Common use of Financial Statements, etc Clause in Contracts

Financial Statements, etc. (a) The Borrowers have furnished to the Lenders and the Administrative Agent complete and correct copies of (i) the audited consolidated balance sheets of the Borrowers and their consolidated subsidiaries as of December 31, 2004 and the related audited consolidated statements of income, shareholders’ equity, and cash flows of the Borrower and its consolidated subsidiaries for the fiscal years then ended, accompanied by the report thereon of PricewaterhouseCoopers LLP; and (ii) the consolidated balance sheets of the Borrowers and their consolidated subsidiaries as of June 30, 2005 and the related consolidated statements of income and of cash flows of the Borrowers and their consolidated subsidiaries for the fiscal period then ended, as included in the Borrower’s Report on Form 10-Q for the fiscal quarter ended June 30, 2005, filed with the SEC. All such financial statements have been prepared in accordance with GAAP, consistently applied (except as stated therein), and fairly present the financial position of the entities described in such financial statements as of the respective dates indicated and the consolidated results of their operations and cash flows for the respective periods indicated, subject in the case of any such financial statements that are unaudited, to normal audit adjustments, none of which will involve a Material Adverse Effect. The Borrowers and their Subsidiaries did not have, as of the date of the latest financial statements referred to above, and will not have as of the Closing Date after giving effect to the incurrence of the Term Loan hereunder, any material or significant 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 in accordance with GAAP and that in any such case is material in relation to the business, operations, properties, assets, financial or other condition or prospects of the Borrowers or any of their Subsidiaries.

Financial Statements, etc. (aA) The Borrowers have MBIA HAS heretofore furnished ----------- ------------------------- to the Lenders and the Administrative Agent complete and correct copies of (i) the its audited consolidated and unaudited consolidating balance sheets of the Borrowers and their consolidated subsidiaries as of at December 31, 2004 and 1995, the related audited consolidated statements of income, shareholders’ equitychanges in stockholders' equity and financial position or cash flows, as the case may be, and cash flows unaudited consolidating statements of the Borrower and its consolidated subsidiaries income for the fiscal years then endedyear ended December 31, accompanied by the report thereon of PricewaterhouseCoopers LLP; 1995, and (ii) the its unaudited consolidated and consolidating balance sheets of the Borrowers and their consolidated subsidiaries as of June 30March 31, 2005 1996, and the related consolidated statements of income income, changes in stockholders' equity and cash flows for the three months ended March 31, 1996. Such financial statements were prepared in accordance with generally accepted accounting principles consistently applied and present fairly the consolidated financial position and consolidated results of operations and cash flows of MBIA and its subsidiaries at the Borrowers dates and their for the periods indicated therein. There has been no material adverse change in the consolidated financial position or consolidated results of operations or cash flows of MBIA and its subsidiaries taken as a whole or of the New York Insurance Subsidiary since March 31, 1996. (b) MBIA has heretofore furnished to the Agent the annual statements and financial statements of the New York Insurance Subsidiary as filed with the New York Department of Insurance for the year ended December 31, 1995 and the quarterly statements and financial statements of the New York Insurance Subsidiary as filed with such Department for the period ended March 31, 1996. Such annual and quarterly statements and financial statements were prepared in accordance with the statutory accounting principles set forth in the New York Insurance Law, all of the assets described therein were the absolute property of the New York Insurance Subsidiary at the dates set forth therein, free and clear of any liens or claims thereon, except as therein stated, and each such annual statement is a full and true statement of all the assets and liabilities and of the condition and affairs of the New York Insurance Subsidiary as of such dates and of its income and deductions therefrom for the year or quarter ended on such dates. (c) MBIA has heretofore furnished to the Agent a copy of its annual report on Form 10-K for the fiscal period then endedyear ended December 31, 1995 as included in filed with the Borrower’s Report Securities and Exchange Commission and its quarterly report on Form 10-Q of for the fiscal quarter ended June 30March 31, 2005, 1996 as filed with the SECSecurities and Exchange Commission. All such financial statements have been Such annual and quarterly reports were prepared in accordance with GAAPthe Securities Exchange Act of 1934, consistently applied (except as stated therein)amended, and fairly present the financial position of the entities described in such financial statements as of the respective dates indicated rules and the consolidated results of their operations and cash flows for the respective periods indicated, subject in the case of any such financial statements that are unaudited, to normal audit adjustments, none of which will involve a Material Adverse Effectregulations promulgated thereunder. The Borrowers and their Subsidiaries did not have, as of the date of the latest financial statements referred to above, and will not have as of the Closing Date after giving effect to the incurrence of the Term Loan hereunder, any material or significant 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 in accordance with GAAP and that in any such case is material in relation to the business, operations, properties, assets, financial or other condition or prospects of the Borrowers or any of their SubsidiariesSECTION 2.5.

Financial Statements, etc. (a) The Borrowers have furnished Prior to the Lenders Closing Date, (A) the Agents shall have received from the Borrower and be reasonably satisfied with (1) the Administrative Agent complete Borrower's audited consolidated financial statements, including a balance sheet and correct copies statements of (i) operations, stockholders' equity and cash flow of the Borrower and its consolidated Subsidiaries at and for the years ended December 31, 1992, 1993 and 1994, together with unqualified opinions on the audited consolidated statements for each of such years from Xxxxxx Xxxxxxxx & Company and unaudited consolidating financial statements including statements of operations and a balance sheets of sheet for the Borrowers Borrower and their consolidated subsidiaries the Guarantors (other than Xxxx) at and for the years ended December 31, 1992, 1993 and 1994, (2) company prepared financial statements for Xxxx at and for the years ended December 31, 1992, 1993 and 1994, along with Cleo's audited balance sheet as of December 31, 2004 1994, (3) unaudited consolidated interim period financial statements for the Borrower and Xxxx at and for the nine (9) months ended September 30, 1995 and (4) the pro forma consolidated and consolidating opening balance sheets of the Borrower and Xxxx (after giving effect to the Acquisition and any expected Borrowings under this Agreement) prepared on a projected basis as of the Closing Date, together with a certificate executed by the Chief Financial Officer of the Borrower to the effect that such financial statements fairly and completely present the pro forma financial position and results of operations of the Borrower and its Subsidiaries and have been prepared on a consistent basis (collectively, the "Financial Statements"), and (B) the Borrower and Xxxx shall have delivered to the Lenders, and the related audited Lenders shall be reasonably satisfied with, projected pro forma financial statements for the period commencing November 1, 1995 and ending December 31, 2000 (the first sixteen (16) months' balance sheets to be prepared on a month to month basis) prepared in accordance with the Borrower's normal accounting procedures, consistently applied (which for 1995, will incorporate actual results through August and which shall be extrapolated through year end and which for 1996, 1997, 1998, 1999 and 2000, shall represent management's reasonable estimate of the Borrower's and its consolidated Subsidiaries' projected performance during such years) including (1) forecasted balance sheets, statements of income, shareholders’ equity, operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries for such periods, (2) the fiscal years then endedamount of forecasted Consolidated Capital Expenditures for such periods, accompanied by the report thereon of PricewaterhouseCoopers LLP; and (ii3) the consolidated balance sheets of the Borrowers and their consolidated subsidiaries as of June 30, 2005 and the related consolidated statements of income and of cash flows of the Borrowers and their consolidated subsidiaries for the fiscal period then ended, as included in the Borrower’s Report on Form 10-Q for the fiscal quarter ended June 30, 2005, filed 's forecasted compliance with the SEC. All such financial statements have been prepared in accordance with GAAP, consistently applied (except as stated therein), and fairly present the financial position of the entities described in such financial statements as of the respective dates indicated and the consolidated results of their operations and cash flows for the respective periods indicated, subject in the case of any such financial statements that are unaudited, to normal audit adjustments, none of which will involve a Material Adverse Effect. The Borrowers and their Subsidiaries did not have, as of the date of the latest financial statements referred to above, and will not have as of the Closing Date after giving effect to the incurrence of the Term Loan hereunder, any material or significant 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 in accordance with GAAP and that in any such case is material in relation to the business, operations, properties, assets, financial or other condition or prospects of the Borrowers or any of their Subsidiaries.Sections 7.1 - 7.6

Financial Statements, etc. (a) The Borrowers have MBIA has heretofore ----------- ------------------------- furnished to the Lenders and the Administrative Agent complete and correct copies of Agents (i) the audited consolidated and unaudited consolidating balance sheets of the Borrowers MBIA Inc. and their consolidated its subsidiaries as of at December 31, 2004 and 1995, the related audited consolidated statements of income, shareholders’ equitychanges in stockholders' equity and financial position or cash flows, as the case may be, and cash flows unaudited consolidating statements of the Borrower and its consolidated subsidiaries income for the fiscal years then endedyear ended December 31, accompanied by the report thereon of PricewaterhouseCoopers LLP; 1995, and (ii) the unaudited consolidated and consolidating balance sheets of the Borrowers MBIA Inc. and their consolidated its subsidiaries as of March 31 and June 30, 2005 1996, and the related consolidated statements of income and of cash flows of the Borrowers and their consolidated subsidiaries for the fiscal period then endedincome, as included changes in the Borrower’s Report on Form 10-Q for the fiscal quarter ended June 30, 2005, filed with the SEC. All such financial statements have been prepared in accordance with GAAP, consistently applied (except as stated therein), and fairly present the financial position of the entities described in such financial statements as of the respective dates indicated and the consolidated results of their operations stockholders' equity and cash flows for the respective periods indicatedthree months ended March 31, subject in 1996 and the case of any such six months ended June 30, 1996. Such financial statements that are unaudited, to normal audit adjustments, none of which will involve a Material Adverse Effect. The Borrowers and their Subsidiaries did not have, as of the date of the latest financial statements referred to above, and will not have as of the Closing Date after giving effect to the incurrence of the Term Loan hereunder, any material or significant 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 were prepared in accordance with GAAP generally accepted accounting principles consistently applied and that present fairly the consolidated financial position and consolidated results of operations and cash flows of MBIA Inc. and its subsidiaries and the financial position and results of operations and cash flows of MBIA at the dates and for the periods indicated therein. There has been no material adverse change in any such case is material in relation the consolidated financial position or consolidated results of operations or cash flows of MBIA Inc. and its subsidiaries taken as a whole or of MBIA since June 30, 1996. (b) MBIA has heretofore furnished to the businessAgents its annual statements and its financial statements as filed with the Department for the year ended December 31, operations1995 and its quarterly statements and financial statements as filed with the Department for the periods ended March 31, properties1996 and June 30, assets1996. Such annual and quarterly statements and financial statements were prepared in accordance with the statutory accounting principles set forth in the New York Insurance Law, financial or other condition or prospects all of the Borrowers assets described therein were the absolute property of MBIA at the dates set forth therein, free and clear of any liens or any claims thereon, except as therein stated, and each such Annual Statement is a full and true statement of their Subsidiaries.all the assets and liabilities and of the condition

Financial Statements, etc. 3.5.1 Schedule 3.5.1 sets forth accurate and complete copies of: (a) The Borrowers have furnished to the Lenders unaudited consolidated balance sheet of Navistar Defense as of October 31, 2016 and the Administrative Agent complete related unaudited consolidated statements of income of Navistar Defense for the fiscal year then ended, (b) the unaudited consolidated balance sheet of Navistar Defense as of October 31, 2017 and correct copies the related unaudited consolidated statements of income of Navistar Defense for the fiscal year then ended (clauses (a) and (b), the “Annual Financial Statements”), and (c) the unaudited balance sheet of Navistar Defense as of April 30, 2018 and the related unaudited consolidated statements of income of Navistar Defense for the 6-month period ending on April 30, 2018, and (d) the unaudited balance sheet of Navistar Defense as of September 30, 2018 (respectively, the “Most Recent Balance Sheet” and the “Most Recent Balance Sheet Date”) and the related unaudited consolidated statements of income of Navistar Defense for the 11-month period ending on the Most Recent Balance Sheet Date (this clause (d), the “Most Recent Financial Statements” and, collectively with the Annual Financial Statements and the financial statements described in clause (c), the “Financial Statements”). Except as set forth on Schedule 3.5.1, (i) the audited consolidated balance sheets Financial Statements present fairly, in all material respects, the financial position of Navistar Defense and its Subsidiaries and the results of operations of Navistar Defense and its Subsidiaries as of the Borrowers respective dates thereof and their consolidated subsidiaries as of December 31for the periods covered thereby (subject, 2004 and in the related audited consolidated statements of income, shareholders’ equity, and cash flows case of the Borrower and its consolidated subsidiaries for the fiscal years then endedMost Recent Financial Statements, accompanied by the report thereon of PricewaterhouseCoopers LLP; to normal year-end adjustments, which would not be material in amount or in nature) and (ii) the consolidated balance sheets of the Borrowers and their consolidated subsidiaries as of June 30, 2005 and the related consolidated statements of income and of cash flows of the Borrowers and their consolidated subsidiaries for the fiscal period then ended, as included in the Borrower’s Report on Form 10-Q for the fiscal quarter ended June 30, 2005, filed with the SEC. All such financial statements have been Financial Statements were prepared in accordance with GAAP, consistently applied (except on a consistent basis throughout the periods covered thereby. To the extent included therein, the Annual Financial Statements present on a consistent basis the statement of income and balance sheet of Navistar Defense included as stated therein)part of the consolidated audited financial statements of Navistar Parent publicly filed with the Securities and Exchange Commission, and fairly present subject to the absence of footnote disclosures, which if presented would not materially alter the nature of the financial position of the entities described in such financial statements as of the respective dates indicated and the consolidated or results of their operations and cash flows for the respective periods indicated, subject presented in the case of any such financial statements that are unaudited, to normal audit adjustments, none of which will involve a Material Adverse Effect. The Borrowers and their Subsidiaries did not have, as of the date of the latest financial statements referred to above, and will not have as of the Closing Date after giving effect to the incurrence of the Term Loan hereunder, any material or significant 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 in accordance with GAAP and that in any such case is material in relation to the business, operations, properties, assets, financial or other condition or prospects of the Borrowers or any of their SubsidiariesAnnual Financial Statements.

Financial Statements, etc. (a) The Borrowers have furnished AMS will deliver to the Lenders and the Administrative Agent complete and correct copies of each Lender (i) within five days of its delivery of Financial Statements to the audited U.S. Securities and Exchange Commission, but not later than ninety-five days after the last day of each of its fiscal years, consolidated balance sheets Financial Statements showing the financial condition and results of the Borrowers and their consolidated subsidiaries as operations of December 31, 2004 and the related audited consolidated statements of income, shareholders’ equity, and cash flows of the Borrower AMS and its consolidated subsidiaries for Subsidiaries as of the last day of, and for, such fiscal years then endedyear, which Financial Statements shall be prepared in accordance with GAAP and be accompanied by the unqualified audit report thereon (as to the consolidated portions thereof) of PricewaterhouseCoopers LLPPrice Waterhouse LLP or other firm of independent certified public accountants reasonably acceptable to the Required Lenders; and (ii) within five days of its delivery of Financial Statements to the U.S. Securities and Exchange Commission, but not later than fifty days after the last day of each of its fiscal quarters, consolidated balance sheets Financial Statements showing the financial condition and results of operations of AMS and its consolidated Subsidiaries as of the Borrowers last day of such fiscal quarter and their consolidated subsidiaries as of June 30, 2005 for such fiscal quarter and the related consolidated statements of income and of cash flows portion of the Borrowers and their consolidated subsidiaries for fiscal year ending on the last day of such fiscal period then endedquarter, as included in the Borrower’s Report on Form 10-Q for the fiscal quarter ended June 30, 2005, filed with the SEC. All such financial statements have been which Financial Statements shall be prepared in accordance with GAAP; and (iii) within thirty days after request therefor, consistently applied such other information regarding the financial condition or business operations of AMS and each of its Subsidiaries as any Lender may reasonably request (except as stated thereinit being understood that the reasonableness of any request shall take into consideration the availability of resources of AMS to respond thereto), provided, that the Administrative Agent and fairly present each Lender shall agree to observe (x) such reasonable restrictions which AMS may impose on information which it deems to be confidential and which is labeled as such, and (y) restrictions which are imposed on AMS by third parties with respect to the financial position confidential information of such third parties; provided further, that AMS may satisfy its obligations under clauses (i) and (ii) of this paragraph by delivery of its Forms 10-K and 10-Q filed with the entities described in U.S. Securities and Exchange Commission for such financial statements periods and as of such dates. The Financial Statements delivered under clauses (i) and (ii) above shall be accompanied by a certificate of a responsible officer (including, but not limited to, the respective dates indicated Controller, Deputy Controller, Director of Treasury and the consolidated results Corporate Manager of their operations and cash flows for Accounting) of AMS in substantially the respective periods indicated, subject in the case form of any such financial statements that are unauditedExhibit G hereto: (x) certifying as to whether, to normal audit adjustmentsthe best knowledge of such officer, none of which will involve a Material Adverse Effect. The Borrowers Default Condition has occurred and their Subsidiaries did not haveis continuing and, as of if a Default Condition has occurred and is continuing, specifying the date of the latest financial statements referred details thereof and any action taken or proposed to abovebe taken with respect thereto, and will not have as of the Closing Date after giving effect to the incurrence of the Term Loan hereunder, any material or significant 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 in accordance (y) setting forth reasonably detailed calculations demonstrating compliance with GAAP Sections 5.2(a) and that in any such case is material in relation to the business, operations, properties, assets, financial or other condition or prospects of the Borrowers or any of their Subsidiaries5.2(b).

Financial Statements, etc. (a) The Borrowers have furnished to the Lenders and the Administrative Agent complete and correct copies of (i) the audited consolidated balance sheets of the Borrowers and their consolidated subsidiaries as of December 31, 2004 2003 and the related audited consolidated statements of income, shareholders’ ' equity, and cash flows of the Borrower and its consolidated subsidiaries for the fiscal years then ended, accompanied by the report thereon of PricewaterhouseCoopers LLP; and (ii) the consolidated balance sheets of the Borrowers and their consolidated subsidiaries as of June September 30, 2005 2004 and the related consolidated statements of income and of cash flows of the Borrowers and their consolidated subsidiaries for the fiscal period then ended, as included in the Borrower’s 's Report on Form 10-Q for the fiscal quarter ended June September 30, 20052004, filed with the SEC. All such financial statements have been prepared in accordance with GAAP, consistently applied (except as stated therein), and fairly present the financial position of the entities described in such financial statements as of the respective dates indicated and the consolidated results of their operations and cash flows for the respective periods indicated, subject in the case of any such financial statements that are unaudited, to normal audit adjustments, none of which will involve a Material Adverse Effect. The Borrowers and their Subsidiaries did not have, as of the date of the latest financial statements referred to above, and will not have as of the Closing Date after giving effect to the incurrence of the Term Loan Loans hereunder, any material or significant 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 in accordance with GAAP and that in any such case is material in relation to the business, operations, properties, assets, financial or other condition or prospects of the Borrowers or any of their Subsidiaries.

Financial Statements, etc. (a) The Borrowers have furnished AMS will deliver to the Lenders and the Administrative Agent complete and correct copies of each Lender (i) within five days of its delivery of Financial Statements to the audited U.S. Securities and Exchange Commission, but not later than ninety-five days after the last day of each of its fiscal years, consolidated balance sheets and consolidating Financial Statements showing the financial condition and results of the Borrowers and their consolidated subsidiaries as operations of December 31, 2004 and the related audited consolidated statements of income, shareholders’ equity, and cash flows of the Borrower AMS and its consolidated subsidiaries for Subsidiaries as of the last day of, and for, such fiscal years then endedyear, which Financial Statements shall be prepared in accordance with GAAP and be accompanied by the unqualified audit report thereon (as to the consolidated portions thereof) of PricewaterhouseCoopers LLPPrice Waterhouse LLP or other firm of independent certified public accountants reasonably acceptable to the Required Lenders; and (ii) within five days of its delivery of Financial Statements to the U.S. Securities and Exchange Commission, but not later than fifty days after the last day of each of its fiscal quarters, consolidated balance sheets and consolidating Financial Statements showing the financial condition and results of operations of AMS and its consolidated Subsidiaries as of the Borrowers last day of such fiscal quarter and their consolidated subsidiaries as of June 30, 2005 for such fiscal quarter and the related consolidated statements of income and of cash flows portion of the Borrowers and their consolidated subsidiaries for fiscal year ending on the last day of such fiscal period then endedquarter, as included in the Borrower’s Report on Form 10-Q for the fiscal quarter ended June 30, 2005, filed with the SEC. All such financial statements have been which Financial Statements shall be prepared in accordance with GAAP; and (iii) within thirty days after request therefor, consistently applied such other information regarding the financial condition or business operations of AMS and each of its Subsidiaries as any Lender may reasonably request (except as stated thereinit being understood that the reasonableness of any request shall take into consideration the availability of resources of AMS to respond thereto), provided, that the Administrative Agent and fairly present each Lender shall agree to observe (x) such reasonable restrictions which AMS may impose on information which it deems to be confidential and which is labeled as such, and (y) restrictions which are imposed on AMS by third parties with respect to the financial position confidential information of such third parties; provided further, that AMS may satisfy its obligations under clauses (i) and (ii) of this paragraph by delivery of its Forms 10-K and 10Q filed with the Securities and Exchange Commission for such periods and as of such dates. The Financial Statements delivered under clauses (i) and (ii) above shall be accompanied by a certificate of a responsible officer (including, but not limited to, the Controller, Deputy Controller and the Corporate Manager of Accounting) of AMS in substantially the form of Exhibit I hereto: (x) certifying as to whether, to the best knowledge of such officer, a Default Condition has occurred and is continuing and, if a Default Condition has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (y) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.2(a) and 6.2(b) and the ratio of Total Debt to EBITDA for the four fiscal quarters ending on the last day of the entities described in such financial statements as of the respective dates indicated and the consolidated results of their operations and cash flows for the respective periods indicated, subject in the case of any such financial statements that are unaudited, to normal audit adjustments, none of which will involve a Material Adverse Effect. The Borrowers and their Subsidiaries did not havefiscal quarter or fiscal year, as of the date of the latest financial statements referred to above, and will not have as of the Closing Date after giving effect to the incurrence of the Term Loan hereunder, any material or significant 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 in accordance with GAAP and that in any such case is material in relation to the business, operations, properties, assets, financial or other condition or prospects of the Borrowers or any of their Subsidiariesapplicable.

Financial Statements, etc. The Borrower shall deliver to each of the Banks: (a) The Borrowers have furnished to as soon as available and in any event within 50 days after the Lenders and the Administrative Agent complete and correct copies end of (i) the audited consolidated balance sheets each of the Borrowers and their consolidated subsidiaries as first three quarterly fiscal periods of December 31each fiscal year of the Borrower, 2004 and the related audited consolidated statements of income, shareholdersstockholders’ equity, equity and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries for such period and for the fiscal years then ended, accompanied by period from the report thereon of PricewaterhouseCoopers LLP; and (ii) the consolidated balance sheets beginning of the Borrowers and their consolidated subsidiaries as respective fiscal year to the end of June 30such period, 2005 and the related consolidated statements of income and of cash flows balance sheet of the Borrowers Borrower and their its Subsidiaries as at the end of such period, setting forth in each case in comparative form the corresponding consolidated subsidiaries figures for the corresponding periods in the preceding fiscal period then endedyear (except that, in the case of balance sheets, such comparison shall be to the last day of the prior fiscal year), accompanied by a certificate of a senior financial officer of the Borrower, which certificate shall state that said consolidated financial statements present fairly, in all material respects, the consolidated financial condition and results of operations of the Borrower and its Subsidiaries, in accordance with generally accepted accounting principles, consistently applied, as included in at the end of, and for, such period (subject to normal year-end audit adjustments and the absence of footnotes) (it being understood that delivery to the Banks of the Borrower’s Report on Form 10-Q for the fiscal quarter ended June 30, 2005, filed with the SEC. All SEC shall satisfy the requirements of this clause (a) so long as the information contained in such Report includes the information required under this clause (a)); (b) as soon as available and in any event within 100 days after the end of each fiscal year of the Borrower, consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year and the related consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form the corresponding consolidated figures for the preceding fiscal year, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements have been prepared present fairly, in all material respects, the consolidated financial condition and results of operations of the Borrower and its Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP, consistently applied (except as stated therein), and fairly present the financial position of the entities described in such financial statements as of the respective dates indicated and the consolidated results of their operations and cash flows for the respective periods indicated, subject in the case of any such financial statements that are unaudited, to normal audit adjustments, none of which will involve a Material Adverse Effect. The Borrowers and their Subsidiaries did not have, as of the date of the latest financial statements referred to above, and will not have as of the Closing Date after giving effect to the incurrence of the Term Loan hereunder, any material or significant 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 in accordance with GAAP and that in any such case is material in relation to the business, operations, properties, assets, financial or other condition or prospects of the Borrowers or any of their Subsidiaries.generally

Financial Statements, etc. (a) The Borrowers have Borrower has furnished to the Lenders and the Administrative Agent complete and correct copies of (i) the audited consolidated balance sheets of the Borrowers Borrower and their its consolidated subsidiaries as of the end of its fiscal year ended on or nearest to December 31, 2004 2002, and the related audited consolidated statements of income, shareholdersstockholders’ equity, and cash flows for the fiscal year then ended, accompanied by the unqualified report thereon of the Borrower’s independent accountants; (ii) the unaudited condensed consolidated balance sheets of the Borrower and its consolidated subsidiaries as of September 30, 2003 and the related unaudited condensed consolidated statements of income and of cash flows of the Borrower and its consolidated subsidiaries for the fiscal years quarter or quarters then ended, accompanied by as contained in the report thereon Form 10-Q Quarterly Report of PricewaterhouseCoopers LLPthe Borrower filed with the SEC for such fiscal quarter; and (iiiii) the unaudited condensed consolidated balance sheets of the Borrowers Borrower and their its consolidated subsidiaries as of June 30December 31, 2005 2003 and the related unaudited condensed consolidated statements of income and of cash flows of the Borrowers Borrower and their its consolidated subsidiaries for the fiscal period year then ended, as included in the Borrower’s Report on Form 10-Q for the fiscal quarter ended June 30, 2005, filed with the SEC. All such financial statements have been prepared in accordance with GAAP, consistently applied (except as stated therein), and fairly present the financial position of the entities described in such financial statements Borrower and its consolidated subsidiaries as of the respective dates indicated and the consolidated results of their operations and cash flows for the respective periods indicated, subject in the case of any such financial statements that are unaudited, to normal audit adjustments, none of which will involve a Material Adverse Effect. The Borrowers and their Subsidiaries did not have, as of the date of the latest financial statements referred to above, and will not have as of the Closing Date after giving effect to the incurrence of the Term Loan hereunder, any material or significant 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 in accordance with GAAP and that in any such case is material in relation to the business, operations, properties, assets, financial or other condition or prospects of the Borrowers or any of their Subsidiaries.

Financial Statements, etc. (a) The Borrowers have Borrower has furnished to the Lenders and the Administrative Agent complete and correct copies of (i) the audited consolidated balance sheets of the Borrowers Borrower and their its consolidated subsidiaries as of December 31, 2004 2002 and the related audited consolidated statements of income, shareholders’ equity, and cash flows of the Borrower and its consolidated subsidiaries for the fiscal years then ended, accompanied by the report thereon of PricewaterhouseCoopers KPMG LLP; and (ii) the condensed consolidated balance sheets of the Borrowers Borrower and their its consolidated subsidiaries as of June 30, 2005 2003 and the related condensed consolidated statements of income and of cash flows of the Borrowers Borrower and their its consolidated subsidiaries for the fiscal period then ended, as included in the Borrower’s Report on Form 10-Q for the fiscal quarter ended June 30, 20052003, filed with the SEC. All such financial statements have been prepared in accordance with GAAP, consistently applied (except as stated therein), and fairly present the financial position of the entities described in such financial statements as of the respective dates indicated and the consolidated results of their operations and cash flows for the respective periods indicated, subject in the case of any such financial statements that are unaudited, to normal audit adjustments, none of which will involve a Material Adverse Effect. The Borrowers Borrower and their its Subsidiaries did not have, as of the date of the latest financial statements referred to above, and will not have as of the Closing Date after giving effect to the incurrence of the Term Loan Loans hereunder, any material or significant 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 in accordance with GAAP and that in any such case is material in relation to the business, operations, properties, assets, financial or other condition or prospects of the Borrowers Borrower or any of their its Subsidiaries.

Financial Statements, etc. (a) The Borrowers have furnished Prior to Closing, the Lenders and the Administrative Agent complete and correct copies of Company will furnish to Parent: (i) the audited consolidated balance sheets of the Borrowers and their consolidated subsidiaries Workforce Company as of December 31, 2004 1996 and 1995, and the related audited consolidated statements of incomeoperations, shareholders’ equity, stockholders' equity and cash flows for each of the Borrower two years ended December 31, 1996 and its consolidated subsidiaries for the fiscal years then ended1995, accompanied certified by Henrx Xxxxxxxxx, xxe independent certified public accountants retained by the report thereon of PricewaterhouseCoopers LLP; and Company for such years, (ii) the consolidated unaudited balance sheets sheet of the Borrowers and their consolidated subsidiaries Workforce Company as of June 30, 2005 1997, and the related consolidated statements of income operations and of cash flows of the Borrowers and their consolidated subsidiaries for the fiscal period six months then ended, as included in certified by the Borrower’s Report on Form 10-Q principal financial officer of the Company, and (iii) the unaudited statement of revenues for the fiscal quarter two months ended June 30August 31, 20051997, filed with certified by the SECprincipal financial officer of the Workforce Company. The foregoing financial statements shall be collectively referred to as the "FINANCIAL STATEMENTS." All such financial statements Financial Statements (including any related schedules and/or notes, if any) have been prepared in accordance with GAAP, GAAP consistently applied and consistent with prior periods, except that such interim statements are subject to year end adjustments (except as stated therein), which consist of normal recurring accruals) and do not contain certain footnote disclosures. Such balance sheets fairly present in all material respects the financial position of the entities described in such financial statements Workforce Company as of the their respective dates indicated dates, and the consolidated results such statements of their operations operations, stockholders' equity and cash flows fairly present in all material respects the results of operations of the Workforce Company for the respective periods indicatedthen ended, subject subject, in the case of any such unaudited financial statements that are unauditedstatements, to normal audit adjustments, none year-end adjustments and the absence of which will involve a Material Adverse Effectcertain footnote disclosures. The Borrowers Except as and their Subsidiaries did not have, to the extent (i) reflected on the audited balance sheet of the Workforce Company as of the date of the latest financial statements December 31, 1996 referred to above, and will not have as (ii) incurred since December 31, 1996 in the ordinary course of the Closing Date after giving effect to the incurrence of the Term Loan hereunderbusiness consistent with past practice, any material or significant contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not (iii) reflected in the foregoing financial statements unaudited balance sheet of the Workforce Company as of August 31, 1997, or (iv) set forth on Schedule 3.01(g) hereto, the Workforce Company does not have any liabilities or obligations of any kind or nature, whether known or unknown or secured or unsecured (whether absolute, accrued, contingent or otherwise, and whether due or to become due) that would be required to be reflected on a balance sheet, or the notes thereto thereto, prepared in accordance with GAAP and that in GAAP. Since December 31, 1996, the Workforce Company has not suffered any such case is material in relation to the business, operations, properties, assets, financial or other condition or prospects of the Borrowers or any of their SubsidiariesCompany Material Adverse Effect.

Financial Statements, etc. (a) The Borrowers have furnished to the Lenders Attached hereto as EXHIBIT 3.1.6 are true and the Administrative Agent complete and correct copies of (i) the Alumar's audited consolidated balance sheets of the Borrowers and their consolidated subsidiaries sheet as of December March 31, 2004 1995, and the related audited consolidated statements statement of income, shareholders’ equityincome and retained earnings, and statement of cash flows for the year ended March 31, 1995, on a consolidated basis, together with the report of Xxxxxxxxxx, Melvoin and Xxxxxxx LLP thereon (the "AUDITED FINANCIAL STATEMENTS"). The Shareholders shall cause Alumar and the Subsidiaries to provide to Purchaser, within fifteen (15) days after the end of each calendar month after the execution of this Agreement and through and including the Closing Date, true and complete copies of Alumar's unaudited balance sheet as of the Borrower and its consolidated subsidiaries for the fiscal years then ended, accompanied by the report thereon of PricewaterhouseCoopers LLP; and (ii) the consolidated balance sheets end of the Borrowers and their consolidated subsidiaries as of June 30, 2005 preceding month and the related consolidated statements statement of income and retained earnings and statement of cash flows of the Borrowers and their consolidated subsidiaries for the fiscal period then endedpreceding month, each on a consolidated basis (the "INTERIM FINANCIAL STATEMENTS") (the Interim Financial Statements and the Audited Financial Statements are, from time to time, collectively referred to herein as included in the Borrower’s Report on Form 10-Q for the fiscal quarter ended June 30"FINANCIAL STATEMENTS"). The Audited Financial Statements are complete, 2005, filed with the SEC. All such financial statements have been prepared in all material respects in accordance with GAAP, generally accepted accounting principles consistently applied (except as stated thereindisclosed on EXHIBIT 3.1.6), and fairly present the financial position condition of the entities described in such financial statements as of the respective dates indicated and the Alumar on a consolidated results of their operations and cash flows for the respective periods indicated, subject in the case of any such financial statements that are unaudited, to normal audit adjustments, none of which will involve a Material Adverse Effect. The Borrowers and their Subsidiaries did not have, basis as of the date thereof. The Interim Financial Statements will be prepared in a manner consistent with the Audited Financial Statements, except for year-end adjustments and the utilization of the latest financial statements referred to abovefirst-in, first-out (FIFO) basis of inventory accounting, and will not have contain or fail to contain anything which causes them to be materially misleading. The trade accounts and other receivables of Alumar or the Subsidiaries which are classified on the Financial Statements as of the Closing Date after giving effect to the incurrence of the Term Loan hereundercurrent assets are bona fide receivables, any material or significant contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected arose in the foregoing financial statements or the notes thereto in accordance with GAAP and that in any such case is material in relation to the ordinary course of business, operationsand, propertiessubject to any reserve for doubtful accounts, assetsare not subject to offset or deduction, financial and are collectible in full within 120 days. Alumar and the Subsidiaries (on a consolidated basis) have no material liabilities or other condition obligations of any nature, whether absolute, contingent, accrued or prospects of the Borrowers otherwise, and whether due or any of their Subsidiaries.to become due, except:

Financial Statements, etc. Deliver to the Administrative Agent for prompt further distribution to each Lender each of the following and shall take the following actions: (a) The Borrowers have furnished to the Lenders within one hundred and twenty (120) days (or such longer period as the Administrative Agent complete and correct copies may agree) after the end of (i) each Fiscal Year of Holdings, a Consolidated balance sheet of Holdings as at the audited consolidated balance sheets end of the Borrowers and their consolidated subsidiaries as of December 31such Fiscal Year, 2004 and the related audited consolidated Consolidated statements of incomeincome or operations, shareholdersstockholders’ equity, equity and cash flows of for such Fiscal Year, together with related notes thereto, setting forth in each case in comparative form the Borrower and its consolidated subsidiaries figures for the fiscal years then endedprevious Fiscal Year, accompanied by the report thereon of PricewaterhouseCoopers LLP; all in reasonable detail and (ii) the consolidated balance sheets of the Borrowers and their consolidated subsidiaries as of June 30, 2005 and the related consolidated statements of income and of cash flows of the Borrowers and their consolidated subsidiaries for the fiscal period then ended, as included in the Borrower’s Report on Form 10-Q for the fiscal quarter ended June 30, 2005, filed with the SEC. All such financial statements have been prepared in accordance with GAAP, consistently applied with such Consolidated financial statements to be audited and accompanied by a report and opinion of KPMG LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to (except as stated thereini) any “going concern” qualification (but excluding a “going concern” explanatory paragraph or like statement), other than a “going concern” qualification or exception that is due to (x) the impending maturity of any Indebtedness within the twelve (12) month period following the date of the delivery of such report and opinion or (y) the breach or anticipated breach of any financial covenant, or (ii) any qualification or exception as to the scope of such audit; (b) within forty-five (45) days (or such longer period as the Administrative Agent may agree) after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year of Holdings, a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related (i) Consolidated statements of income or operations for such Fiscal Quarter and for the portion of the Fiscal Year then ended and (ii) Consolidated statements of cash flows for the portion of the Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail and certified by a Financial Officer of Holdings as fairly present presenting in all material respects the financial position of the entities described in such financial statements as of the respective dates indicated and the consolidated condition, results of their operations and cash flows for the respective periods indicatedof Holdings and its Subsidiaries in accordance with GAAP, subject in the case of any such financial statements that are unaudited, to normal audit adjustmentsyear- end adjustments and the absence of footnotes; (c) for any month in which a Monthly Financial Reporting Period exists, none within thirty (30) days (or such longer period as the Administrative Agent may agree) after the end of which will involve each of the first two months of each Fiscal Quarter of Holdings, a Material Adverse Effect. The Borrowers Consolidated balance sheet of Holdings and their its Subsidiaries did not have, as of the date end of such Fiscal Month, and the related (i) Consolidated statements of income or operations for such Fiscal Month and for the portion of the latest financial Fiscal Year then ended and (ii) Consolidated statements referred to above, and will not have as of cash flows for the portion of the Closing Date after giving effect to Fiscal Year then ended, setting forth in each case in comparative form the incurrence figures for the corresponding Fiscal Month of the Term Loan hereunderprevious Fiscal Year and the corresponding portion of the previous Fiscal Year, any all in reasonable detail and certified by a Financial Officer of Holdings as fairly presenting in all material or significant contingent liability or liability for taxesrespects the financial condition, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto results of operations and cash flows of Holdings and its Subsidiaries in accordance with GAAP GAAP, subject to normal year-end adjustments and that in any the absence of footnotes; (d) within ninety (90) days (or such case is material in relation to longer period as the businessAdministrative Agent may agree) after the end of each Fiscal Year, operations, properties, assets, financial or other condition or prospects of a reasonably detailed Consolidated budget for the Borrowers or any of their Subsidiaries.- 183 -

Financial Statements, etc. The Company shall deliver to each of the Banks: (a) The Borrowers have furnished to as soon as available and in any event within 50 days after the Lenders and the Administrative Agent complete and correct copies end of (i) the audited consolidated balance sheets each of the Borrowers and their consolidated subsidiaries as first three quarterly fiscal periods of December 31each fiscal year of the Company, 2004 and the related audited consolidated statements of income, shareholdersstockholders’ equity, equity and cash flows of the Borrower Company and its consolidated subsidiaries Subsidiaries for such period and for the fiscal years then ended, accompanied by period from the report thereon of PricewaterhouseCoopers LLP; and (ii) the consolidated balance sheets beginning of the Borrowers and their consolidated subsidiaries as respective fiscal year to the end of June 30such period, 2005 and the related consolidated statements of income and of cash flows balance sheet of the Borrowers Company and their its Subsidiaries as at the end of such period, setting forth in each case in comparative form the corresponding consolidated subsidiaries figures for the corresponding periods in the preceding fiscal period then endedyear (except that, in the case of balance sheets, such comparison shall be to the last day of the prior fiscal year), accompanied by a certificate of a senior financial officer of the Company, which certificate shall state that said consolidated financial statements present fairly, in all material respects, the consolidated financial condition and results of operations of the Company and its Subsidiaries, in accordance with generally accepted accounting principles, consistently applied, as included in at the Borrowerend of, and for, such period (subject to normal year-end audit adjustments and the absence of footnotes) (it being understood that delivery to the Banks of the Company’s Report on Form 10-Q for the fiscal quarter ended June 30, 2005, filed with the SEC. All SEC shall satisfy the requirements of this clause (a) so long as the information contained in such Report includes the information required under this clause (a)); (b) as soon as available and in any event within 100 days after the end of each fiscal year of the Company, consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal year and the related consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form the corresponding consolidated figures for the preceding fiscal year, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements have been prepared present fairly, in all material respects, the consolidated financial condition and results of operations of the Company and its Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP, consistently applied generally accepted accounting principles (except as stated therein), and fairly present it being understood that delivery to the financial position Banks of the entities described Company’s Report on Form 10-K filed with the SEC shall satisfy the requirements of this clause (b) so long as the information contained in such Report includes the information required under this clause (b)); (c) concurrently with any delivery of financial statements as under clause (a) or (b) above, a Compliance Certificate duly completed and executed by the chief financial officer or treasurer of the respective dates indicated Company (and, if any Default has occurred and is continuing, such Compliance Certificate shall describe such Default in reasonable detail and the consolidated results of their operations and cash flows for action that the respective periods indicated, subject in the case of any such financial statements that are unaudited, Company has taken or proposes to normal audit adjustments, none of which will involve a Material Adverse Effect. The Borrowers and their Subsidiaries did not have, as of the date of the latest financial statements referred to above, and will not have as of the Closing Date after giving effect to the incurrence of the Term Loan hereunder, any material or significant 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 in accordance take with GAAP and that in any such case is material in relation to the business, operations, properties, assets, financial or other condition or prospects of the Borrowers or any of their Subsidiariesrespect thereto).

Financial Statements, etc. (a) The Borrowers have Borrower has furnished to the Lenders and the Administrative Agent complete and correct copies of (i) the audited consolidated balance sheets of the Borrowers Borrower and their its consolidated subsidiaries as of the end of its fiscal year ended on or nearest to December 31, 2004 2001, and the related audited consolidated statements of income, shareholders’ stockholders' equity, and cash flows for the fiscal year then ended, accompanied by the unqualified report thereon of the Borrower's independent accountants; (ii) the unaudited condensed consolidated balance sheets of the Borrower and its consolidated subsidiaries as of September 30, 2002 and the related unaudited condensed consolidated statements of income and of cash flows of the Borrower and its consolidated subsidiaries for the fiscal years quarter or quarters then ended, accompanied by as contained in the report thereon Form 10-Q Quarterly Report of PricewaterhouseCoopers LLPthe Borrower filed with the SEC for such fiscal quarter; and (iiiii) the unaudited condensed consolidated balance sheets of the Borrowers Borrower and their its consolidated subsidiaries as of June 30December 31, 2005 2002 and the related unaudited condensed consolidated statements of income and of cash flows of the Borrowers Borrower and their its consolidated subsidiaries for the fiscal period year then ended, as included in the Borrower’s Report on Form 10-Q for the fiscal quarter ended June 30, 2005, filed with the SEC. All such financial statements have been prepared in accordance with GAAP, consistently applied (except as stated therein), and fairly present the financial position of the entities described in such financial statements Borrower and its consolidated subsidiaries as of the respective dates indicated and the consolidated results of their operations and cash flows for the respective periods indicated, subject in the case of any such financial statements that are unaudited, to normal audit adjustments, none of which will involve a Material Adverse Effect. The Borrowers and their Subsidiaries did not have, as of the date of the latest financial statements referred to above, and will not have as of the Closing Date after giving effect to the incurrence of the Term Loan hereunder, any material or significant 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 in accordance with GAAP and that in any such case is material in relation to the business, operations, properties, assets, financial or other condition or prospects of the Borrowers or any of their Subsidiaries.

Financial Statements, etc. 3.5.1 RHC has furnished or made available to the Buyer copies of: (a) The Borrowers have furnished to the Lenders and the Administrative Agent complete and correct copies of (i) the audited consolidated balance sheets of RHP and the Borrowers and their consolidated subsidiaries Acquired Companies as of December 31, 2004 and the related audited consolidated statements of income, shareholders’ equity2013, and cash flows of the Borrower and its consolidated subsidiaries for the fiscal years then ended, accompanied by the report thereon of PricewaterhouseCoopers LLP; and (ii) the consolidated balance sheets of the Borrowers and their consolidated subsidiaries as of June 30December 31, 2005 2014, including the notes thereto, and the related consolidated statements of income and of cash flows of RHP and the Borrowers and their consolidated subsidiaries Acquired Companies for the fiscal period years then ended, as included in ended (the Borrower’s Report on Form 10-Q for the fiscal quarter ended June 30, 2005, filed with the SEC. All such financial statements have been prepared in accordance with GAAP, consistently applied (except as stated therein“Annual Financial Statements”), and (b) the unaudited consolidated balance sheet of RHP and the Acquired Companies as of March 31, 2015 (the “Reference Balance Sheet Date”) and the related consolidated statements of income and cash flows of RHP the Acquired Companies for such three- (3-) month period then ended (the “Interim Financial Statements” and, collectively with the Annual Financial Statements, the “Financial Statements”). Correct and complete copies of the Financial Statements are set forth on Section 3.5.1 of the Disclosure Letter. The Financial Statements (i) present fairly present in all material respects the consolidated financial position of RHP and the entities described in such financial statements Acquired Companies and the consolidated results of operations of RHP and the Acquired Companies as of the respective dates indicated thereof and the consolidated results of their operations and cash flows for the respective periods indicatedcovered thereby and, subject in the case of any such financial statements that are unaudited, to normal audit adjustments, none of which will involve a Material Adverse Effect. The Borrowers and their Subsidiaries did not have, (ii) except as disclosed on Section 3.5.1 of the date of the latest financial statements referred to aboveDisclosure Letter, and will not have as of the Closing Date after giving effect to the incurrence of the Term Loan hereunder, any material or significant 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 were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, subject to changes resulting from year-end adjustments in accordance with the Accounting Principles, the absence of footnote disclosures, the treatment of capital lease obligations with respect to leases or subleases of hospital locations as operating leases rather than capital leases, and that in the treatment of rent arising under such leases or subleases as an expense recorded upon actual payment or accrual, notwithstanding any alternative treatment of or adjustments to such case is material in relation leases or rent under GAAP. Except as disclosed on Section 3.5.1 of the Disclosure Letter and with respect to the Assumed Capital Leases, none of the Acquired Companies has any liabilities required by GAAP to be set forth on, or reserved against in, a consolidated balance sheet of the Acquired Companies, except for (y) liabilities reflected or reserved against in the Financial Statements and (z) liabilities incurred in the ordinary course of business, operationsconsistent with past practice, properties, assets, financial since the Reference Balance Sheet Date or other condition or prospects of in connection with the Borrowers or any of their SubsidiariesContemplated Transactions.

Financial Statements, etc. The Borrower will furnish to each of ------------------------- the Lenders: within forty-five (a45) The Borrowers have furnished to days after the Lenders and end of each quarter of the Administrative Agent complete and correct copies of Borrower (i) other than the audited fourth quarter), the unaudited consolidated balance sheets sheet as of the Borrowers and their consolidated subsidiaries as end of December 31, 2004 such period and the related audited consolidated statements of income, shareholders’ equity, operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries as of and for the fiscal years then endedthree-month period and the year-to-date period ended on the last day of such quarter, accompanied by the report thereon a certificate of PricewaterhouseCoopers LLP; and (ii) the consolidated balance sheets a Responsible Officer of the Borrowers and their consolidated subsidiaries as of June 30, 2005 and Borrower to the related consolidated statements of income and of cash flows of the Borrowers and their consolidated subsidiaries for the fiscal period then ended, as included in the Borrower’s Report on Form 10-Q for the fiscal quarter ended June 30, 2005, filed with the SEC. All effect that such financial statements have been prepared in accordance with GAAP, consistently applied (except as stated therein), and fairly present the consolidated financial position condition of the entities described in such financial statements Borrower and its Subsidiaries as of the respective dates indicated end of such quarter, and the consolidated results of their operations and cash flows for such quarter, in each case in accordance with GAAP (except for the respective periods indicatedabsence of footnotes) consistently applied (subject to normal year-end audit adjustments); within forty-five (45) days after the end of the second financial quarter of the Borrower, subject in the case unaudited consolidating balance sheet (which may be grouped by geographic region) as of any the end of such period and the related unaudited consolidating statement of operations (which may be grouped by geographic region) for the six-month period ended on the last day of such quarter, accompanied by a certificate of a Responsible Officer of the Borrower to the effect that such financial statements that are unauditedfairly present the consolidated financial condition of the Borrower and its Subsidiaries as of the end of such period, and the consolidated results of their operations for such period, in each case in accordance with GAAP (except for the absence of footnotes) consistently applied (subject to normal year-end audit adjustments); within one hundred twenty (120) days after the last day of each year of the Borrower, none the audited consolidated balance sheet and income statement and statement of cash flows of the Borrower and its Subsidiaries as of and for the year then ended, audited by the Accountants without any material qualifications together with the unaudited consolidating balance sheet and statement of operations of the Borrower and its Subsidiaries as of and for the year then ended, together with a certificate (which will involve may be included as part of a Compliance Certificate) of a Responsible Officer of the Borrower to the effect that such financial statements fairly present the consolidated financial condition of the Borrower and its Subsidiaries as of the end of such year and the consolidated results of their operations for such year, in each case in accordance with GAAP. at the time of the delivery of the quarterly, six-month and yearly financial statements required by Sections 8.5(a), (b) and (c) above, a Compliance Certificate signed by a Responsible Officer of the Borrower in the form attached to this Agreement as Exhibit F, appropriately completed; --------- copies of any management letter provided by the Accountants and addressed to the Board of Directors of the Borrower or to the Audit Committee of the Board of Directors of the Borrower; promptly upon becoming aware of any litigation or other proceeding against the Borrower or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect. The Borrowers and their Subsidiaries did not have, as notice thereof; promptly following the request of the date of the latest financial statements referred to aboveMajority Lenders, and will not have as of the Closing Date after giving effect to the incurrence of the Term Loan hereunder, any material or significant 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 in accordance with GAAP and that in any such case is material in relation to further information concerning the business, operations, properties, assets, affairs and financial or other condition or prospects operations of the Borrowers Borrower and its Subsidiaries as the Agent may reasonably request; promptly upon the mailing thereof to the shareholders of the Borrower generally, copies of all financial statements, reports, proxy statements and other materials; and promptly upon the filing thereof by the Borrower with the SEC (and in any event within ten (10) days of such filing), copies of any registration statements (on SEC Form X-0, X-0 or any of other form) and reports on Forms 10-K, 10-Q and 8-K (or their Subsidiariesequivalents if such forms no longer exist).

Financial Statements, etc. (a) The Borrowers have MBIA has heretofore ----------- ------------------------ furnished to the Lenders and the Administrative Agent complete and correct copies of (i) the audited consolidated and unaudited consolidating balance sheets of the Borrowers MBIA Inc. and their consolidated its subsidiaries as of at December 31, 2004 and 1994, the related audited consolidated statements of income, shareholders’ equitychanges in stockholders' equity and financial position or cash flows, as the case may be, and cash flows unaudited consolidating statements of the Borrower and its consolidated subsidiaries income for the fiscal years then endedyear ended December 31, accompanied by the report thereon of PricewaterhouseCoopers LLP; 1994, and (ii) the unaudited consolidated and consolidating balance sheets of the Borrowers MBIA Inc. and their consolidated its subsidiaries as of March 31, June 30, 2005 and September 30, 1995, and the related consolidated statements of income and of cash flows of the Borrowers and their consolidated subsidiaries for the fiscal period then endedincome, as included changes in the Borrower’s Report on Form 10-Q for the fiscal quarter ended June 30, 2005, filed with the SEC. All such financial statements have been prepared in accordance with GAAP, consistently applied (except as stated therein), and fairly present the financial position of the entities described in such financial statements as of the respective dates indicated and the consolidated results of their operations stockholders' equity and cash flows for the respective periods indicatedthree months ended March 31, subject in 1995, the case of any such six months ended June 30, 1995 and the nine months ended September 30, 1995. Such financial statements that are unaudited, to normal audit adjustments, none of which will involve a Material Adverse Effect. The Borrowers and their Subsidiaries did not have, as of the date of the latest financial statements referred to above, and will not have as of the Closing Date after giving effect to the incurrence of the Term Loan hereunder, any material or significant 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 were prepared in accordance with GAAP generally accepted accounting principles consistently applied and that present fairly the consolidated financial position and consolidated results of operations and cash flows of MBIA Inc. and its subsidiaries and the financial position and results of operations and cash flows of MBIA at the dates and for the periods indicated therein. There has been no material adverse change in any such case is material in relation the consolidated financial position or consolidated results of operations or cash flows of MBIA Inc. and its subsidiaries taken as a whole or of MBIA since September 30, 1995. (b) MBIA has heretofore furnished to the businessAgent its annual statements and its financial statements as filed with the Department for the year ended December 31, operations1994 and its quarterly statements and financial statements as filed with the Department for the periods ended March 31, properties1995, assetsJune 30, 1995 and September 30, 1995. Such annual and quarterly statements and financial or other condition or prospects statements were prepared in accordance with the statutory accounting principles set forth in the New York Insurance Law, all of the Borrowers assets described therein were the absolute property of MBIA at the dates set forth therein, free and clear of any liens or any claims thereon, except as therein stated, and each such Annual Statement is a full and true statement of their Subsidiariesall the assets and liabilities and of the condition and affairs of MBIA as of such dates and of its income and deductions therefrom for the year or quarter ended on such dates.