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 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 audited consolidated balance sheets of the Company and its consolidated Subsidiaries Parent Borrower as at December 31, 1996 2022, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the fiscal year ended on such date, reported on by Ernst and accompanied by an unqualified report from ▇▇▇▇▇ & YoungYoung LLP, a copy of which has been furnished to the Obligeepresent fairly, fairly and accurately present in all material respects, the consolidated financial condition of the Company Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: . The unaudited consolidated balance sheets sheet of the Company Parent Borrower and its consolidated Subsidiaries as at March 31, 1997, the last day of any subsequent fiscal quarter ended at least 45 days prior to the Closing Date and the related unaudited consolidated statements of income and cash flows for the three months then endedthree-month periods ended on such dates, a copy of which has been delivered to the Obligeepresent fairly, fairly and accurately presents in all material respects, the consolidated financial condition of the Company Parent Borrower and its con- solidated Subsidiaries as at such datedates, and the consolidated results of their its operations and their its consolidated cash flows for the three months, three-month periods then ended (subject to normal year-end audit adjustments) and a Responsible Officer has so certified to the Obligee. (c) ). All such financial statements described in clauses (a) and (b) abovestatements, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied applied consistently throughout the periods involved (except for such inconsistencies as approved by such the aforementioned firm of accountants or Respon- sible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at the date . (b) As of the most recent balance sheet referred to aboveClosing Date, no Group Member has any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual for- ward forward or long-term commitmentcommitments, including any interest rate or foreign currency swap or exchange transactiontransaction or other obligation in respect of derivatives, which is that are required to be reflected in financial statements in accordance with GAAP and are not reflected in the foregoing most recent financial statements or referred to in paragraph (b). During the notes thereto or in Schedule 4.1. Since period from December 31, 1996, 2022 to and including the Closing Date there has been no sale, transfer or other disposition or agreement therefor Disposition by the Company or any of its consolidated Subsidiaries Group Member of any ma- terial material part of its the business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) which is material in rela- tion to the consolidated financial condition of the Company and its consolidated Subsidiaries at December 31Group Members, 1996, except taken as described a whole (other than in Schedule 4.1 or consented to in writing by the Obligee in its sole discretionordinary course of business). (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The 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 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. (a1) The consolidated balance sheets sheet of the Company Guarantor and its consolidated Subsidiaries as at December 31, 1996 2019 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Ernst & Youngthe Guarantor's independent public accountants, a copy copies of which has have heretofore been furnished to the ObligeeAdministrative Agent, are complete and correct, in all material respects, and present fairly and accurately present the consolidated financial condition of the Company Guarantor and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated . Such financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) All such financial statements described in clauses (a) and (b) abovestatements, including the any related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied applied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may be, external auditors and as disclosed therein, if any). Neither . (2) Except as disclosed in Schedule V attached hereto, neither the Company Guarantor nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligationguarantee obligation, contingent liability or liability for taxes(as defined in accordance with GAAP), or any long-term lease or unusual for- ward forward or long-term commitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto thereto, except for guarantees, indemnities or in Schedule 4.1. Since similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (3) During the period from December 31, 19962019 to and including the date hereof, there has been no saleexcept as disclosed in Schedule V attached hereto, transfer or other disposition or agreement therefor by neither the Company or any of Guarantor nor its consolidated Subsidiaries has sold, transferred or otherwise disposed of any ma- terial material part of its business or property and no purchase property, nor has it purchased or other acquisition of otherwise acquired any business or property (including any capital stock of any other Person) which is material in rela- tion relation to the consolidated financial condition of the Company Guarantor and its consolidated Subsidiaries at December 31, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion2019. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young, a copy of which Borrower has been furnished heretofore delivered to the ObligeeLenders, fairly and accurately present at the consolidated financial condition of the Company and its consolidated Subsidiaries Lenders’ request, the, as at such dateapplicable, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The audited or unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31sheets, 1997, and the related consolidated statements of income and cash flows of the Borrower and its subsidiaries as at and for the three months then endedFiscal Year ended December 31, a copy 2020 and for the Fiscal Quarter ended June 30, 2021, it being understood and agreed that the filing of which has been delivered the Borrower’s Form 10-K for such Fiscal Year and Form 10-Q for such Fiscal Quarter with the SEC shall constitute such delivery. Subject, in the case of such unaudited statements, to the Obligee, fairly absence of footnotes and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal customary year-end audit adjustments, all such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated basis) and a Responsible Officer has so certified to of the Obligee. (c) All entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated basis) of the entities described in clauses (a) and (b) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied consistently throughout therein for each of the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may be, and as disclosed therein)then ended. Neither the Company Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, has any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitmentcommitment not incurred in the ordinary course of business that as of the Closing Date, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing Borrower’s audited consolidated balance sheets, statements of income and cash flows of the Borrower and its subsidiaries as at and for the Fiscal Year ended December 31, 2020 or in the notes thereto or in Schedule 4.1. Since December 31Borrower’s unaudited consolidated balance sheets, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any statements of its consolidated Subsidiaries of any ma- terial part of its business or property income and no purchase or other acquisition of any business or property (including any capital stock of any other Person) which is material in rela- tion to the consolidated financial condition cash flows of the Company Borrower and its consolidated Subsidiaries subsidiaries as at December 31the Fiscal Quarter ended June 30, 19962021 or the notes thereto, except as or described in Schedule 4.1 or consented 7.01, that would reasonably be expected to in writing by the Obligee in its sole discretionhave a Material Adverse Effect. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The consolidated Company has heretofore furnished to the Administrative Agent (a) the audited Consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated audited statements of income income, retained earnings and cash flow of cash flows the Company and its Subsidiaries audited by KPMG, LLP, the Company’s independent registered public accounting firm, for the fiscal year ended on such dateJuly 31, reported on by Ernst & Young, a copy of which has been furnished to 2008 and (b) the Obligee, fairly and accurately present the consolidated financial condition unaudited Consolidated balance sheet of the Company and its consolidated Subsidiaries as at such dateof April 30, and 2009, the consolidated results related unaudited Consolidated statements of their operations and their consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets income of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then endedand nine-month periods ended April 30, a copy of which has been delivered 2009 and the cash flow statement for the nine-month period ended April 30, 2009 (collectively, the “financial statements”). The financial statements were prepared in conformity with Generally Accepted Accounting Principles and, to the ObligeeCompany’s knowledge, fairly and accurately presents present the consolidated financial condition of the Company position and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) All such financial statements described in clauses (a) and (b) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated Subsidiaries of any ma- terial part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) which is material in rela- tion to the consolidated financial condition of the Company and its consolidated Subsidiaries at December 31, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies its Subsidiaries as of the date of such financial statements and for the period from January 1periods to which they relate and, 1996 through since the date thereofof such financial statements, except as disclosed in accordance with GAAPthe Company’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q filed June 3, subject 2009 (the “Latest 10-Q”), no material adverse change in the business, operations or assets or condition (financial or otherwise) of the Company and its Subsidiaries has occurred. There are no material obligations or material liabilities, contingent or otherwise, of the Company and its Subsidiaries which are not reflected in such financial statements other than obligations incurred in the ordinary course of the Company’s business since the date of such financial statements, disclosed in the Latest 10-Q or specifically disclosed elsewhere in this Agreement or any schedule hereto, subject, however, to recurring normal year-end audit adjustments with respect to the unaudited financial statements referred to above. (b) The Company and each of the absence of footnotesGuarantors is Solvent.

Financial Condition. (a) The 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. (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. 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 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 audited consolidated balance sheets financial statements of the Company Borrower and its consolidated Subsidiaries as at December 31for the fiscal years ended November 30, 1996 2004, 2005 and 2006, together with the related consolidated statements of income or operations, equity and of cash flows for the fiscal year years ended on such datedates, reported on by Ernst & Young, a copy of which has been furnished to (ii) the Obligee, fairly and accurately present the unaudited consolidated financial condition statements of the Company Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15three-month period ending on February 28, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 312007, 1997, and together with the related consolidated statements of income or operations, equity and cash flows for the three months then ended, three-month period ending on such date and (iii) a copy pro forma balance sheet of which has been delivered the Borrower and its consolidated Subsidiaries as of the last day of the quarter ended immediately prior to the ObligeeClosing Date: (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly and accurately presents present the consolidated financial condition of the Company Borrower and its con- solidated consolidated Subsidiaries as at such dateof the date thereof (subject, and in the consolidated results case of their operations and their consolidated cash flows for the three monthsunaudited financial statements, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to results of operations for the Obligee.period covered thereby; (cC) All such financial statements described in clauses (a) show all material Indebtedness and (b) aboveother liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date thereof, including the related schedules liabilities for taxes, material commitments and notes theretocontingent obligations, have been required to be shown on a balance sheet prepared in accordance with GAAP ap- plied consistently throughout the periods involved GAAP; and (except for such inconsistencies as approved by such accountants D) show all other material Indebtedness and other liabilities, direct or Respon- sible Officercontingent, as the case may be, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated Subsidiaries of any ma- terial part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) which is material in rela- tion to the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries at December 31, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in the notes (shown in accordance with GAAP, subject ) to recurring yearthe financial statements referred to in Section 3.1(a)(i) and (ii) above. (b) The five-end audit adjustments year projections of the Borrower and its consolidated Subsidiaries delivered to the absence of footnotesLenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

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

Financial Condition. (a) The consolidated balance sheets 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 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. (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. Borrower (a) The consolidated balance sheets of has not entered into the Company and its consolidated Subsidiaries as at December 31transaction or executed the Note, 1996 and this Security Instrument or any Other Security Document with the related consolidated statements of income and of cash flows for the fiscal year ended on such dateactual intent to hinder, reported on by Ernst & Youngdelay or defraud any creditor, 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, 1997is solvent, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which no proceeding under Creditors Rights Laws with respect to Borrower 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 dateinitiated, 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 received reasonably equivalent value in exchange for its obligations under such financial statements described in clauses (a) documents. Giving effect to the Loan, the fair saleable value of Borrower's assets exceeds and (b) abovewill, immediately following the making of the Loan, exceed Borrower's total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower's assets is and will, immediately following the making of the Loan, be greater than Borrower's probable liabilities, including the related schedules maximum amount of its contingent liabilities on its debts as such debts become absolute and notes theretomatured. Borrower's assets do not and, have been prepared in accordance with GAAP ap- plied consistently throughout immediately following the periods involved (except for such inconsistencies making of the Loan will not, constitute unreasonably small capital to carry out its business as approved by such accountants conducted or Respon- sible Officer, as the case may beproposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as disclosed thereinthey mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). Neither the Company nor Except as expressly disclosed to Lender in writing, no petition in bankruptcy has been filed against Borrower, Guarantor, Indemnitor or 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 taxesrelated entity thereof, or any long-term lease principal, general partner 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 member thereof, in accordance with GAAPthe last seven (7) years, subject to recurring year-end audit adjustments and neither Borrower, Guarantor, Indemnitor nor any related entity thereof, nor any principal, general partner or member thereof, in the absence last seven (7) years has ever made an assignment for the benefit of footnotescreditors or taken advantage of any Creditors Rights Laws.

Financial Condition. (a) The Borrower has heretofore furnished to the Agent and each Lender an audited consolidated balance sheets sheet of the Company Borrower and its consolidated Subsidiaries Consolidated Entities as at December 31, 1996 1998 and the notes thereto and the related consolidated statements of income income, stockholders' equity and of cash flows for the fiscal year Fiscal Year then ended on such date, reported on as examined and certified by Ernst & YoungYoung LLP, and unaudited consoidated interim financial statements of the Borrower and its Consolidated Entitites consisting of a copy consolidated balance sheet and related consolidated statements of which has been furnished to income, stockholders' equity and cash flows, in each case without notes, for and as of the Obligeeend of the nine month period ending September 30, 1999. Except as set forth therein, such financial statements (including the notes thereto) present fairly and accurately present the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries Consolidated Entities as at of the end of such date, Fiscal Year and the consolidated nine month period and results of their operations and their consolidated cash flows the changes in its stockholders' equity for the fiscal year Fiscal Year and interim period then ended., all in conformity with GAAP applied on a Consistent Basis, subject however, in the case of unaudited interim statements to year end audit adjustments; (b) In the event the Issuance Date occurs after May 15since September 30, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) All such financial statements described in clauses (a) and (b) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 19961999, there has been no salematerial adverse change in the condition, transfer financial or other disposition or agreement therefor by otherwise, of the Company Borrower or any of its consolidated Subsidiaries of any ma- terial part of its business Consolidated Entities, or property and no purchase in the businesses, properties, performance, prospects or other acquisition of any business or property (including any capital stock of any other Person) which is material in rela- tion to the consolidated financial condition of the Company and its consolidated Subsidiaries at December 31, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for Borrower or any of its Consolidated Subsidiaries nor have such businesses or properties been materially adversely affected as a result of any fire, explosion, earthquake, accident, strike, lockout, combination of workers, flood, embargo or act of God; and (c) except as set forth in the period from January 1financial statements referred to in Section 5.6(a) or in Schedule 5.6 or permitted by Section 7.3, 1996 through neither the date thereofBorrower nor any Consolidated Entity has incurred, other than in accordance with GAAPthe ordinary course of business, subject to recurring year-end audit adjustments and the absence of footnotesany material Indebtedness, Contingent Obligation or other commitment or liability which remains outstanding or unsatisfied.

Financial Condition. (a) The consolidated balance ------------------- sheets of the Company and its consolidated Subsidiaries as at December 31, 1996 and December 31, 1997, 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, 1998 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-long- term lease or unusual for- ward forward or long-term commitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto thereto. Except as disclosed in filings with the Securities and Exchange Commission made by the Company on or in Schedule 4.1. Since prior to September 10, 1998, 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 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, 19961997, 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 unaudited projected pro forma consolidated balance sheet of --- ----- the period 1996-Company and its consolidated Subsidiaries as at December 31, 1998 delivered (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to the Obligee prior each Lender, has been prepared after giving effect on a projected basis to the date hereof (i) was the consummation of the ▇▇▇▇▇▇ Automotive Acquisition, (ii) the loans to be made under the New Term Loan Agreement and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared in good faith upon assumptions believed by based on the best information available to the Company to be reasonableas of the date of delivery thereof, it being understood that and presents fairly on a projected pro forma basis the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control estimated financial position --- ----- of the Company and may be significantits consolidated Subsidiaries as at December 31, and thus no assurance can be given that such projections will be realized1998, and (ii) presents fairly, after giving effect to the events specified 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 footnotespreceding sentence.

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 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. (a) The audited consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31, 1996 2005 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 geographic region as at March 31September 30, 1997, 2006 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 September 30, a copy of which has been delivered to 2006, present fairly the Obligee, fairly and accurately presents the consolidated consolidating financial condition of the Company and its con- solidated consolidated Subsidiaries by geographic region 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, 2006 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, 2006 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 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 Borrower has heretofore furnished ------------------- to the Administrative Agent, with a copy for each Lender, the following: (i) the audited balance sheets of the Company and its consolidated Consolidated Subsidiaries as at December 31, 1995, 1996 and 1997 and the related audited consolidated statements of income operations, stockholders' equity and cash flows for each of the fiscal years ended on said dates, together with a true and correct copy of the report on such audited information by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP; (ii) the audited balance sheets of MAGIC and its Consolidated Subsidiaries as at May 31, 1995, 1996 and 1997 and the related audited consolidated statements of operations, stockholders' equity and cash flows for each of the fiscal years ended on said dates, together with a true and correct copy of the report on such audited information by Coopers & ▇▇▇▇▇▇▇ L.L.P.; and (iii) the audited balance sheet of MAGIC and its Consolidated Subsidiaries as at February 28, 1998 and the related audited consolidated statements of operations, stockholders' equity and cash flows for the fiscal year nine- month period ended on such said date, reported on by Ernst & Young, together with a true and correct copy of which has been furnished to the Obligeereport on such audited information by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, fairly and accurately present the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then endedLLP. (b) In All financial statements referred to in the event preceding paragraph (a) fairly present the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries respective entities as at such datethe respective dates, and the consolidated respective financial results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) All such financial statements described in clauses (a) and (b) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officeroperations, as the case may be, and as disclosed thereinfor the respective periods on said respective dates, all in accordance with GAAP (subject, in the case of clause (iii) above, to normal year-end audit adjustments). Neither the Company nor any of its consolidated Subsidiaries had, at has on the date of the most recent balance sheet referred to above, Amendment/Restatement Effective Date any material Guarantee Obligationcontingent liabilities, contingent liability or liability liabilities for taxes, or any long-term lease or unusual for- ward forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including any interest rate except as referred to or foreign currency swap reflected or exchange transaction, which is not reflected provided for in the foregoing said financial statements as at said dates or in the notes thereto or in Schedule 4.1as permitted hereby. Since December 31, 19961997, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated Subsidiaries of any ma- terial part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) which is material adverse change in rela- tion to the consolidated financial condition condition, operations, business or prospects taken as a whole of the Company and its Consolidated Subsidiaries (other than MAGIC and its Subsidiaries) from that set forth in the relevant financial statements described above as at said date. Since February 28, 1998, there has been no material adverse change in the consolidated financial condition, operations, business or prospects taken as a whole of MAGIC and its Subsidiaries from that set forth in the relevant financial statements described above as at said date. (c) The pro forma balance sheet referred to in Section 7.01(n) (i) has --- ----- been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated --- ----- financial position of Borrower and its consolidated Subsidiaries at as of, or for the year ended, as applicable, December 31, 19961997, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion. (d) The three-year Management Business Plan update for the period 1996-1998 delivered after giving effect to the Obligee prior to the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotesMAGIC Transaction.

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

Financial Condition. 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. (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. (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. 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 Borrower has heretofore furnished to each Lender an audited consolidated balance sheets sheet of the Company Borrower and its consolidated Subsidiaries as at December March 31, 1996 2000 and the notes thereto and the related consolidated statements of income operations, stockholders' equity and of cash flows for the fiscal year Fiscal Year then ended on as examined and certified by Arthur Andersen, LLP, and unaudited consolidated interim fina▇▇▇▇▇ s▇▇▇▇▇▇▇▇s of the Borrower and its Subsidiaries consisting of a consolidated balance sheet and related consolidated statements of operations, stockholders' equity and cash flows, in each case without notes, for and as of the end of the three-month period ending June 30, 2000. 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 operations and their consolidated cash flows the changes in its stockholders' equity for the fiscal year Fiscal Year and interim period then ended., all in conformity with GAAP applied on a Consistent Basis, subject however, in the case of unaudited interim statements to year end audit adjustments and other customary adjustments; (b) In since the event later of (i) the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets date of the Company and its consolidated Subsidiaries as at March 31audited financial statements delivered pursuant to SECTION 8.6(a) hereof or (ii) the date of the audited financial statements most recently delivered pursuant to SECTION 9.1(a) hereof, 1997there has not occurred any event, and the related consolidated statements of income and cash flows for the three months then ended, a copy of condition or circumstance which has been delivered had or could reasonably be expected to have a Material Adverse Effect, nor have the Obligee, fairly and accurately presents the consolidated financial condition businesses or properties of the Company and its con- solidated Subsidiaries Borrower or any Subsidiary been materially adversely affected as at such datea 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 financial statements described referred to in clauses (aSECTION 8.6(a) and (b) aboveor in Schedule 8.6 or permitted by SECTION 10.5, including neither 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 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, any material Guarantee ObligationIndebtedness, contingent liability Guaranties 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 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 discretionunsatisfied. (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 the Company and its consolidated Subsidiaries as at December 31, 1996 2002 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 legal entity (with respect to Subsidiaries organized under the laws of the United States and Canada) and by principal operating group (with respect to other Subsidiaries) as at March 31September 30, 1997, 2003 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 September 30, a copy of which has been delivered to 2003, present fairly the Obligee, fairly and accurately presents the consolidated consolidating financial condition of the Company and its con- solidated consolidated Subsidiaries by legal entity (with respect to Subsidiaries organized under the laws of the United States and Canada) and by principal operating group (with respect to other 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 September 30, 1996, 2003 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 (other than the sale of certain Microtronica businesses) and no purchase or Arrow Electronics Credit Agreement 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, 2003 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 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 balance sheets of the Company Parent and its consolidated Subsidiaries as at December 31September 30, 1996 1997 and September 30, 1998 and the related consolidated statements of income and of cash flows for the fiscal year ended on each such date, reported on by Ernst & YoungKPMG Peat Marwick, a copy copies of which has have heretofore been furnished to the Obligeeeach Lender, are complete and present fairly and accurately present in all material respects the consolidated financial condition of the Company Parent and its consolidated Subsidiaries as at each such date, and the consolidated results of their operations and their consolidated cash flows for the relevant fiscal year then ended. The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at March 31, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such March date, certified in each case by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and present fairly in all material respects the consolidated financial condition of the Parent 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 in each case 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 (provided that interim statements may be condensed and exclude footnotes) 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 Parent 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. 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 consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31, 1996 1995 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 ObligeeLender, 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 31September 30, 19971996, and the related consolidated statements of income and cash flows for the three months and fiscal year then ended, a copy of which has been delivered to the ObligeeLender, 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, and fiscal year, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the ObligeeLender. (c) All such financial statements described in clauses (a) and (b) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied applied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31September 30, 1996, 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 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 31September 30, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee Lender in its sole discretion. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee Lender 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 Subsidiaries 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 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, 1997, 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-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, 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 Capital Stock of any other Person) which is material in rela- tion relation to the consolidated financial condition of the Company and its consolidated Subsidiaries at December 31, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The audited consolidated balance sheets of the Company and its consolidated Subsidiaries as and of the Symphony Assets at December 31, 1996 1995 and 1994 and the related consolidated statements of income income, shareholders equity and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young, a copy of which has been furnished to the Obligee, fairly and accurately present the consolidated financial condition of the Company and its Subsidiaries and of the Symphony Assets for the three-year period ended December 31, 1995, certified by the independent certified public accountants of the Company and Symphony, respectively, copies of which have been delivered to the Agent, were prepared in accordance with GAAP, have been prepared from, and are consistent with, the books and records of the Company and its Subsidiaries and of Symphony, respectively, and fairly present the consolidated financial position of the Company and its Subsidiaries and of Symphony, respectively, as at such date, the respective dates thereof and the consolidated results of their operations and their consolidated cash flows of the Company and its Subsidiaries and of the Symphony Assets, respectively, for the fiscal year periods then ended. None of the Company, any of its Subsidiaries or, to the best knowledge of the Company, the Symphony Assets had at December 31, 1995 any material contingent liabilities, liabilities for Taxes or long-term leases, unusual forward or long-term commitments or unrealized or unanticipated losses from any unfavorable commitments which are not reflected or reserved against in the foregoing statements or in the notes thereto. No events which have had or could reasonably be expected to have a Material Adverse Effect have occurred since December 31, 1995 except as reflected therein. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as and to the best knowledge of the Company, of the Symphony Assets at March 31, 1997, 1996 and the related consolidated statements of income income, retained earnings (deficit) and cash flows of each such entity for the three months period then ended, a copy of which has been delivered to the ObligeeAgent, were prepared in accordance with GAAP consistently applied (except to the extent noted therein), have been prepared from, and are consistent with, the books and records of each such entity and fairly and accurately presents present the consolidated financial condition position of the Company and its con- solidated Subsidiaries each such entity as at of such date, date and the consolidated results of their operations and their consolidated cash flows of each such entity for the three monthsperiod covered thereby, then ended (in each case subject to normal year-end adjustments) and a Responsible Officer has so certified to audit adjustments (including footnotes), consistent with past practices. None of the Obligee. (c) All such financial statements described in clauses (a) and (b) aboveCompany, 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 or Symphony had on 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 Taxes or long-term commitmentleases, including unusual forward or long-term commitment or unrealized or unanticipated losses from any interest rate or foreign currency swap or exchange transaction, unfavorable commitment which is are not reflected or reserved against in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December thereto. (c) The pro forma balance sheet of the Company as of March 31, 1996, there a copy of which has heretofore been no salefurnished to the Agent, transfer or other disposition or agreement therefor by fairly presents the estimated consolidated opening balance sheet of the Company or any assuming the Transactions had occurred as of its consolidated Subsidiaries of any ma- terial part of its business or property March 31, 1996, 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 on the Closing Date does not differ in Schedule 4.1 or consented to in writing by any material respect from the Obligee in its sole discretioninformation therein set forth. (d) The three-year Management Business Plan update for the period 1996-1998 delivered Upon giving effect to the Obligee prior to the date hereof Transactions: (i) was prepared in good faith upon assumptions believed by The fair saleable value of 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 assets of the Company and may be significanteach of its Subsidiaries, and thus no assurance can be given on a stand-alone basis, exceeds the amount that such projections will be realized, required to be paid on or in respect of the existing debts and other liabilities (including contingent liabilities) of such Person as they mature. (ii) presents fairly, in all material respects, the actual results The assets of operations each of the Company and Subsidiar- ies its Subsidiaries, on a stand-alone basis, do not constitute unreasonably small capital for any such Person to carry out its business as now conducted and as proposed to be conducted including the period from January 1capital needs of any such Person, 1996 through taking into account the date particular capital requirements of the business conducted by such Person, and projected capital requirements and capital availability thereof. (iii) The Company does not intend to, and will not permit any of its Subsidiaries to, incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of debt of each of such Person). The cash flow of the Company and each of its Subsidiaries, after taking into account all anticipated uses of the cash of each such Person, will at all times be sufficient to pay all amounts on or in respect of debt of each such company when such amounts are required to be paid. (iv) The Company does not intend, and does not believe, that final judgments against any of the Company or its Subsidiaries in actions for money damages will be rendered at a time when, or in an amount such that, any such Person will be unable to satisfy any such judgments promptly in accordance with GAAP, subject to recurring year-end audit adjustments their terms (taking into account the maximum reasonable amount of such judgments in any such actions and the absence earliest reasonable time at which such judgments might be rendered). The cash flow of footnotesthe Company and each of its Subsidiaries, on a stand-alone basis, after taking into account all other anticipated uses of the cash of each such Person (including the payments on or in respect of debt referred to in paragraph (iii) of this Section 4.6(d)), will at all times be sufficient to pay all such judgments promptly in accordance with their terms.

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 Rose Hills and its consolidated Subsidiaries Subsidiaries, the Association and its Subsidiary and the Satellite Properties, in each case as at December 31, 1996 1995 and the related consolidated statements of income income, stockholders' equity and of cash flows of such Persons 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 Rose Hills and its consolidated Subsidiaries as at such date, and the consolidated results of their operations Association and their consolidated cash flows for its Subsidiary and 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 Satellite Properties, in each case as at March 31June 30, 1997, 1996 and the related unaudited consolidated and other statements of income income, stockholders' equity and cash flows of Rose Hills and its Subsidiaries, the Association and its Subsidiary and of the Satellite Properties for the three six months then ended and (iii) the unaudited monthly balance sheets of each of the Association and Rose Hills Mortuary L.P. as at the monthly periods ended July 31, 1996, August 31, 1996 and September 30, 1996 and the related unaudited statements for such monthly periods, in each case prepared by management for internal purposes. All such statements in clauses (i) and (ii) were prepared in conformity with GAAP and fairly present, 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 . Except as set forth on Schedule 5.3 annexed hereto and, in respect of the Obligee. (c) All such financial statements described in clauses (a) and (b) aboveGuaranties as of the Closing 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 neither Holdings nor any of its consolidated Subsidiaries had, at has (and neither Holdings nor any of its Subsidiaries will have following the date funding of the most recent balance sheet referred to above, initial Loans) any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term 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 Holdings or any of its consolidated Subsidiaries of any ma- terial part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) which is material in rela- tion to the consolidated financial condition of the Company and its consolidated Subsidiaries at December 31, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretionSubsidiaries. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The consolidated balance sheets Borrower has delivered to Lender copies of the Company and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated most recent audited financial statements of income and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young, a copy of which has been furnished to the Obligee, fairly and accurately present the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997Borrower, and the related consolidated statements of income income, stockholders' equity and statement of cash flows flow for the three months then endedyear ended December 31, a copy of which 1994, by its independent Certified Public Accountant. Borrower has been also delivered to Lender copies of the Obligeebalance sheet of Borrower as of September 30, 1995, and the related statements of income, stockholders' equity and statement of cash flow for the period ended such date, which financial statements have not been certified by its independent Certified Public Accountant. Such financial statements are true and correct in all material respects, fairly and accurately presents represent the consolidated financial condition of the Company Borrower as of such dates and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) All such financial statements described in clauses (a) and (b) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may be, unaudited financial statements omit certain footnotes) applied on a basis consistent with that of prior periods; and as of the date hereof, there are no obligations, liabilities or Indebtedness (including contingent and indirect liabilities and obligations) of Borrower which are (separately or in the aggregate) material and are not reflected in such financial statements or otherwise disclosed therein)herein. Neither the Company nor any of its consolidated Subsidiaries had, at Since the date of the most recent balance sheet referred above referenced year end financial statements and quarterly financial statements, there has not been: (i) any Material Adverse Change in the financial condition, results of operations, business, prospects, assets or liabilities (contingent or otherwise, whether due or to abovebecome due, known or unknown), of the Borrower; (ii) any material Guarantee Obligation, contingent liability dividend declared or liability for taxes, paid or distribution made on the capital stock of the Borrower or any capital stock thereof redeemed or repurchased; (iii) any incurrence of long-term lease debt by the Borrower; (iv) any salary, bonus or unusual for- ward compensation increases to any officers, key employees or long-term commitment, including agents of the Borrower or (v) any interest rate or foreign currency swap or exchange transaction, which is not reflected other transaction entered into by the Borrower except in the foregoing statements or in ordinary course of business and consistent with past practice. Borrower hereby acknowledges that Mama ▇▇▇▇▇'▇ lost money during the notes thereto or in Schedule 4.1. Since December 31Month of October, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated Subsidiaries of any ma- terial part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) which is material in rela- tion to the consolidated financial condition of the Company and its consolidated Subsidiaries at December 31, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments 1995 and the absence Borrower is aware of footnotesa compensation increases granted to ▇▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇.

Financial Condition. (a) The Borrower has heretofore delivered to the Administrative Agent (i) the audited consolidated balance sheets of the Company and its consolidated Subsidiaries Borrower as at December 31, 1996 2005, and the related consolidated statements of income income, stockholders' equity and of cash flows of the Borrower for the fiscal year ended on Fiscal Year then ended, and (ii) the unaudited consolidated balance sheets of the Borrower as at January 31, 2006 and the related unaudited consolidated statements of income, stockholders' equity and cash flows of the Borrower for the one month then ended. All such datefinancial statements were prepared in accordance with GAAP (except that any unaudited financial statements are subject to normal year-end adjustments and may not be accompanied by footnotes) and fairly present, reported on by Ernst & Youngin all material respects, a copy of which has been furnished to the Obligee, fairly and accurately present the consolidated financial condition position of the Company and its consolidated Subsidiaries such Persons as at such date, the date thereof and the consolidated results of their operations and their consolidated cash flows of such Person for the fiscal year period then ended. (b) In After giving effect to the event Loans made on the Issuance Date occurs after May 15Closing Date, 1997: The unaudited consolidated balance sheets the consummation of the Company and its consolidated Subsidiaries as at March 31, 1997, Refinancing and the related consolidated statements payment of income and cash flows for all transaction costs in connection with the three months then endedforegoing, (i) the Obligors taken as a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) All such financial statements described in clauses (a) whole are Solvent and (bii) aboveno Obligor has any material liability, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, reasonably likely contingent liability or liability for taxes, or any long-term lease or any unusual for- ward forward or long-term commitmentcommitment of a type required to be reflected in financial statements prepared in conformity with GAAP, including any interest rate or foreign currency swap or exchange transaction, which that is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1projections and pro forma financial information delivered pursuant to clause (j) of Article III. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated Subsidiaries of any ma- terial part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) which is material in rela- tion After giving effect to the consolidated financial condition Loans to be made on the Effective Date and the payment of all transaction costs in connection with the Company and its consolidated Subsidiaries at December 31foregoing, 1996, except the Obligors taken as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretiona whole are Solvent. (dc) The three-year Management Business Plan update Borrower maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the period 1996-1998 delivered to the Obligee prior to the date hereof Obligors and has (i) was prepared in good faith upon assumptions believed by the Company caused such disclosure controls and procedures to be reasonable, it being understood designed to ensure that material information relating to the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realizedObligors is reported internally, and (ii) presents fairly, in all material respects, caused such internal controls over financial reporting to be designed to provide reasonable assurance regarding the actual results reliability of operations financial reporting and the preparation of the Company and Subsidiar- ies financial statements for the period from January 1, 1996 through the date thereof, external purposes in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The consolidated audited balance ------------------- sheets of the Company and its consolidated Subsidiaries as at December 31, 1995, December 31, 1996 and December 31, 1997 the related consolidated statements of income operations and of cash flows for the fiscal year years ended on each such datedates, reported on audited by Ernst Coopers & Young▇▇▇▇▇▇▇ LLP, a copy copies of which has have heretofore been furnished to the Obligeeeach Lender, present fairly and accurately present in accordance with GAAP the consolidated financial condition of the Company and its consolidated Subsidiaries as at such datedates, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) . All such financial statements described in clauses (a) and (b) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied applied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent each balance sheet referred to above, any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or expressly permitted to be incurred hereunder. (b) The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at March 31, 1998 and the related consolidated statements of operations and of cash flows for the three-month period then ended, certified by a Responsible Officer of the Company, copies of which have heretofore been furnished to each Lender, present fairly in Schedule 4.1accordance with GAAP the financial position of the Company and its consolidated Subsidiaries as at such date and the consolidated results of their operations and their consolidated cash flows for the three-month period then ended (subject to normal year-end adjustments). Since Such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except as approved by such Responsible Officer and disclosed therein). The Company and its consolidated Subsidiaries did not have at the date of such balance sheet, any material Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency exchange transaction, which is not reflected in such balance sheet or in the notes thereto or in the notes to the Company's audited financial statements. During the period from December 31, 19961997 to the Closing Date, there has been no sale, transfer dividends or other disposition distributions have been declared, paid or agreement therefor made upon the Capital Stock of the Company or any of its consolidated Subsidiaries nor has any of the Capital Stock of the Company or any of its consolidated Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by the Company or any of its consolidated Subsidiaries Subsidiaries, respectively, in each case, except as contemplated in connection with the Merger. (c) The unaudited consolidated pro forma balance sheet of any ma- terial part the Company --- ----- and its consolidated Subsidiaries, as of its business or property and no purchase or other acquisition March 31, 1998, certified by a Responsible Officer of any business or property the Company (including any capital stock the "Pro Forma Balance Sheet"), copies of any other Person) ----------------------- which have been furnished to each Lender, is material in rela- tion to the consolidated financial condition unaudited balance sheet of the Company 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) the Merger and each of the transactions contemplated by the Merger Agreement and (ii) the incurrence of the Loans and the issuance of the Letters of Credit to be incurred or issued, as the case may be, on the Closing Date, and all Indebtedness that the Company and its consolidated Subsidiaries expect to incur, and the payment of all amounts the Company and its consolidated Subsidiaries expect to pay, in connection with the Merger. The Pro Forma Balance Sheet, together with the notes thereto, was prepared in based on good faith upon assumptions believed by in accordance with GAAP and is based on the best information available to the Company to be reasonable, it being understood that as of the projections therein contained as to future events are subject to certain uncertainties date of delivery thereof and contingencies which are beyond reflects on a pro forma basis the control financial position of the Company and may be significantits --- ----- consolidated Subsidiaries as of March 31, and thus no assurance can be given 1998, as adjusted, as described above, assuming that such projections will be realizedthe events specified in the preceding sentence had actually occurred as of March 31, 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 footnotes1998.

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.

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 Form 10-K, one or more copies of which have been furnished to you, contains consolidated balance sheets of the Company Parent and its consolidated Subsidiary, and the consolidated statements of income, stockholders' equity, and cash flows of the Parent and its consolidated Subsidiaries as at for each of the three years ended December 31, 1996 1999, including notes thereto, and the related opinion of PriceWaterhouseCoopers LLP, independent certified public accountants with respect to such financial statements. The Form 10-Q, one or more copies of which have been furnished to you, contains the unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries at, and the unaudited consolidated statements of income income, stockholders' equity, and of cash flows of the Parent and its consolidated Subsidiaries for the fiscal year ended on such dateperiod ended, reported on by Ernst & YoungSeptember 31, a copy 2000. All of which has been furnished to the Obligee, foregoing financial statements are complete and correct in all material respects and fairly and accurately present in all material respects the consolidated financial condition of the Company Parent and its consolidated Subsidiaries as at such date, the respective dates of said balance sheets 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 Parent 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 respective periods covered thereby. 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 generally accepted accounting principles applied on a consistent basis 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 otherwise noted therein). Neither There were no material liabilities, direct or indirect, fixed or contingent, of the Company nor any of Parent and its consolidated Subsidiaries hadas of the respective dates of such balance sheets that are not reflected therein or in the notes thereto. There has been no material change in the consolidated condition, at financial or otherwise, or operations of the Parent and its consolidated Subsidiaries since September 30, 2000, nor has the Parent or any Subsidiaries, except for the execution, delivery, and performance of this Agreement, incurred any Indebtedness for borrowed money, incurred any material liability, contingent or otherwise, except in the ordinary course of business (including acquisitions of business and assets), or entered into any material commitment or other transaction not in the ordinary course of business since such date. Each financial statement delivered by Borrower and Parent to Lender prior to the date of this Agreement is true and correct, fairly presents the financial condition of Borrower and Parent, and has been prepared in accordance with generally accepted accounting principles, consistently applied; as of the date of this Agreement, there are no obligations, liabilities or indebtedness (including contingent and indirect liabilities) which are material to Borrower or Parent and not reflected in such financial statements; and no material adverse changes have occurred in the financial condition or business of Borrower or Parent since 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, financial statements 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 Borrower 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 Parent have 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 footnotesLender.

Financial Condition. Company has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (ai) The the audited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at December March 31, 1996 1995 and the related consolidated statements of income income, stockholders' equity and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young, a copy of which has been furnished to the Obligee, fairly and accurately present the consolidated financial condition of the Company and its Subsidiaries for the Fiscal Year then ended and (ii) the unaudited consolidated and Consolidating balance sheets of Company and its Subsidiaries as at such dateJune 30, 1995 and the related unaudited consolidated results and Consolidating statements of their operations income, stockholders' equity and their consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, a copy of which has been delivered to the Obligeewhere applicable, fairly and accurately presents the consolidated financial condition Consolidating basis) of the Company and its con- solidated Subsidiaries entities described in such financial statements as at such date, the respective dates thereof and the consolidated results of their operations and their consolidated cash flows (on a consolidated and, where applicable, Consolidating basis) of the entities described therein for each of the three monthsperiods then ended, then ended (subject subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) All such financial statements described in clauses (a) and (b) above, including the related schedules information presented in the footnotes to Company's audited financial statements. Company does not (and notes thereto, have been prepared in accordance with GAAP ap- plied consistently throughout will not following the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at the date funding of the most recent balance sheet referred to above, initial Loans) have any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which commitment that is not reflected in the foregoing financial statements or in the notes thereto or or, following the funding of initial Loans, in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or financial statements required to be delivered pursuant to subsection 6.1 and which in any of its consolidated Subsidiaries of any ma- terial part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) which such case is material in rela- tion relation to the consolidated business, operations, properties, assets, condition (financial condition or otherwise) or prospects of the Company and its consolidated Subsidiaries at December 31Subsidiaries, 1996, except taken as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretiona whole. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. Company has heretofore delivered to Lenders, at Lenders' request, (ai) The the audited consolidated balance sheets sheet of the Company and its Subsidiaries as at October 31, 1996 and the related consolidated statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for the Fiscal Year then ended and (ii) the unaudited consolidated balance sheet of Company and its Subsidiaries as at January 31, 1997, April 30, 1997 and July 31, 1997 and the related unaudited consolidated statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for the periods then ended. All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Company does not (and will not following the funding of the initial Loans) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets or condition (financial or otherwise) of Company or any of its Subsidiaries. Company has heretofore delivered to Lenders, at Lenders' request, (i) the audited consolidated balance sheet of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries as at December 31, 1996 and the related consolidated statements of income income, stockholders' equity and of cash flows of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and its consolidated Subsidiaries as at such dateJune 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, stockholders' equity and cash flows of ▇▇▇▇▇▇▇▇- ▇▇▇▇▇ and its Subsidiaries for the three six months then ended. All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition basis) of the Company and its con- solidated Subsidiaries entities described in such financial statements as at such date, the respective dates thereof and the consolidated results of their operations and their consolidated cash flows (on a consolidated basis) of the entities described therein for each of the three monthsperiods then ended, then ended (subject subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments) . ▇▇▇▇▇▇▇▇-▇▇▇▇▇ does not (and a Responsible Officer has so certified to will not following the Obligee. (c) All such financial statements described in clauses (a) and (b) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at the date funding of the most recent balance sheet referred to above, initial Loans) have any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which commitment that is not reflected in the foregoing financial statements or in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer otherwise) or other disposition or agreement therefor by the Company prospects of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ or any of its consolidated Subsidiaries of any ma- terial part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) which is material in rela- tion to the consolidated financial condition of the Company and its consolidated Subsidiaries at December 31, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretionSubsidiaries. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The Company has heretofore furnished to the Lender (i) the audited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries and the related consolidated statements of income, retained earnings and cash flow of the Company and its consolidated Subsidiaries, audited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent certified public accountants, for the fiscal year ended September 30, 1998 and (ii) the unaudited balance sheet of the Company and its consolidated Subsidiaries and the related consolidated statements of income, retained earnings and cash flow of the Company and its consolidated Subsidiaries for the six month period ended March 31, 1999. Such financial statements were prepared in conformity with Generally Accepted Accounting Principles, applied on a consistent basis, and fairly present the financial condition and the results of operations of the Company and its consolidated Subsidiaries as at December 31, 1996 of the date of such financial statements and the related consolidated statements of income and of cash flows for the fiscal year ended on such dateperiods to which they relate and since September 30, reported on by Ernst & Young1998, no Material Adverse Effect has occurred. The Company shall deliver to the Lender, a copy certificate of which has been furnished to the Obligee, fairly and accurately present the consolidated financial condition Chief Financial Officer of the Company to that effect on the Closing Date. Other than obligations 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 liabilities arising in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31ordinary course of business since September 30, 19961998, there has been are no saleobligations or liabilities contingent or otherwise, transfer or other disposition or agreement therefor by of the Company or any of its consolidated Subsidiaries of any ma- terial part of its business which are not reflected or property and no purchase or disclosed on such audited statements 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 than obligations of the Company and of its consolidated Subsidiaries at December 31, 1996, except as described incurred in Schedule 4.1 or consented the ordinary course of business (which shall be deemed to in writing exclude acquisitions by the Obligee in its sole discretionCompany or any consolidated Subsidiary of the business or assets (including, without limitation, stock) of any Person). (db) The three-year Management Business Plan update for Company, individually, and together with its consolidated Subsidiaries, is Solvent and immediately after giving effect to each Loan and each other extension of credit contemplated by this Agreement and the period 1996-1998 delivered to execution of each Loan Document, will be Solvent. (c) As of the Obligee prior to Closing Date the date hereof assets of Global Payment Technologies (iEurope) was prepared in good faith upon assumptions believed by Limited do not exceed five percent (5%) of 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 total consolidated assets of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.its

Financial Condition. (a) The consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at December 31September 30, 1996 2000 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Ernst & YoungPricewaterhouseCoopers LLP, a copy copies of which has have heretofore been furnished to the Obligeeeach Lender, are complete and correct in all material respects and present fairly and accurately present the consolidated financial condition of the Company 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 December 31, 1997, 2000 and the related unaudited consolidated statements of income and of cash flows for the three months then endedthree-month period ended on such date, a copy certified by the chief financial officer of the Company, copies of which has have heretofore been delivered furnished to the Obligeeeach Lender, 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 consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, respective 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 Officerchief financial officer, as the case may be, and as disclosed therein). Neither Except as set forth on Schedule 6.1, 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 December 31During the period from September 30, 1996, 2000 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 31September 30, 19962000, except other than the sale of inventory in the ordinary course of business and as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretionotherwise permitted hereunder. (db) The three-year Management Business Plan update for financial projections of the period 1996-1998 delivered Company and its Subsidiaries described in subsection 7.1(k), copies of which have been furnished to the Obligee prior to the date hereof (i) was each Lender, have been prepared in good faith based 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 footnotesreasonable assumptions.

Financial Condition. Borrower has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (ai) The the audited consolidated balance sheets sheet of the Company Holdings and its consolidated Subsidiaries as at December 31, 1996 1999 and the related consolidated statements of income income, stockholders' equity and of cash flows of Holdings and its Subsidiaries for the fiscal year Fiscal Year then ended on such date, reported on by Ernst & Young, a copy of which has been furnished to and (ii) the Obligee, fairly and accurately present the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets sheet of the Company Holdings and its consolidated Subsidiaries as at March 31, 1997, 2000 and the related unaudited consolidated statements of income income, stockholders' equity and cash flows of Holdings and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition basis) of the Company and its con- solidated Subsidiaries entities described in such financial statements as at such date, the respective dates thereof and the consolidated results of their operations and their consolidated cash flows (on a consolidated basis) of the entities described therein for each of the three monthsperiods then ended, then ended (subject subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments) and a Responsible Officer has so certified to . Except as was permitted under the Obligee. (c) All such financial statements described in clauses (a) and (b) above, including Prepetition Credit Agreement on the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible OfficerPetition Date, as the case may be, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to aboveClosing Date, Borrower does not (and will not following the funding of the initial Revolving Loans) have any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which commitment that is not reflected in the foregoing financial statements or in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer otherwise) or other disposition or agreement therefor by the Company prospects of Borrower or any of its consolidated Subsidiaries of any ma- terial part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) which is material in rela- tion to the consolidated financial condition of the Company and its consolidated Subsidiaries at December 31, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretionSubsidiaries. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. 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 31September 26, 1996 and the related consolidated statements of income income, stockholders' equity and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young, a copy of which has been furnished to the Obligee, fairly and accurately present the consolidated financial condition of the Company and its Subsidiaries for the Fiscal Year then ended, (ii) the audited consolidated balance sheet of Lil' Champ and its Subsidiaries as at such dateDecember 28, 1996 and the related consolidated results statements of their operations income, stockholders' equity and their consolidated cash flows of Lil' Champ and its Subsidiaries for the fiscal year then ended. ended and (biii) 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 31June 26, 1997 and the unaudited consolidated balance sheets of Lil' Champ and its Subsidiaries, each as at June 28, 1997, and the related unaudited consolidated statements of income income, stockholders' equity and cash flows of Company and its Subsidiaries and of Lil' Champ and its Subsidiaries for the three 9 months then ended and the 6 months then ended, respectively. All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition basis) of the Company and its con- solidated Subsidiaries entities described in such financial statements as at such date, the respective dates thereof and the consolidated results of their operations and their consolidated cash flows (on a consolidated basis) of the entities described therein for each of the three monthsperiods then ended, then ended (subject subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments) adjustments and a Responsible Officer has so certified to the Obligee. (c) All such financial statements described in clauses (a) and (b) aboveabsence of footnotes. None of Company, 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 Lil' Champ nor any of its consolidated their respective Subsidiaries had, at has (and will not following the date of the most recent balance sheet referred to above, Closing Date have) any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which commitment that is not reflected in the foregoing financial statements or in the notes thereto 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 and adverse in rela- tion relation to the consolidated business, operations, properties, assets, condition (financial condition or otherwise) or prospects of the Company Company, Lil' Champ and its consolidated Subsidiaries at December 31their respective Subsidiaries, 1996, except taken as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretiona whole. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The audited consolidated 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. 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 consolidated balance sheets financial statements of the Company and its consolidated Subsidiaries Borrower as at December 31of April 27, 1996 2024 and the related consolidated financial statements of income and the Parent as of cash flows for the fiscal year ended on such dateApril 27, reported on by Ernst & Young2024, a copy copies of which has have been furnished to the ObligeeBank, fairly and accurately present the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries and the Parent, respectively, as at such dateof the date of the financial statements, and fairly present the consolidated results of their the operations of the Borrower and their consolidated cash flows its Subsidiaries and the Parent for the fiscal year then endedperiod covered thereby. (b) In Neither the event the Issuance Date occurs after May 15Borrower, 1997: The unaudited consolidated balance sheets nor any of the Company and its consolidated Subsidiaries Restricted Subsidiaries, has any direct or contingent liabilities, liabilities for taxes, long-term leases, or unusual forward or long-term commitments as at March 31of the date of this Agreement which, 1997either individually or in the aggregate, are or are reasonably likely to be material to the Borrower and the related consolidated statements of income and cash flows for Restricted Subsidiaries, which are not disclosed by provided for, or reserved against in 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 foregoing financial statements described or referred to in clauses (a) and (b) above, including the related schedules and notes thereto, other than liabilities incurred since April 27, 2024 in the ordinary course of business which in the aggregate have no material adverse effect on the Borrower and the Restricted Subsidiaries, taken as a whole, or on the conduct of the business of the Borrower and the Restricted Subsidiaries, taken as a whole. The Borrower does not know of any basis for any material unrealized or anticipated losses of the Borrower. The financial statements furnished to the Bank have been prepared in accordance with GAAP ap- plied consistently maintained throughout the periods involved (except for such inconsistencies period involved. There has been no material adverse change in the business, earnings, prospects, properties, or condition, financial or otherwise, of the Borrower and the Restricted Subsidiaries, taken as approved by such accountants or Respon- sible Officera whole, as the case may be, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at since 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 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 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 unaudited consolidated balance sheets sheet of the Company Seller and its the audited consolidated balance sheet Parent and Seller’s and the Parent’s Consolidated Subsidiaries as at the fiscal year ending December 31, 1996 2005 provided to the Deal Agent and the related (in the case of the Parent only and unaudited in the case of the Seller only) consolidated statements of income and retained earnings and of cash flows for the fiscal year ended on such datethen ended, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification arising out of the scope of the audit conducted by Ernst & Younga nationally recognized accounting firm, a copy copies of which has have heretofore been furnished to the ObligeeDeal Agent, are complete and correct and present fairly and accurately present the consolidated financial condition of the Company Seller, the Limited Guarantor and its consolidated the Seller’s and the Limited Guarantor’s 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 , except as noted in the event 8-K filed with the Issuance Date occurs after May 15SEC by the Parent on September 7, 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) 2006. All such financial statements described in clauses (a) and (b) abovestatements, including the related schedules and notes theretothereto (if any), have been prepared in accordance with GAAP ap- plied applied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may be, and as disclosed therein). Neither the Company Seller, the Parent nor any of its consolidated the Seller’s or the Parent’s Consolidated Subsidiaries had, at as of the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-long term lease or unusual for- ward forward or long-long term commitment, including including, without limitation, any interest rate or foreign currency swap or exchange transactiontransaction or other financial derivative, which that is not reflected in the foregoing statements or in the notes thereto or thereto. Except as disclosed to the Deal Agent in Schedule 4.1. Since December 31writing prior to the Closing Date, 1996during the period from June 15, 2006, to and including the date hereof, there has been no sale, transfer or other disposition or agreement therefor by the Company Seller, the Parent or any of its consolidated the Seller’s or the Parent’s Consolidated Subsidiaries of any ma- terial material part of its their business or property Property and no purchase or other acquisition of any business or property Property (including any capital stock Equity Interests of any other Person) which is material in rela- tion relation to the consolidated financial condition of the Company Seller, the Parent and its consolidated the Seller’s and the Parent’s 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 on 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 audited consolidated balance sheets of the Company Guarantor and its consolidated Subsidiaries as at December 31June 30, 1996 1994 and as at June 30, 1995, and the related consolidated statements of income and of cash flows for the fiscal year years ended on each such date, reported on thereon by Ernst Deloitte & YoungTouche, 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 Guarantor and its consolidated Subsidiaries as at such datedates, and the consolidated results of their operations and their consolidated cash flows for the fiscal year years then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets sheet of the Company Guarantor and its consolidated Subsidiaries as at March 31June 30, 19971996, and the related unaudited consolidated statements of income and of cash flows for the three months then endedtwelve-month period ended on such date, certified by a copy Responsible Officer, 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 Guarantor 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, twelve-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). . (d) Neither the Company Guarantor nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee 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, or other financial derivative, 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 discretionthereto. (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. Company has heretofore delivered to Lenders, at Lenders' request, (ai) The consolidated balance sheets audited financial statements of the Company and its consolidated Subsidiaries as at December 31for Fiscal Years ending February 29, 1996 and February 28, 1997, in each case consisting of balance sheets and the related consolidated statements of income income, stockholders' equity and of cash flows for the fiscal year ended on such dateFiscal Year, reported on by Ernst & Young, a copy of which has been furnished to the Obligee, fairly and accurately present the (ii) unaudited condensed combined consolidated financial condition statements of the Company and its consolidated Subsidiaries as at such datefor the nine months ended November 30, 1996 and the consolidated results November 30, 1997, in each case consisting of their balance sheets and related statements of operations and their consolidated statements of cash flows for the fiscal year then ended. flow, (biii) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets audited financial statements of the Company Cineplex Odeon and its consolidated Subsidiaries as at March for Fiscal Years ending December 31, 1996 and December 31, 1997, in each case consisting of balance sheets and the related consolidated statements of income income, stockholders' equity and cash flows for such Fiscal Year, and (iv) unaudited consolidated financial statements of Cineplex Odeon and its Subsidiaries for the three nine months ended September 30, 1996 and September 30, 1997, in each case consisting of balance sheets, income statements and statements of changes in cash resources. All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated basis) of the entities described therein for each of the periods then ended, a copy subject, in the case of which has been delivered any such unaudited financial statements, to the Obligee, fairly changes resulting from audit and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) adjustments and a Responsible Officer has so certified to the Obligee. (c) All such financial statements described in clauses (a) and (b) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may be, and as disclosed therein)absence of footnotes. Neither the Company nor any of its consolidated Subsidiaries had, at the date None of the most recent balance sheet referred to above, Loan Parties has (and none of the Loan Parties will have following the funding of the initial Loans) any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitmentcommitment that is required by GAAP to be, including any interest rate but is not, or foreign currency swap or exchange transaction, to the extent not required by GAAP which is not known to or reasonably should be known to Company, but is not, reflected in the foregoing financial statements or in the most recent financial statements delivered pursuant to subsection 6.1 or the notes thereto or and which in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated Subsidiaries of any ma- terial part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) which such case is material in rela- tion relation to the consolidated business, operations, properties, assets, condition (financial condition or otherwise) or prospects of the Company and its consolidated Subsidiaries at December 31Subsidiaries, 1996, except taken as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretiona whole. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The 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. (a1) The audited consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31, 1996 1997, and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young, a copy copies of which has have been or will be furnished to the Obligeeeach Bank, fairly and accurately present the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. (b2) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 19971998, and the related consolidated statements of income and of cash flows for the three months then endedfiscal quarter ended on such date, a copy copies of which has have been delivered or will be furnished to the Obligeeeach Bank, fairly and accurately presents present the consolidated financial condition of the Company and its con- solidated consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, fiscal year then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligeeended. (c3) All such financial statements described in clauses (a1) and (b2) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied applied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or otherwise as disclosed in Schedule 4.1writing to Banks on or before the date hereof. Since December During the period from March 31, 19961998, to and including the date hereof there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated Subsidiaries of any ma- terial material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) which is material in rela- tion relation to the consolidated financial condition of the Company and its consolidated Subsidiaries at December March 31, 1996, except as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretion1998. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (ai) The audited consolidated balance sheets sheet of the Company HoldCo and its consolidated Subsidiaries as at December 31, 1996 2003 and the related consolidated statements of income operations, stockholders’ equity and of cash flows for the fiscal year years ended on such date, reported on by Ernst Deloitte & YoungTouche LLP and (ii) the unaudited consolidated balance sheet of HoldCo and its Subsidiaries at June 30, a copy 2004 and the related consolidated statements of operations and cash flows for the fiscal period ended on such date, copies of each of which has have heretofore been furnished to the Obligeeeach Lender, fairly and accurately present in all material respects (except, with respect to interim reports, for normal year-end adjustments) the consolidated financial condition position of the Company each of HoldCo and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year periods then ended. (b) In ended and, 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 31statements referred to in the foregoing clause (ii), 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 portion of the Company and its con- solidated Subsidiaries as at fiscal year through such date, and the consolidated results of their operations and their consolidated cash flows for the three monthsin each case, 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 applied 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 noted therein). Neither Except as disclosed in the Company SEC Filings, neither HoldCo nor any of its consolidated Subsidiaries hadhas or is subject to any liabilities (absolute, at the date of the most recent balance sheet referred to above, any material Guarantee Obligationaccrued, contingent liability or liability for taxesotherwise), except liabilities or any long-term lease or unusual for- ward or long-term commitmentobligations which do not, 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 or aggregate, constitute a Material Adverse Effect. (b) Except as disclosed in Schedule 4.1. Since the SEC Filings, since December 31, 1996, 2003 there has been no salematerial adverse change in the business, transfer financial condition, assets, liabilities, net assets, properties, results of operations, value or other disposition or agreement therefor by the Company or prospects of HoldCo and its Subsidiaries taken as a whole, and neither HoldCo nor 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 has, since December 31, 19962003, except incurred any material obligation, contingent or otherwise, which has had a material adverse effect on the business, financial condition, assets, liabilities, net assets, properties, results of operations, value or prospects of HoldCo and its Subsidiaries taken as described a whole, in Schedule 4.1 or consented each case from those reflected in 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 of subsection 10.1(a) at 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 1fiscal year ended December 31, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes2003.

Financial Condition. (ai) The unaudited consolidated balance sheets of SFI as at March 31, 2009, and the Company related unaudited consolidated statements of income and cash flows for the three-month period ended on such date (all as included on SFI’s Form 10-Q filed with the Securities and Exchange Commission), present fairly in all material respects the consolidated financial condition of SFI as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the absence of footnote disclosure thereto). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the firm of accountants specified herein and disclosed therein). SFI and its Subsidiaries do not have any material guarantee, contingent liabilities and liabilities for taxes, or any material long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected or disclosed in the notes in the most recent financial statements of SFI referred to in this paragraph or otherwise permitted by the Six Flags Credit Agreement. During the period from December 31, 2008 to and including the date hereof there has been no sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof by SFI and its Subsidiaries, considered as a whole, of any material part of its Business or Property or any agreement or commitment (whether written or otherwise) to take any of the foregoing actions. (ii) The audited consolidated balance sheets of SFI as at December 31, 1996 2008 and the related consolidated statements of income and of cash flows for the fiscal year ended on such datedate (all as included on SFI’s Form 10-K filed with the Securities and Exchange Commission), reported on by Ernst & YoungKPMG LLP, a copy present fairly in all material respects the consolidated financial condition of which has SFI as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been furnished to prepared in accordance with GAAP applied consistently throughout the Obligeeperiods involved (except as approved by the aforementioned firm of accountants and disclosed therein). (iii) The unaudited consolidated balance sheets of each of the Georgia Park and the Texas Park as at March 31, 2009, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly and accurately present in all material respects the consolidated financial condition of the Company Georgia Park and its consolidated Subsidiaries the Texas Park, respectively, 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 adjustments) audit adjustments and a Responsible Officer has so certified to the Obligee. (c) absence of footnote disclosure thereto). 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 Officerinvolved. The Georgia Park, as the case may be, Texas Park and as disclosed therein). Neither the Company nor any of its consolidated their respective Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee Obligationguarantee, contingent liability or liability liabilities and liabilities for taxes, or any material 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 statements or disclosed in the notes thereto in the most recent financial statements of the Georgia Park and the Texas Park referred to in this paragraph or in Schedule 4.1otherwise permitted under this Guarantee. Since December During the period from March 31, 1996, 2009 to and including the date hereof there has been no sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition or agreement therefor thereof by the Company Georgia Park, the Texas Park or any of its consolidated their respective Subsidiaries of any ma- terial material part of its business Business or property Property or any agreement or commitment (whether written or otherwise) to take any of the foregoing actions. (iv) The audited consolidated balance sheets of each of the Georgia Park and no purchase or other acquisition the Texas Park as at December 31, 2008 and the related consolidated statements of any business or property (including any capital stock income and of any other Person) which is cash flows for the fiscal year end on such date, reported on by and accompanied by an unqualified report from KPMG LLP, present fairly in all material in rela- tion to respects the consolidated financial condition of each of the Company Georgia Park and the Texas Park as at such date, and the consolidated results of its operations 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 cash flows for the period 1996-1998 delivered to fiscal year then ended. All such financial statements, including the Obligee prior to the date hereof (i) was related schedules and notes thereto, have been 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 GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and the absence of footnotesdisclosed therein).

Financial Condition. The Borrowers have heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (ai) The the audited consolidated and consolidating balance sheets of the Company LVSI and its consolidated Subsidiaries as at December 31, 1996 2001 and the related consolidated and consolidating statements of income income, stockholders' equity and of cash flows of the Borrowers and their 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 and consolidating balance sheets of the Company LVSI and its consolidated Subsidiaries as at March 31, 1997, 2002 and the related unaudited consolidated and consolidating statements of income income, stockholders' equity and cash flows of LVSI and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a copy of which has been delivered to the 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 . 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 Officerobligations under the Operative Documents, as the case may be, Borrowers do not (and as disclosed therein). Neither will not following 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 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. Borrower has heretofore delivered to Lenders, at Lenders' request, (ai) The the audited consolidated balance sheets sheet of the Company Parent and its consolidated Subsidiaries as at December 31, 1996 2001 and the related consolidated statements of income income, stockholders' equity and of cash flows of Parent and its Subsidiaries for the fiscal year Fiscal Year then ended on such date, reported on by Ernst & Young, a copy of which has been furnished to and (ii) the Obligee, fairly and accurately present the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company Borrower and its consolidated Subsidiaries as at March 31, 19972002 and June 30, 2002 and the related unaudited consolidated statements of income income, stockholders' equity and cash flows of Parent and its Subsidiaries for the three months periods then ended. All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated basis) of the entities described therein for each of the periods then ended, a copy subject, in the case of which has been delivered any such unaudited financial statements, to the Obligee, fairly changes resulting from audit and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) All such financial statements described in clauses (a) and (b) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may be, and as disclosed therein). Neither the Company Parent nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, has any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which commitment that is not reflected in the foregoing financial statements or in the notes thereto or that is otherwise contemplated or permitted under this Agreement and, as of any Funding Date subsequent to the Closing Date, is not reflected in Schedule 4.1. Since December 31the most recent financial statements delivered to Lenders pursuant to subsection 6.1 or the notes thereto and that, 1996in any such case, there has been no saleis material in relation to the business, transfer operations, properties, assets, condition (financial or other disposition otherwise) or agreement therefor by the Company prospects of Parent or any of its consolidated Subsidiaries of any ma- terial part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) which is material in rela- tion to the consolidated financial condition of the Company and its consolidated Subsidiaries at December 31, 1996, except taken as described in Schedule 4.1 or consented to in writing by the Obligee in its sole discretiona whole. (d) The three-year Management Business Plan update for the period 1996-1998 delivered to the Obligee prior to the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonable, it being understood that the projections therein contained as to future events are subject to certain uncertainties and contingencies which are beyond the control of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotes.

Financial Condition. (a) The Borrower has heretofore furnished to each Lender (i) the Historical Financial Statements, (ii) an audited consolidated balance sheets sheet of the Company Borrower and its consolidated Subsidiaries as at December August 31, 1996 1997, 1998 and 1999 and the notes thereto and the related consolidated statements of income income, stockholders' equity and of cash flows for the fiscal year Fiscal Years then ended on as examined and certified by PriceWaterhouseCoopers LLP, (iii) unaudited consolidated interim financial statements of the Borrower and its Subsidiaries consisting of a consolidated balance sheet and related consolidated statements of income, stockholders' equity and cash flows, in each case without notes, for and as of the end of the three-month period ending November 30, 1999, and (iv) the Historical Pro Forma Financial Statements. 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 Acquired Company and its consolidated subsidiaries and the Borrower and its Subsidiaries as at such date, of the end of the fiscal periods covered thereby and the consolidated results of their operations and their consolidated cash flows the changes in its stockholders' equity for the fiscal year periods 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 since the event later of (i) the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets date of the audited financial statements delivered pursuant to Section 7.6(a) hereof or (ii) the date of the audited financial statements most recently delivered pursuant to Section 8.1(a) hereof, there has been no material adverse change in the condition, financial or otherwise, of the Borrower or any of its Subsidiaries or the Acquired Company and its consolidated Subsidiaries as at March 31subsidiaries or in the businesses, 1997properties, and the related consolidated statements of income and cash flows for the three months then endedperformance, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition prospects or operations of the Borrower or its Subsidiaries and of the Acquired Company and or its con- solidated Subsidiaries subsidiaries, nor have such businesses or properties been materially adversely affected as at such datea 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 financial statements described referred to in clauses (aSection 7.6(a) and (b) aboveor in Schedule 7.6 or permitted by Section 9.4, including neither the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied consistently throughout Borrower nor any Subsidiary nor 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 Acquired Company nor any of its consolidated Subsidiaries hadsubsidiaries has incurred, at other than in the date ordinary course of the most recent balance sheet referred to abovebusiness, 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 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 discretionunsatisfied. (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 consolidated audited Consolidated balance sheets sheet of the Company and its consolidated Subsidiaries Borrower as at December 31, 1996 1995 and the related consolidated audited Consolidated statements of income and of cash flows retained earnings and changes in financial position for the fiscal year ended on such date, reported on by Ernst ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Young, a copy ▇'▇▇▇▇ Limited copies of which has have heretofore been furnished to Bank, are complete and correct and present fairly the Obligee, fairly and accurately present the consolidated Consolidated financial condition of the Company and its consolidated Subsidiaries Borrower as at such date, and the consolidated Consolidated results of their Borrower's operations and their consolidated Borrower's Consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated Consolidated balance sheets sheet of the Company and its consolidated Subsidiaries Borrower as at March December 31, 1997, 1996 and the related consolidated unaudited Consolidated statements of income and cash flows retained earnings and changes in financial position for the three months then endedtwelve month period ended on such date, certified by a copy Responsible Officer, copies of which has have heretofore been delivered furnished to Bank, are complete and correct and present fairly the Obligee, fairly and accurately presents the consolidated Consolidated financial condition of the Company and its con- solidated Subsidiaries Borrower as at such date, and the consolidated Consolidated results of their Borrower's operations and their consolidated Borrower's Consolidated cash flows for the three months, twelve month period then ended (subject to normal year-end audit adjustments) and a Responsible Officer has so certified to the Obligee). (c) All such the financial statements described in clauses (asubsections 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 therein). 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 financial statements described in this Section 3.1 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 discretionthereto. (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 the Administrative Agent and each Lender an audited consolidated balance sheets sheet of the Company Borrower and its consolidated Subsidiaries Consolidated Entities as at December 31, 1996 1999 and the notes thereto and the related consolidated statements of income income, stockholders' equity and of cash flows for the fiscal year Fiscal Year then ended on such date, reported on as examined and certified by Ernst & YoungYoung LLP. Except as set forth therein, a copy of which has been furnished to such financial statements (including the Obligee, notes thereto) present fairly and accurately present the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries Consolidated Entities as at of the end of such date, Fiscal Year and the consolidated results of their operations and their consolidated cash flows the changes in its stockholders' equity for the fiscal Fiscal Year, all in conformity with GAAP applied on a Consistent Basis, subject however, in the case of unaudited interim statements to year then endedend audit adjustments. (b) In Since December 31, 1999, there has been no material adverse change in the event the Issuance Date occurs after May 15condition, 1997: The unaudited consolidated balance sheets financial or otherwise, of the Company and Borrower or any of its consolidated Subsidiaries as at March 31Consolidated Entities, 1997or in the businesses, and the related consolidated statements of income and cash flows for the three months then endedproperties, a copy of which has been delivered to the Obligeeperformance, fairly and accurately presents the consolidated financial condition prospects or operations of the Company and Borrower or any of its con- solidated Subsidiaries Consolidated Entities nor have such businesses or properties been materially adversely affected as at such datea 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 Obligeeflood, embargo or act of God. (c) All Neither the Borrower nor any Consolidated Entity has any material Indebtedness, Guaranteed Obligations or other obligations or liabilities, direct or contingent, in an aggregate amount in excess of $300,000 other than (i) the liabilities reflected in such financial statements described in clauses (a) balance sheet and (b) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied consistently throughout (ii) obligations arising under this Agreement, (iii) the periods involved New Senior Subordinated Notes and (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 iv) liabilities incurred 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 ordinary course 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 discretionbusiness. (d) The three-year Management Business Plan update for unaudited pro forma balance sheets of Borrower and the period 1996-1998 delivered Consolidated Entities as at December 31, 1999 and June 30, 2000, (including the notes thereto (the "Pro Forma Financial Statements"), copies of which have been furnished to the Obligee prior Administrative Agent, have been prepared giving effect to the financings and refinancings contemplated by this Agreement as if such transactions had occurred on the dates of such pro forma balance sheets. The Pro Forma Financial Statements have been prepared based on the best information available to the Borrower on 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 significantdelivery thereof, and thus no assurance can be given that such projections will be realized, present fairly on a pro forma basis the estimated financial position and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for Borrower, based upon the period from January 1, 1996 through assumptions described in the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotespreceding sentence.

Financial Condition. (a) The Vendor has delivered to the Purchaser true and correct copies of the following, initialled by an authorized executive officer of Vendor: audited consolidated balance sheets of Subsidiary as of August302002; the Company and its unaudited consolidated Subsidiaries balance sheet of Subsidiary as at December 31, 1996 and the related of September 30 2002; audited consolidated statements of income income, consolidated statements of retained earnings, and consolidated statements of cash flows of Subsidiary for the fiscal year years ended on such dateSeptember 30 2002; and the unaudited consolidation statement of income, reported on by Ernst & Young, a copy consolidated statement 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 dateretained earnings, and the consolidated results statement of their operations and their consolidated cash flows of Subsidiary for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited months ended September 30. Each such consolidated balance sheets sheet presents fairly the financial condition, assets, liabilities. and stockholders equity of the Company and Subsidiary as of its date; each suck consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements statement of income and consolidated statement of retained earnings presents fairly the results of operations of Subsidiary for the period indicated and their retained earnings as of the data indicated; and each such consolidated statement of cash flows for presents fairly the three months then ended, a copy of which has been delivered information purported to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) All such be shown therein. The financial statements described referred to in clauses (a) and (b) above, including the related schedules and notes thereto, this Section 1.03 have been prepared in accordance with GAAP ap- plied generally accepted accounting principles consistently applied throughout the periods involved and are in accordance with the books and records of Subsidiary. Since the incorporation of the company: (except for such inconsistencies as approved by such accountants a) There has at no time been a material adverse change in the financial condition, results of operations, business properties, assets, liabilities, or Respon- sible Officerfuture prospects of Subsidiary. (b) Subsidiary has not authorized, as the case may bedeclared, and as disclosed therein). Neither the Company nor paid or effected any dividend or liquidation or other distribution in respect of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, capital stock or any long-term lease direct or unusual for- ward or long-term commitmentindirect redemption, including any interest rate or foreign currency swap or exchange transactionpurchase, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated Subsidiaries of any ma- terial part of its business or property and no purchase or other acquisition of any business or property (including any capital my stock of any other PersonSubsidiary. (c) which is material The operations and business of Subsidiary have been conducted in rela- tion to all respects only in 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 discretionordinary course. (d) The three-year Management Business Plan update There has been no accepted purchase order or quotation, arrangement, or understanding for future sale of the period 1996-1998 delivered to products or services of Subsidiary which Subsidiary expects will not be profitable. (e) Subsidiary has not suffered an extraordinary loss (whether or not covered by insurance) or waived my right of substantial value. (f) Subsidiary has not paid or incurred any tax, other liability, or expense resulting from the Obligee prior to preparation of, or the date hereof (i) was prepared in good faith upon assumptions believed by the Company to be reasonabletransactions contemplated by, this Agreement, it being understood Vendor shall have paid or will pay all such taxes (including stock transfer taxes resulting from this Agreement or the transactions contemplated hereby), liabilities, and expenses. There is no fact known to Subsidiary or Vendor which materially adversely affects or in the future may materially adversely affect the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Subsidiary, provided, however, that the projections therein contained Subsidiary and Vendor express no opinion as to future events are subject to certain uncertainties and contingencies which are beyond the control political or economic matters of the Company and may be significant, and thus no assurance can be given that such projections will be realized, and (ii) presents fairly, in all material respects, the actual results of operations of the Company and Subsidiar- ies for the period from January 1, 1996 through the date thereof, in accordance with GAAP, subject to recurring year-end audit adjustments and the absence of footnotesgeneral applicability.