Permitted Joint Venture, as provided for in subsection 6.1[a] and [b]) as at December 31, 1996 1998, and the related audited consolidated (and, as to statements of income income, unaudited consolidating) statements of income, equity and cash flow of cash flows the Company and its consolidated Subsidiaries (and, if applicable, each Permitted Joint Venture, as provided for in subsection 6.1[a] and [b]) for the fiscal year ended on such said date, reported with the opinion thereon of Deloitte & Touche heretofore furnished to each of the Banks, and the unaudited consolidated and unaudited consolidating balance sheets of the Company and its consolidated Subsidiaries (and, if applicable, each Permitted Joint Venture, as provided for in subsection 6.1[a] and [b]) as at March 31, 1999, and their related unaudited consolidated (and, as to statements of income, unaudited consolidating) statements of income, equity and cash flow of the Company and its consolidated Subsidiaries (and, if applicable, each Permitted Joint Venture, as provided for in subsection 6.1[a] and [b]) for the three (3) month period ended on by Ernst & Young, a copy of which has been such date heretofore furnished to the ObligeeAgent, are complete and correct and fairly and accurately present the consolidated financial condition of the Company and its consolidated Subsidiaries (and, if applicable, each Permitted Joint Venture, as provided for in subsection 6.1[a] and [b]) 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 three (b3) In month period on said dates, all in accordance with 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 ). Neither the Company nor any Subsidiary has so certified on the Closing Date any material Debt, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 7.1. Since the date of the Financial Statements, neither the business nor the Property of the Company, any Subsidiary or, to the Obligeebest of our knowledge, any Permitted Joint Venture have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy. (cb) All such The unaudited consolidated financial statements described in clauses (a) and (b) aboveof EPCO for the fiscal quarter ended March 31, including the related schedules and notes thereto1999, copies of which have heretofore been delivered to each Bank, have been prepared in accordance with GAAP ap- plied consistently throughout and present fairly the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officerfinancial condition, results of operation and changes in financial position of EPCO and its Subsidiaries, 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 dates 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 footnotesor periods stated.

Financial Condition. (a) The audited consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31, 1996 2010 and the related consolidated statements of income and of cash flows 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 Bank or will be furnished to each Bank that has not already received such copies, 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 consolidating balance sheets sheet of the Company and its consolidated Subsidiaries as at March 31June 30, 1997, 2011 and the related consolidated statements unaudited consolidating statement of income operations and cash flows retained earnings for the three months then endedportion of the fiscal year ended on June 30, a copy of which has been delivered to 2011, present fairly the Obligee, fairly and accurately presents the consolidated consolidating financial condition of the Company and its con- solidated consolidated Subsidiaries as at such date, and the consolidated consolidating 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 Obligee. (c) ended. 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 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 referred to in the notes thereto or in Schedule 4.1thereto. Since December 31During the period from June 30, 19962011 to and including the Closing 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 material part of its their consolidated 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 the Company and its consolidated Subsidiaries at December 31June 30, 1996, 2011 except as described in Schedule 4.1 or consented to disclosed 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 Banks prior to the Closing Date or disclosed in any of the Company’s filings with the Securities and Exchange Commission 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 footnoteshereof.

Financial Condition. (a) The consolidated balance sheets sheet of the Company Borrower and its consolidated Subsidiaries Subsidiary as at December 31, 1996 1994 and the related consolidated statements statement of income operations, shareholders' equity and of cash flows for the fiscal year ended on such date, reported on certified by Ernst & Young, a copy LLP, copies of which has certified statements have heretofore been furnished to the ObligeeBank, are complete and correct and present fairly and accurately present the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries Subsidiary as at such date, and the consolidated results of their its operations and their consolidated cash flows for the fiscal year then ended. (b) In ended and the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets interim financial statements of the Company Borrower and its consolidated Subsidiaries as Subsidiary s at March 31September 30, 1997, 1995 and the related consolidated statements of income operations, shareholders' equity and cash flows for the three months fiscal quarter then endedended on such date prepared by management of the Borrower and certified as true and correct by the chief financial officer of the Borrower, a copy copies of which has statements have heretofore been delivered furnished to the ObligeeBank, are complete and correct and present fairly and accurately presents the consolidated financial condition of the Company Borrower and its con- solidated Subsidiaries consolidated Subsidiary as at such date, and the consolidated results of their its operations and their consolidated cash flows for the three months, fiscal quarter then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) All such ended. 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 consistently throughout GAAP. neither 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 Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, Subsidiary has any material Guarantee Obligationcontingent obligations, contingent liability liabilities or liability liabilities for taxes, or any long-term lease leases or unusual for- ward forward or long-term commitment, including any interest rate or foreign currency swap or exchange transactioncommitments, which is are not reflected in the foregoing certified statements or in the notes thereto or in Schedule 4.1thereto. Since December 31, 1996the date of the aforementioned financial statements, there has been no salematerial adverse change in the business, transfer operations, assets or financial 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 Borrower or 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 discretionSubsidiary. (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 Borrower and its consolidated Subsidiaries as at December 31, 1996 2001, and the related consolidated statements of income operations and of cash flows for the fiscal year ended on such dateDecember 31, 2001, reported on by Ernst & YoungPricewaterhouseCoopers LLP, a copy copies of which has have heretofore been furnished to the Obligeeeach Lender, 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 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 Borrower and its consolidated Subsidiaries as at March 31September 30, 1997, 2002 and the related consolidated statements of income operations and of cash flows for the three nine months then endedended September 30, a copy 2002, copies of which has have heretofore been delivered furnished to the Obligeeeach Lender, present fairly and accurately presents the consolidated financial condition of the Company Borrower 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 adjustments) and a Responsible Officer has so certified to the Obligee. (c) ended. 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 thereintherein and, with respect to the September 30, 2002 financial statements, for the absence of footnotes and year-end adjustments). Neither Except as set forth on Schedule 5.1 or as permitted by subsection 8.4(c), neither the Company Borrower 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 thereto. Except as set forth on Schedule 4.1. Since December 315.1, 1996during the period from September 30, 2002 to and including the Closing 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 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 Subsidiaries at December 31September 30, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion2002. (db) The three-year Management Business Plan update for the period 1996-1998 Projections delivered to the Obligee Administrative Agent and the Lenders prior to the date hereof (i) was Closing Date have been prepared in good faith upon and are based on assumptions believed by the Company Borrower to be reasonable at the time made. On the Closing Date, ▇▇▇▇▇▇▇▇ believed that the Projections were reasonable, ; it being understood recognized by the Administrative Agent and the Lenders, however, 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 the Projections may differ from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments projected results and the absence of footnotessuch differences may be material.

Financial Condition. (a) (i) The unaudited pro forma consolidated balance sheets sheet of the Company Intermediate Holding and its consolidated Subsidiaries as at December 31September 30, 1996 and 2000 (including the related consolidated statements of income and of cash flows for notes thereto) (the fiscal year ended on such date"SIGNING DATE PRO FORMA BALANCE Sheet"), reported on by Ernst & Young, a copy copies of which has have heretofore been furnished to each Lender, has been prepared based upon the Obligeeconsolidated balance sheet of Citadel Communications and its Subsidiaries as of September 30, 2000 after giving effect to the capitalization of Intermediate Holding and the Company as contemplated by subsection 11.1(p), the Merger and the transactions contemplated thereby, the Loans hereunder and the use of the proceeds thereof (including, without limitation, the Tentative Allocation of Purchase Price) and the payment of related fees and expenses. The Signing Date Pro Forma Balance Sheet presents fairly and accurately present on a pro forma basis the consolidated financial condition position of the Company Intermediate Holding and its consolidated Subsidiaries as at such dateSeptember 30, 2000 assuming that the events and assumptions specified in 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 preceding sentence had actually occurred or Respon- sible Officerare true, as the case may be, on that date (except (i) for changes in such financial position which are not materially adverse to the financial position of Citadel Communications and its Subsidiaries, (ii) as disclosed thereinprovided in the notes thereto and (iii) for the use of the Tentative Allocation of Purchase Price). Neither the Company nor any As of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to aboveSigning Date Pro Forma Balance Sheet, none of Acquisition Co. or, except as disclosed in the Merger Agreement, Citadel Communications and its Subsidiaries had any material Guarantee Obligationobligation, 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 transactionotherwise, which is was not reflected in the foregoing statements therein or in the notes thereto and which would have a material adverse effect on the business, financial condition, assets, liabilities, net assets, properties, results of operations, value or in Schedule 4.1. Since December 31prospects of Acquisition Co., 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 a Material Adverse Effect on Citadel Communications 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 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, 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 consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at March 31, 1997, 1997 and the related unaudited consolidated statements of income and of cash flows for the three months then endedthree-month period ended on such date, certified by a copy Responsible Officer, copies of which has have heretofore been delivered furnished to the Obligeeeach 69 63 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, three-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 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 4.1thereto. Since During the period from December 31, 1996, 1996 to and including the Closing 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 material part of its business or property and, except for (i) the Acquisition, (ii) the acquisition of the stock of Outdoor Systems (New York), Inc. (formerly known as Van Wagner Communications, Inc.) and (iii) any other acquisition disclosed to the Lenders in the Confidential Information Memorandum delivered in connection herewith, 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. (db) The three-year Management Business Plan update NAC financial statements referred to in Section 2.03 of the Purchase Agreement, copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the business, operations and assets of NAC as at the respective dates thereof, and the consolidated results of operations and consolidated cash flows thereof for the period 1996-1998 delivered to the Obligee prior to the date hereof fiscal periods then ended. (ic) 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 The pro forma balance sheet of the Company and may be significantits consolidated Subsidiaries (the "Pro Forma Balance Sheet"), and thus no assurance can be given that such projections will be realizedcopies of which have heretofore been furnished to each Lender, and (ii) presents fairly, in all material respects, is the actual results of operations balance sheet of the Company and Subsidiar- ies for the period from January 1its consolidated Subsidiaries as of December 31, 1996 through (the date thereof"Pro Forma Date"), in accordance with GAAPadjusted to give effect (as if such events had occurred on such date) to (i) the consummation of the Acquisition, subject to recurring year-end audit adjustments (ii) the making of the Loans and other extensions of credit under this Agreement on the Closing Date and the absence Acquisition Closing Date and the application of footnotesthe proceeds thereof as contemplated hereby, and (iii) the payment of the fees and expenses payable in connection with the consummation of the Acquisition and the financing thereof.

Financial Condition. (a) The consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31, 1996 1995 and December 31, 1996, respectively, and the related consolidated statements of income earnings, cash flows and shareholders' equity for the fiscal years ended on such dates, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at June 30, 1997 and the related unaudited consolidated statements of earnings and of cash flows for the fiscal year six-month period ended on such date, reported on certified by Ernst & Younga Responsible Officer, 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 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, six-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-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 4.1thereto. Since During the period from December 31, 1996, 1996 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 other than any such sale, transfer or other disposition or purchase or acquisition that would have been permitted by this Agreement if this Agreement had been in Schedule 4.1 or consented to in writing by the Obligee in its sole discretioneffect at all times during such period. (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 unaudited pro forma consolidated balance sheet of the Company and may be significantits consolidated Subsidiaries as at June 30, and thus no assurance can be given that 1997 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such projections will be realizedevents had occurred on such date) to (i) the consummation of the Acquisition, and (ii) the Loans to be made hereunder and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Company as of the date of delivery thereof, and presents fairly, in all material respects, fairly on a pro forma basis the actual results of operations estimated financial position of the Company and Subsidiar- ies its consolidated Subsidiaries as at June 30, 1997, assuming that the events (c) The consolidated balance sheets of the Target and its consolidated Subsidiaries as at December 31, 1995 and December 31, 1996, respectively, and the related consolidated statements of earnings, cash flows and shareholders' equity for the fiscal years ended on such dates, reported on by KPMG Audit plc, copies of which have heretofore been furnished to each Lender, are, to the best of the Company's knowledge, complete and correct in all material respects and, to the best of the Company's knowledge, present fairly the consolidated financial condition of the Target and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Target and its consolidated Subsidiaries as at June 30, 1997 and the related unaudited consolidated statements of earnings and of cash flows for the six-month period from January 1ended on such date, 1996 through copies of which have heretofore been furnished to each Lender, are, to the date thereofbest of the Company's knowledge, in accordance with GAAPcomplete and correct and, to the best of the company's knowledge, present fairly the consolidated financial condition of the Target and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to recurring normal year-end audit adjustments and the absence of footnotesadjustments).

Financial Condition. (a) The consolidated balance sheets of the Company ------------------- Guarantor and its consolidated Consolidated Subsidiaries as at December 3129, 1996 1989 and the related consolidated statements of income and retained earnings of cash flows the Guarantor and its Consolidated Subsidiaries for the fiscal year ended on such date, reported on by Ernst said date with the opinion thereon (in the case of said consolidated balance sheet and statements) of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & 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 dateCo., 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 Guarantor and its consolidated Consolidated Subsidiaries as at March 31June 15, 1997, 1990 and the related consolidated statements of income and cash flows retained earnings of the Guarantor and its Consolidated Subsidiaries for the three months then endedAccounting Quarter ended on such date, a copy of which has been delivered heretofore furnished to the ObligeeBank, are complete and correct and fairly and accurately presents present the consolidated financial condition of the Company Guarantor and its con- solidated Consolidated Subsidiaries as at such date, said dates and the consolidated results of their operations and their consolidated cash flows for the three monthsfiscal year and Accounting Quarter ended on said dates (subject, then ended (subject in the case of such financial statements as at June 15, 1990, 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 the Company Guarantor 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 31June 15, 19961990, 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 Guarantor 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 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, at Lenders’ request, the following financial statements and information: (ai) The the audited consolidated balance sheets sheet of the Company Borrower and its consolidated Subsidiaries as at December 31of April 30, 1996 2006 and the related consolidated and consolidating statements of income income, stockholders’ equity and of cash flows of Borrower and its Subsidiaries for the fiscal year ended on such dateFiscal Year then ended, reported on by Ernst & Young, a copy (ii) the unaudited consolidated balance sheet of which has been furnished to the Obligee, fairly and accurately present the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such dateJanuary 28, 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, 2007 and the related unaudited consolidated and consolidating statements of income income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for the three nine months then ended and (iii) Borrower’s amended Quarterly Report on Form 10Q/A for the quarter ended January 28, 2007 as filed with the Securities Exchange Commission on July 25, 2007. All such statements (after taking into consideration the Form 10Q/A filing described in clause (iii) above and the restatement described therein) were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, 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 Borrower nor any of its consolidated Restricted Subsidiaries had, at has (and will not following 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 (after taking into consideration the Form 10Q/A filing described in clause (iii) above and the restatement described therein) 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 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 Obligors have heretofore furnished to each of the Funding Parties the consolidated and consolidating balance sheets of the Company and its consolidated Subsidiaries as at December 31, 1996 1999 and the related consolidated and consolidating statements of income income, retained earnings and cash flow of cash flows 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 Arthur Andersen LLP, and the unaudited consolidated and consoli▇▇▇▇▇▇ ▇▇▇▇▇▇▇ sheets of the Company and its Subsidiaries as at March 31, 2000 and the related consolidated and consolidating statements of income and retained earnings of the Company and its Subsidiaries for the three-month period ended on such date, reported on by Ernst & Young, a copy of which has been furnished to the Obligee, . All such financial statements are complete and correct and fairly and accurately present the consolidated financial condition of the Company Obligors, and its consolidated Subsidiaries (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Obligors, as at such date, said dates and the consolidated and unconsolidated results of their operations and their consolidated cash flows 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, 19972000, 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) ), all in accordance with generally accepted accounting principles and practices applied on a Responsible Officer has so certified to consistent basis, except as otherwise indicated in the Obligee. (c) All such financial statements described in clauses (a) and (b) above, including the related schedules and notes thereto. None of the Obligors has on the date hereof any material contingent liabilities, have been liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, in each case, of a type required to be reflected in a balance sheet prepared in accordance with GAAP ap- plied consistently throughout the periods involved (GAAP, 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 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 or in the notes thereto or in Schedule 4.1said balance sheets as at said dates. Since December 31, 19961999, 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 Obligors 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. The Company has furnished to each Lender: (a) The consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at December 31, 1996 2005, and the related consolidated statements of income 70 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 an independent 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 31, 19972006, 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 at 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 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 had on any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, said dates any material Guarantee Obligationcontingent liabilities, contingent liability or liability liabilities for taxesTaxes, or any long-term lease or unusual for- ward forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments or operations which are substantial in amount, 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 4.1. 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 as at said respective dates or as disclosed to the Lenders in writing prior to the Agreement Date. Since December 31, 2005, there has been no material adverse change in the financial condition (from that shown by the respective balance sheets as at December 31, 1996, except as described 2005 included in Schedule 4.1 said 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 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 consolidated 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 unaudited consolidated ------------------- balance sheets of the Company and its consolidated Subsidiaries as Borrower at December 31September 30, 1996 1999 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 endednine month period ended September 30, a copy 1999, certified by Responsible Officers of the Borrower copies of which has have heretofore been delivered furnished to each Lender, present fairly in all material respects and in accordance with GAAP (in all material respects) the Obligeefinancial position, fairly results of operations and accurately presents the consolidated financial condition cash flows of the Company Borrower on a consolidated basis as of such dates and its con- solidated Subsidiaries as at for such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended periods (subject to normal year-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, Responsible Officer and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries hadThe Borrower did not have, at the date of the most recent balance sheet referred to aboveSeptember 30, 1999 any material Guarantee Contingent Obligation, 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 material 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 expressly permitted to be incurred hereunder. (b) The unaudited consolidated pro forma balance sheets of Holdings and the Company or any of --- ----- Borrower and its consolidated Subsidiaries Subsidiaries, as of any ma- terial part November 30, 1999, certified by Responsible Officers of its business or property Holdings and no purchase or other acquisition the Borrower (the "Pro Forma Balance ----------------- Sheet"), copies of any business or property (including any capital stock which have been furnished to each Lender, are the unaudited ----- balance sheets of any other Person) which is material in rela- tion to Holdings and the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries at December 31, 1996, except adjusted to give effect (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 if such events had occurred on the date hereof set forth therein) to (i) was prepared in good faith upon assumptions believed the Acquisition, the other Transactions and each of the other transactions contemplated hereby and 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, Asset Purchase Agreement and (ii) presents fairlythe incurrence of the Loans and the issuance of the Letters of Credit to be incurred or issued, as the case may be, on the Effective Date and all Indebtedness that Holdings and the Borrower and its consolidated Subsidiaries expect to incur, and the payment of all amounts Holdings and the Borrower and its consolidated Subsidiaries expect to pay, in connection with the Acquisition. The Pro Forma Balance Sheet, together with the notes thereto, were prepared based on good faith assumptions in accordance with GAAP and is based on the best information available to Holdings and the Borrower as of the date of delivery thereof and reflects in all material respects, respects on a pro forma --- ----- basis the actual results of operations financial position 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 Holdings and the absence Borrower and its consolidated Subsidiaries as of footnotesNovember 30, 1999, as adjusted, as described above, assuming that the events specified in the preceding sentence had actually occurred as of November 30, 1999.

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 Credit Parties have delivered to the Purchasers the audited annual financial statements of the Company and its consolidated Subsidiaries dated as at December 31of June 30, 1996 2018, including the statement of financial position and the related consolidated statements of income operations and comprehensive loss as of cash flows and for the fiscal year periods then ended on such date(the “Last Audited Financial Statements”), reported on by Ernst & Young, a copy of which has been furnished to and the Obligee, fairly and accurately present the consolidated unaudited quarterly financial condition statements of the Company and its consolidated Subsidiaries dated as at such dateof December 29, 2018, including the statement of financial position and the consolidated results related statements of their operations and their consolidated cash flows comprehensive loss as of and for the fiscal year periods then endedended (the “Last Unaudited Financial Statements” and, with the Last Audited Financial Statements, collectively, the “Company Historical Financial Statements”). (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, Historical Financial Statements have been prepared in accordance with GAAP ap- plied IFRS consistently throughout applied during the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officernormal recurring year-end adjustments (the effect of which will not, 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 individually or in the notes thereto aggregate, be material)). The Company Historical Financial Statements fairly present in all material respects the assets, liabilities and financial position of the Company and its results of operations and changes in financial position and cash flows as of the respective dates and for the periods specified, all in accordance with IFRS consistently applied during the periods involved. The Company Historical Financial Statements are consistent with the books and records of the Company, which books and records are accurate and complete in all material respects. The Company has made and kept true, correct and complete books and records and accounts, which accurately and fairly reflect, in reasonable detail, the activities of the Company in all material respects and which have been maintained in accordance with sound business practices and applicable law. There has been no material change in the accounting methods or practices of the Company since the earliest date covered by the Company Historical Financial Statements, except as disclosed therein or in Schedule 4.1. subsequent financial statements forming part of the Company Public Disclosure Record. (c) Since December 31June 30, 19962018, there has been no saleMaterial Adverse Effect. (d) Neither any Credit Party nor any Subsidiary has any Indebtedness (other than Indebtedness permitted pursuant to Section 8.2) or any Contingent Obligations (other than Contingent Obligations permitted pursuant to Section 8.8) other than as set forth in the Last Unaudited Financial Statements. Pro forma consolidated statement of financial position of the Company and its Subsidiaries as of the Closing Date after giving effect to the issuance of the Notes (the “Pro Forma Balance Sheet”) but not any application of the proceeds have been delivered to the Purchasers. The Pro Forma Balance Sheet presents fairly in all material respects, transfer the estimated financial position of the Company and the Subsidiaries in accordance with IFRS as of the Closing Date. (e) The Company’s auditors, who audited the Last Audited Financial Statements (as applicable) and who provided their audit report thereon, are independent public accountants as required under applicable securities Laws and there has never been a reportable event (within the meaning of NI 51-102) between the Company and the Company’s auditors. (f) Except as set forth in Schedule 5.12 or other disposition the Company Public Disclosure Record, none of the directors, officers or agreement therefor by employees of the Company or any of its consolidated Subsidiaries or any person who owns, directly or indirectly, more than ten percent (10%) of any ma- terial part class 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 securities 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. Holdings or securities of any person exchangeable for more than ten percent (d10%) 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 any class of securities of the Company and may be significantor Holdings, and thus no assurance can be given that such projections will be realizedor to the knowledge of the Company, and (ii) presents fairlyany associate or affiliate of any of the foregoing had or has any material interest, direct or indirect, in all material respects, the actual results of operations of any transaction or any proposed transaction with 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 or Holdings or any of footnoteseither of their Subsidiaries.

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 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 combined balance sheets sheet of the Company Borrower and its consolidated Subsidiaries Affiliates as at December 31, 1997 and December 31, 1996 and the related consolidated combined statements of income and retained earnings and of cash flows for the fiscal year years ended on such dates, reported on by Deloitte & Touche LLP, copies of which have heretofore been furnished to each Bank, are complete and correct and present fairly the consolidated financial condition of The Borrower and its Affiliates as at such dates, and the results of their operations and their cash flows for the fiscal years then ended. The unaudited combined balance sheet of the Borrower and its Affiliates as at March 31, 1998, and the related unaudited statement of income and retained earnings for the three-month period ended on such date, reported on certified by Ernst & Younga Responsible Officer, a copy copies of which has have heretofore been furnished to each Bank, are complete and correct and present fairly the Obligee, fairly and accurately present the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries Affiliates 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, three-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 as set forth on SCHEDULE 4.1(b), neither the Company Borrower nor any of its consolidated Subsidiaries combined Affiliates 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 Schedule 4.1. Since thereto. (c) Except as set forth on SCHEDULE 4.1(c), during the period from December 31, 1996, 1997 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 Subsidiaries combined Affiliates 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 Subsidiaries combined Affiliates at December 31, 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 Substantially all of the Company books 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 records of the Company Borrower and Subsidiar- ies for its Subsidiaries are located at the period from January Borrower's headquarters at 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 Capstead Companies, both individually and taken as a whole are solvent; and no bankruptcy, reorganization, insolvency or similar proceeding with respect to any Capstead 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.initiated or is presently contemplated; (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 Sellers have received reasonably equivalent value 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.Purchased Assets from Purchaser; (c) All The transactions contemplated by this Agreement and the Related Agreements are not being entered into: (i) with any intent to hinder, delay or defraud any Person to which the Capstead Companies or any of them were or will become indebted on or after the Closing Date; (ii) while the Capstead Companies or any of them was insolvent, nor will the consummation of such financial statements described contemplated transactions render the Capstead Companies or any of them insolvent; (iii) at a time when or under circumstances where the Capstead Companies or any of them were engaged in clauses business or a transaction, for which any property remaining with the transferor would constitute unreasonably small capital; or (aiv) at a time when or under circumstances where the Capstead Companies or any of them intended to incur, or believed that any of them would incur, Liabilities that would be beyond the ability of the Capstead Companies or any of them to pay as such Liabilities matured; (d) To the Knowledge of each Capstead Company, the Purchaser is not a creditor of the Capstead Companies or any of them. The transactions contemplated by this Agreement and the Related Agreements are not being made on account of or in satisfaction of any claim held by the Purchaser, other than such claim or claims that might arise or have arisen in connection with the execution of this Agreement or any Related Agreement; and (be) aboveExcept as set forth in Schedule 2.36(e), including the related schedules and notes theretosince November 30, 1997, there have been prepared in accordance with GAAP ap- plied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants no transfers, sales or Respon- sible Officer, as the case may be, and as disclosed therein). Neither the Company nor assignments between or among any of its consolidated Subsidiaries had, at the date Capstead Companies with respect to any of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability Purchased Assets 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 4.1Assumed Obligations. Since December 31, 1996, there has been no Each such 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 Personassignment set forth on Schedule 2.36(e) which is material in rela- tion was for consideration at least equal to the consolidated financial condition fair value of the Company and its consolidated Subsidiaries at December 31, 1996, except as described in Schedule 4.1 such asset 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 consolidated balance sheets sheet of the Company and its consolidated Subsidiaries Borrower as at December 31of each Statement Date, 1996 and the related consolidated statements of income and of income, cash flows and changes in members’ 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 ObligeeAdministrative Agent and any Lender, fairly and accurately present in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries Borrower on an individual basis as at such date, that Statement Date and the consolidated results of their its operations and their consolidated cash flows for the fiscal year then endedperiod ended on that Statement Date. As of each Statement Date, Borrower does not have any 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, said 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 Administrative Agent in writing. Said financial statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved. Since the most recent Statement Date, there has been no material adverse change in the business, operations, assets, or financial condition of Borrower, 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, or with respect to, Borrower to Administrative Agent and any Lender, including schedules of Contingent Liabilities and off balance sheet transactions, were true, accurate and complete in all material respects, and did not omit any information necessary in order to make any provided information not misleading in any material respect. (b) In Borrower has no assets, Indebtedness or Contingent Liabilities other than (i) the event Pledged Loans, (ii) obligations under this Agreement, the Issuance Date occurs after May 15Warehousing Notes and the other Loan Documents, 1997: The unaudited consolidated balance sheets of (iii) obligations under the Company and its consolidated Subsidiaries as at March 31, 1997Loan Servicing Agreement, and the related consolidated statements of income (iv) Subordinated Debt as and cash flows for the three months then ended, a copy of which has been delivered to the Obligeeextent permitted under this Agreement, fairly it being acknowledged and accurately presents the consolidated financial condition agreed that no Subordinated Debt exists as 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 discretionthis 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. The Company has furnished to the Initial Investors true and complete copies of (ai) The consolidated the audited balance sheets sheet of the Company and its consolidated Subsidiaries as at of December 31, 1996 (the "1996 Audited Balance Sheet") and the related consolidated statements statement of income income, changes in 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 consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. ended and of the audit report thereon of the Company's independent certified public accountants and (bii) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated interim balance sheets sheet of the Company and its consolidated Subsidiaries as at March 31of June 30, 1997, 1997 (the "Unaudited Balance Sheet") and the related consolidated statements of income and cash flows statement for the three months six month period then ended. Such 1996 Audited Balance Sheet and related financial statements, a copy of which has been all as previously 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, Initial Investors have been prepared in accordance with GAAP ap- plied generally accepted accounting principles ("GAAP"), consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may beapplied, and as disclosed therein). Neither fairly present the financial position, results of operations, assets and liabilities of the Company nor any of its consolidated Subsidiaries had, at the date as of the most recent balance sheet referred respective dates and for the respective fiscal periods covered thereby. The Unaudited Balance Sheet and related income statement were prepared consistent with GAAP, subject to aboveaudit adjustments, notes and footnote disclosures that would customarily be required to comply with financial statements presented according to GAAP, and fairly present the financial position, results of operations, assets and liabilities of the Company as of the dates and for the fiscal period covered thereby. Except as set forth on Schedule 3.5, there are no material liabilities or obligations of any material Guarantee Obligationnature, whether known or unknown, accrued or not accrued, absolute, 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 transactionotherwise, which is are not reflected in disclosed as such on the foregoing aforementioned financial statements or in the notes thereto or thereto. Except as set forth in Schedule 4.1. Since 3.5, since December 31, 1996, the Company has not incurred any material liability or obligation, accrued, absolute, contingent or otherwise, except in the normal course of the Company's business. Since June 30, 1997, there has been no salematerial adverse change in the assets or liabilities, transfer or other disposition or agreement therefor by in the Company or any of its consolidated Subsidiaries of any ma- terial part of its business or property and no purchase condition, financial or other acquisition of any business otherwise, 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 or prospects, of the Company Company, whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God, or other public force or otherwise; and Subsidiar- ies for to the period from January 1best knowledge, 1996 through information and belief of the date thereofCompany, no fact or condition exists or is contemplated or threatened which might cause such a change in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotesfuture.

Financial Condition. (a) The consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at December 31, 1996 1998, and the related consolidated statements of income and consolidated statement of cash flows for the fiscal year ended on such date, reported on by Ernst & YoungPricewaterhouseCoopers, a copy copies of which has have heretofore been furnished to the ObligeeLender, 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 31, 1997, 1999 and the related unaudited consolidated statements of income and consolidated statement of cash flows for the three months then ended3-month period ended on such date, a copy copies of which has have heretofore been delivered furnished to the ObligeeLender, 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, 3-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 had, as at the date of the most recent balance sheet referred to aboveDecember 31, 1998, 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 4.1thereto. Since During the period from December 31, 19961998 to and including the Closing Date, there has not been no and will not have been any 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 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 or any of its consolidated Subsidiaries at December 31, 1996, except as described in Schedule 4.1 1998. The Company's independent accountants have not issued any management letter commenting on the Company's internal controls or consented to in writing by the Obligee in its sole discretionotherwise. (db) The three-year Management Business Plan update pro forma consolidated balance sheet of the Company and its consolidated Subsidiaries as at March 31, 1999, certified by a Responsible Officer (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Lender, is the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the making of the Revolving Loan, (ii) the making of any Working Capital Loans to be made on the Closing Date, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents, and (iv) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated and consolidating financial position of the Company and its Subsidiaries as at March 31, 1999, assuming that the events specified in the 40 46 preceding sentence had actually occurred on such date, based upon the Company's good faith estimates. (c) The operating forecast, balance sheets and cash flow projections of the Company and its consolidated Subsidiaries for the period 1996-1998 delivered June 1, 1999 through December 31, 1999 (including monthly forecasts for the period June 1, 1999 through December 31, 1999), copies of which have heretofore been furnished to the Obligee prior to the date hereof (i) was Lender, have been prepared in good faith upon assumptions believed by under 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 direction of a Responsible Officer 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 respectsas amended from time to time, the actual results of operations "Projections"). The Company has no reason to believe that, as of the Company and Subsidiar- ies for the period from January 1, 1996 through the date of delivery thereof, the Projections are incorrect or misleading in accordance with GAAPany material respect, subject or omit to recurring year-end audit adjustments and the absence of footnotesstate any fact which would render them misleading in any material respect.