Common use of Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc Clause in Contracts

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet of (x) the Company and its Subsidiaries for the fiscal year of the Company ended November 30, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Subsidiaries for the fiscal year of the Acquired Business ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal period, copies of which in each case have been furnished to the Administrative Agent and each Lender prior to the Restatement Effective Date, present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, at the dates of said financial statements and the results for the periods covered thereby, subject, in the case of the unaudited financial statements, to normal year-end adjustments. All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, except to the extent provided in the notes to said financial statements.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet of (x) the Company Borrower as at June 30, 1996, June 30, 1997, June 30, 1998, December 31, 1998 and March 31, 1999 and the related statements of earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year periods ended as of the Company ended November 30, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Subsidiaries for the fiscal year of the Acquired Business ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal period, copies of which in each case have been furnished to the Administrative Agent and each Lender prior to the Restatement Effective Date, present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, at the dates of said financial statements and the results for the periods covered thereby, subjectdates, in the case of the unaudited financial annual statements, have been examined by PricewaterhouseCoopers LLP, independent certified public accountants, who delivered unqualified opinions in respect thereto and (ii) the pro forma (after giving effect to normal year-end adjustmentsthe Transaction and the related financing thereof) consolidated balance sheet of the Borrower as at the Restatement Effective Date, copies of all of which financial statements referred to in the preceding clauses (i) and (ii) have heretofore been furnished to each Bank, present fairly the financial position of the respective entities at the dates of said statements and the results of operations for the period covered thereby (or, in the case of the pro forma balance sheet, present a good faith estimate of the pro forma financial condition of the Borrower and its Subsidiaries (after giving effect to the Transaction) on a consolidated basis at the date thereof). All such financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied, applied except to the extent provided in the notes to said financial statements and with respect to interim financial statements, subject to normal year end adjustments. Since December 31, 1998, there has been no material adverse change in the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet of (x) the Company Borrower and its Subsidiaries for the its fiscal year of the Company ended November 30on December 31, 2009 1998 and the related consolidated statements of income, cash flows and shareholders’ ' equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business Borrower and its Subsidiaries for the fiscal year of the Acquired Business ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for on such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal perioddate, copies of which in each case have been furnished to the Administrative Agent and each Lender Lenders prior to the Restatement Effective Initial Borrowing Date, present fairly in all material respects the consolidated financial condition position of the Company Borrower and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, at the dates of said financial statements such balance sheet and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods covered thereby, subject, in the case . All of the unaudited financial statements, to normal year-end adjustments. All such foregoing financial statements have been prepared in accordance with generally accepted accounting principles consistently appliedapplied (except, except in the case of the aforementioned quarterly financial statements, for normal year-end audit adjustments and the absence of footnotes). After giving effect to the extent provided transactions contemplated herein (but for this purpose assuming that such transactions and the related financing had occurred prior to December 31, 1998), since December 31, 1998, there has been no material adverse change in the notes to said business, operations, property, assets, liabilities, condition (financial statementsor otherwise) or prospects of the Borrower or of the Borrower and its Subsidiaries taken as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet sheets of (x) the Company Holdings and its Subsidiaries for the fiscal year of the Company and fiscal quarter ended November on December 31, 1998 and June 30, 2009 1999, respectively and the related consolidated statements of income, cash flows and shareholders’ ' equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business Holdings and its Subsidiaries for the fiscal year of or fiscal quarter, as the Acquired Business case may be, ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for on such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal perioddates, copies of which in each case have been furnished to the Administrative Agent and each Lender Lenders prior to the Restatement Effective Date, present fairly in all material respects the consolidated financial condition position of the Company Holdings and its Subsidiaries or at the Acquired Business date of such balance sheets and the consolidated results of the operations of Holdings and its Subsidiaries, as the case may be, at the dates of said financial statements and the results Subsidiaries for the periods covered thereby, subject, in the case . All of the unaudited financial statements, to normal year-end adjustments. All such foregoing historical financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, applied except to the extent provided as disclosed in the notes thereto. The PRO FORMA consolidated financial statements of Holdings and its Subsidiaries as of December 31, 1998, after giving effect to said the entering into of the Credit Documents and the financing therefor, copies of which have been furnished to the Lenders prior to the Effective Date, present fairly in all material respects the PRO FORMA consolidated financial statementsposition of Holdings and its Subsidiaries as of December 31, 1998 and the PRO FORMA consolidated results of operations of Holdings and its Subsidiaries for the fiscal year ended December 31, 1998. After giving effect to the entering into of the Credit Documents, since December 31, 1998, nothing shall have occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, operations or financial condition of Holdings and its Subsidiaries taken as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet sheets of (x) the Company and its Subsidiaries for the fiscal year of the Company ended November Universal as at September 30, 2009 1997 and the related consolidated statements of income, cash flows and shareholders’ ' equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Subsidiaries Universal for the fiscal year six month period ended on such date, copies of which have been furnished to the Acquired Business Banks prior to the Effective Date and (ii) the audited balance sheets of Universal for the fiscal years ended December in March 31, 2009 1995, March 31, 1996 and March 31, 1997 and the related consolidated statements of income, cash flows and shareholders’ ' equity of the Acquired Business and its Subsidiaries for such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries Universal for the three fiscal quarters of the Company years ended August 31on such dates, 2010 which annual financial statements have been examined by KPMG Peat Marwick LLP, certified public accountants, who delivered an unqualified opinion with respect thereto and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal period, copies of which in have heretofore been delivered to each case have been furnished to the Administrative Agent and each Lender prior to the Restatement Effective DateBank, present fairly in all material respects the consolidated financial condition position of the Company and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, Universal at the dates date of said financial statements such balance sheets and the results of the operations of Universal for the periods covered thereby, subject, . Subject to year end audit adjustments and footnote disclosures required by GAAP in the case of clause (i), all of the unaudited financial statements, to normal year-end adjustments. All such foregoing historical financial statements have been prepared in accordance with generally accepted accounting principles consistently applied. The pro forma consolidated financial statements of Holdings and its Subsidiaries as of December 31, except 1997, in each case after giving effect to the extent provided Transaction and the financing therefor, copies of which have been furnished to the Banks prior to the Initial Borrowing Date, present fairly in all material respects the pro forma consolidated financial position of Holdings and its Subsidiaries as of December 31, 1997. After giving effect to the Transaction (but for this purpose assuming that the Transaction and the related financing had occurred prior to March 31, 1997), since September 30, 1997, there has been no material adverse change in the notes to said business, operations, property, assets, liabilities, condition (financial statementsor otherwise) or prospects of the Borrower or of Holdings and its Subsidiaries taken as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet of (x) the Company and its Subsidiaries for the fiscal year of the Company ended November 30at September 27, 2009 1996 and the related consolidated statements of incomeoperations, cash flows and shareholders’ ' equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Subsidiaries for the fiscal year or other period ended on such date, as the case may be, and copies of which have hereto been furnished to the Acquired Business ended December 31Banks prior to the Restatement Effective Date which have been examined by Ernst & Young, 2009 and the related consolidated statements of incomeindependent certified public accountants, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal yearwho delivered an unqualified opinion in respect thereto, and (ii) the unaudited consolidated pro forma (after giving effect to the Transaction, the related financing thereof and the other transactions contemplated hereby and thereby) balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31at February 21, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal period1997, copies of which in each case have heretofore been furnished to the Administrative Agent and each Lender Banks prior to the Restatement Effective Date, present fairly in all material respects the consolidated financial condition of the Company at the date of such balance sheets and its Subsidiaries the results of the operations and the cash flows and shareholders' equity of the Company for such fiscal year or the Acquired Business and its Subsidiariesother period, as the case may be, at the dates of said financial statements and the results for the periods covered thereby, subjectbe (or, in the case of the unaudited pro forma balance sheet, presents a good faith estimate of the pro forma financial statementscondition of the Company (after giving effect to the Transaction, to normal year-end adjustmentsthe related financing thereof and the other transactions contemplated hereby and thereby) at the date thereof). All such financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied, applied (except to the extent provided as may be indicated in the notes thereto) subject to said normal year-end adjustments. Since September 27, 1996, there has been no material adverse change in the business, property, assets, nature of assets, liabilities, condition (financial statementsor otherwise) or prospects of the Company or of the Company and its Subsidiaries taken as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet of (x) the Company Borrower as at December 31, 1996 and its Subsidiaries Holdings as at December 31, 1997, and the related statements of earnings and stockholders' equity and cash flows for the fiscal year period ended as of such date, in the case of the Company ended November 30annual statements, 2009 and the related consolidated statements of incomehave been examined by KMPG Peat Marwick LLP, cash flows and shareholders’ equity of the Company and its Subsidiaries for such fiscal yearwhich is an independent certified public accountant, and (y) the Acquired Business and its Subsidiaries for the fiscal year of the Acquired Business ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal periodwhich delivered unqualified opinions in respect thereto, copies of all of which financial statements referred to in each case the preceding clause have heretofore been furnished to the Administrative Agent and each Lender prior to the Restatement Effective DateBank, present fairly in all material respects the consolidated financial condition position of the Company and its Subsidiaries Borrower or the Acquired Business and its SubsidiariesHoldings, as the case may be, and their respective Subsidiaries at the dates of said financial statements and the results of operations for the periods period covered thereby, subject, in the case of the unaudited financial statements, to normal year-end adjustments. All such financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied, applied except to the extent provided in the notes to said financial statements and with respect to interim financial statements, subject to normal year end adjustments. Since December 31, 1997, there has been no material adverse change in the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of Holdings and its Subsidiaries as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (ia)(i) The audited consolidated balance sheet financial statements of (x) the Company Borrower and its Subsidiaries delivered pursuant to Section 3.11, which in the case of the consolidated financial statements for the fiscal year of the Company years ended November 30, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Subsidiaries for the fiscal year of the Acquired Business ended December March 31, 2009 1997, 1998 and if delivered, 1999 have been examined or reviewed by the related consolidated statements of incomeaccountants referred to therein, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year, who delivered unqualified opinions in respect thereto and (ii) the unaudited pro forma (after giving effect to the Transaction and the related financing thereof) consolidated balance sheet of (x) the Company and its Subsidiaries for Borrower as at the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal periodFunding Date, copies of all of which financial statements referred to in each case the preceding clauses (i) and (ii) have heretofore been furnished to the Administrative Agent and each Lender prior to the Restatement Effective DateLender, present fairly in all material respects the consolidated financial condition position of the Company and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, respective entities at the dates of said financial statements and the results of operations for the periods period covered thereby, subjectthereby (or, in the case of the unaudited pro forma balance sheet, present a good faith estimate of the pro forma financial statements, condition of the Borrower and its Subsidiaries (after giving effect to normal year-end adjustmentsthe Transaction) on a consolidated basis at the date thereof). All such financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied, applied except with respect to the extent provided eleven-month interim financial statements which are subject to normal and recurring year-end audit adjustments (which shall not be material) and the absence of footnotes. Since March 31,1998, there has been no material adverse change in the notes to said performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial statementsor otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet sheets of (x) the Company Holdings and its Subsidiaries for the fiscal year of the Company years ended November 30on March 31, 2009 1999 and March 31, 2000 and the related consolidated statements of income, cash flows and shareholders’ ' equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business Holdings and its Subsidiaries for the fiscal year of the Acquired Business years ended December 31on such dates, 2009 which annual financial statements have been examined by Deloitte & Touche LLP, certified public accountants, who delivered an unqualified opinion with respect thereto and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal period, copies of which in have heretofore been delivered to each case have been furnished to the Administrative Agent and each Lender prior to the Restatement Effective DateLender, present fairly in all material respects the consolidated financial condition position of the Company Holdings and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, at the dates date of said financial statements such balance sheets and the results of the operations of Holdings and its Subsidiaries for the periods covered thereby, subject, in the case . All of the unaudited financial statements, to normal year-end adjustments. All such foregoing historical financial statements have been prepared in accordance with generally accepted accounting principles consistently applied. The pro forma consolidated financial statements of Holdings and its Subsidiaries as of March 31, except 2000 (as contained in the registration statement filed on Form S-1 with the SEC on [INSERT DATE]), in each case after giving effect to the extent provided Holdings IPO, the Repurchase and the Synthetic Lease Financing, copies of which have been furnished to the Lenders prior to the Effective Date, present fairly in all material respects the pro forma consolidated financial position of Holdings and its Subsidiaries as of March 31, 2000. After giving effect to the Holdings IPO, the Repurchase and the Synthetic Lease Financing, since March 31, 2000, there has been no material adverse change in the notes to said business, operations, property, assets, liabilities, condition (financial statementsor otherwise) or prospects of the Borrower or of Holdings and its Subsidiaries taken as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet of (x) the Company and its Subsidiaries for the fiscal year sheets of the Company Borrower for its fiscal years ended November 30on October 1, 2009 2000 and September 26, 1999 and for its nine-month period ended on July 1, 2001, respectively, and the related consolidated statements of income, cash flows and shareholders’ ' equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Subsidiaries Borrower for the fiscal year of years or six-month period ended on such dates, as the Acquired Business ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal periodcase may be, copies of which in each case have been furnished to the Administrative Agent and each Lender prior to the Restatement Effective Closing Date, present fairly in all material respects the consolidated financial condition position of the Company and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, Borrower at the dates of said financial statements such balance sheets and the consolidated results of the operations of the Borrower for the periods covered thereby, subject, in the case . All of the unaudited financial statements, to normal year-end adjustments. All such foregoing financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, applied (except to the extent provided in the notes to said such financial statements and, in the case of the aforementioned nine month interim financial statements, except for normal year-end audit adjustments and the absence of footnotes). The pro forma consolidated balance sheet of the Borrower as of July 1, 2001 and after giving effect to the Transaction and the financing therefor, a copy of which has been furnished to the Lender prior to the Closing Date, presents fairly in all material respects the pro forma consolidated financial position of the Borrower as of July 1, 2001. After giving effect to the Transaction (but for this purpose assuming that the Transaction and the related financing had occurred prior to October 1, 2000), since October 1, 2000, there has been no change in the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower or any of its Subsidiaries that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, except as set forth in Schedule 4.07.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet sheets of (x) the Company Parent and its Subsidiaries for the fiscal year of ended December 31, 1996 and the Company three month period ended November on June 30, 2009 1997, and the related consolidated statements of income, cash flows and shareholders’ ' equity of the Company Parent and its Subsidiaries for such fiscal yearyear or three month period ended as of said date, and (y) as the Acquired Business and its Subsidiaries for the fiscal year of the Acquired Business ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal periodcase may be, copies of which in each case have been furnished to the Administrative Agent and each Lender Banks on or prior to the Restatement Effective Date, fairly present fairly in all material respects the consolidated financial condition of the Company Parent and its Subsidiaries or at the Acquired Business date of such statements and the results of operations of the Parent and its SubsidiariesSubsidiaries for such fiscal year and three month period, as the case may be, at . All of the dates of said foregoing financial statements are true and the results for the periods covered thereby, subject, correct in the case of the unaudited financial statements, to normal year-end adjustments. All such financial statements all material respects and have been prepared in accordance with generally accepted accounting principles GAAP consistently applied, applied except to the extent provided in the notes to said financial statements and subject, in the case of the June 30, 1997 statements, to normal year-end adjustments. Since December 31, 1996, there has been no material adverse change in the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower or of Parent and its Subsidiaries taken as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet sheets of (x) the Company Holdings and its Subsidiaries for the fiscal year of the Company years ended November 30on March 31, 2009 1999 and March 31, 2000 and the related consolidated statements of income, cash flows and shareholders’ ' equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business Holdings and its Subsidiaries for the fiscal year of the Acquired Business years ended December 31on such dates, 2009 which annual financial statements have been examined by Deloitte & Touche LLP, certified public accountants, who delivered an unqualified opinion with respect thereto and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal period, copies of which in have heretofore been delivered to each case have been furnished to the Administrative Agent and each Lender prior to the Restatement Effective DateLender, present fairly in all material respects the consolidated financial condition position of the Company Holdings and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, at the dates date of said financial statements such balance sheets and the results of the operations of Holdings and its Subsidiaries for the periods covered thereby, subject, in the case . All of the unaudited financial statements, to normal year-end adjustments. All such foregoing historical financial statements have been prepared in accordance with generally accepted accounting principles consistently applied. The pro forma consolidated financial statements of Holdings and its Subsidiaries as of March 31, except 2000, in each case after giving effect to the extent provided Holdings IPO, the Repurchase and the Synthetic Lease Financing, copies of which have been furnished to the Lenders prior to the Effective Date, present fairly in all material respects the pro forma consolidated financial position of Holdings and its Subsidiaries as of March 31, 2000. After giving effect to the Holdings IPO, the Repurchase and the Synthetic Lease Financing, since March 31, 2000, there has been no material adverse change in the notes to said business, operations, property, assets, liabilities, condition (financial statementsor otherwise) or prospects of the Borrower or of Holdings and its Subsidiaries taken as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet unaudited cash flow statements for each Initial Hotel Property for each of (x) the Company and its Subsidiaries for the fiscal year of the Company twelve week period ended November 30on March 28, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for such fiscal year, 1997 and (y) the Acquired Business and its Subsidiaries for the fiscal year of the Acquired Business latest fifty-three week period ended December 31on January 3, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year, 1997 and (ii) the unaudited consolidated pro forma combined balance sheet of the Borrower and its Subsidiaries at March 28, 1997 and the pro forma combined cash flow statements for the latest fifty-three week period ended January 3, 1997 (which statements have been prepared based on the assumption that (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal period, copies of which in each case have been furnished to the Administrative Agent and each Lender prior to the Restatement Effective Date, present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, at the dates of said financial statements and the results for the periods covered thereby, subject, in the case of the unaudited financial balance sheet, that the Initial Hotel Properties were acquired by the Borrower or its Subsidiaries on January 3, 1997 and (y) in the case of the cash flow statements, to normal year-end adjustmentsthat the Initial Hotel Properties were acquired by the Borrower or its Subsidiaries on December 30, 1995), each present fairly the historical financial results of the Initial Hotel Properties (and the combined results which would have applied on the basis of the assumptions provided above). All such financial statements have been prepared information contained in accordance with generally accepted accounting principles consistently applied, except each Information Package furnished to the extent provided Banks pursuant to Section 4.13 (with respect to the Initial Hotel Properties) or Section 7.11 (with respect to subsequently acquired Borrowing Base Properties) is, to the best knowledge of the Borrower, true and accurate in all material respects and not incomplete by omitting to state any fact necessary to make such information not misleading in any material respect. Since January 3, 1997 (but assuming that the Initial Hotel Properties had been acquired by the Borrower or its Subsidiaries on such date), there has been no material adverse change in the notes to said business, operations, property, assets, liabilities, condition (financial statementsor otherwise) or prospects of Holdings, Holdings and its Subsidiaries taken as a whole, the Borrower or the Borrower and its Subsidiaries taken as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet of (x) Holdings for the Company fiscal year ended on or nearest to December 27, 2002 and the draft audited balance sheets of Holdings, the Borrower and its Consolidated Subsidiaries for the fiscal year ended on or nearest to December 26, 2003 in the form required for Amendment No. 5 of the Company ended November 30, 2009 Registration Statement on Form S-1 for the initial public offering of Holdings (the "IPO Registration Statement Amendment") and the unaudited monthly balance sheets of Holdings as of January 23, 2004 and February 20, 2004, and, in each case, the related consolidated statements of income, cash flows and shareholders’ ' equity of Holdings, the Company Borrower and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Consolidated Subsidiaries for the fiscal year of or month, as the Acquired Business case may be, ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for on such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal perioddates, copies of which in each case have been furnished to the Administrative Agent and each Lender Purchasers prior to the Restatement Effective Closing Date, present fairly in all material respects the consolidated financial condition position of Holdings, the Company Borrower and its Consolidated Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, at the dates of said financial statements such balance sheets and the results of the operations of Holdings, the Borrower and its Consolidated Subsidiaries for the periods covered thereby, subject, in the case . All of the unaudited financial statements, to normal year-end adjustments. All such foregoing historical financial statements have been prepared in accordance with generally accepted accounting principles GAAP consistently applied. The pro forma consolidated balance sheet of Holdings, except the Borrower and its Consolidated Subsidiaries as of February 20, 2004, as if the Refinancing and as if the Transactions had been effected as of such date, copies of which have been furnished to the extent provided Purchasers prior to the Closing Date, present fairly in all material respects the notes to said pro forma consolidated financial statementsposition of Holdings, the Borrower and its Consolidated Subsidiaries as of February 20, 2004.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet sheets of (x) the Company Borrower and its Subsidiaries for the fiscal year of the Company ended November 30, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Subsidiaries for the fiscal year of the Acquired Business ended at December 31, 2009 1993 and the related consolidated statements of incomeat September 30, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 1994 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries retained earnings for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal year or nine-month period, copies of which in each case have been furnished to the Administrative Agent and each Lender prior to the Restatement Effective Date, present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, then ended, which (in the case of the year-end statements) have been examined by Deloitte & Touche, independent certified public accountants, who delivered an unqualified opinion in respect thereto and (in the case of the September 30, 1994 statements) have been reviewed by Deloitte & Touche, and (ii) the pro forma (after giving effect to the Refinancing Transaction and the incurrence of Loans on the Restatement Effective Date) consolidated balance sheets of the Borrower and its Subsidiaries as of the Restatement Effective Date, copies of each of which have heretofore been furnished to each Bank, present fairly the financial position of the respective entities at the dates of said financial statements and the results of operations for the periods period covered thereby, subjectthereby (or, in the case of the unaudited pro forma balance sheet, present a good faith estimate of the consolidated financial statements, to normal year-end adjustmentscondition of the Borrower and its Subsidiaries at the date thereof). All such financial statements (other than such pro forma balance sheets) have been prepared in accordance with generally accepted accounting principles and practices consistently applied, applied except to the extent provided in the notes to said financial statements. Since December 31, 1993, there has been no material adverse change in the performance, business, assets, nature of assets, liabilities, operations, properties or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet financial statements of (x) the Company Borrower and its Subsidiaries for the fiscal year years ended as of the Company ended November 30, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Subsidiaries for the fiscal year of the Acquired Business ended December March 31, 2009 1997 and the related consolidated statements of incomeMarch 31, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year1998 (and, and if delivered pursuant to Section 5.15(a)(ii), March 31, 1999), which have been audited by Ernst & Young, (ii) the unaudited consolidated balance sheet financial statements of (x) the Company Borrower and its Subsidiaries for the three fiscal quarters of eleven-month period ended February 28, 1999, and (iii) the Company ended August 31, 2010 pro forma (after giving effect to the Transaction and the related financing thereof) consolidated statements of income and cash flows balance sheet of the Company Borrower and its Subsidiaries for such fiscal quarters and (y) as at the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal periodInitial Borrowing Date, copies of all of which financial statements referred to in each case the preceding clauses (i), (ii) and (iii) have heretofore been furnished to the Administrative Agent and each Lender prior to the Restatement Effective DateAgent, present fairly in all material respects the consolidated financial condition position of the Company and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, respective entities at the dates of said financial statements and the results of operations for the periods covered thereby, subjectthereby (or, in the case of the unaudited pro forma balance sheet referred to in the preceding clause (iii), present a good faith estimate by the management of the Borrower as to the pro forma financial statements, condition of the Borrower and its Subsidiaries (after giving effect to normal year-end adjustmentsthe Transaction) on a consolidated basis at the date thereof). All such financial statements have been prepared in accordance with generally accepted accounting principles GAAP consistently applied, except to the extent provided in the notes to said financial statements and, with respect to interim financial statements, subject to normal year end-adjustments (which shall not be material) and the absence of footnotes. Since March 31, 1998 (or, if the audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended March 31, 1999 are delivered to the Agent pursuant Section 5.15(a)(ii), since March 31, 1999), there has been no material adverse change in the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet of (x) the Company and its Subsidiaries for the fiscal year of the Company ended November 30on December 31, 2009 1997, and the related consolidated statements of income, cash flows and shareholders’ ' equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Subsidiaries for the fiscal year of the Acquired Business ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for on such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal perioddate, copies of which in each case have been furnished to the Administrative Agent and each Lender Lenders on or prior to the Restatement Effective Date, present fairly in all material respects the consolidated financial condition position of the Company and its Subsidiaries or at the Acquired Business date of such balance sheet and the consolidated results of the operations of the Company and its Subsidiaries, as the case may be, at the dates of said financial statements and the results Subsidiaries for the periods covered thereby, subject, in the case . All of the unaudited financial statements, to normal year-end adjustments. All such foregoing financial statements have been prepared in accordance with generally accepted accounting principles consistently applied. The PRO FORMA consolidated balance sheet of the Company and its Subsidiaries as of December 31, except 1997 and after giving effect to the extent provided Restatement Effective Date, a copy of which has been furnished to the Lenders on or prior to the Restatement Effective Date, presents fairly in all material respects the PRO FORMA consolidated financial position of the Company and its Subsidiaries as of December 31, 1997. Since December 31, 1997, there has been no material adverse change in the notes to said business, operations, property, assets, liabilities, condition (financial statementsor otherwise) or prospects of the Company and its Subsidiaries taken as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet sheets of (x) the Company Borrower and its Subsidiaries for the fiscal year of the Company and three month period ended November 30on December 31, 2009 1996 and March 31, 1997, respectively, and the related consolidated statements of income, cash flows and shareholders’ ' equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business Borrower and its Subsidiaries for the fiscal year of or three month period, as the Acquired Business case may be, ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for on such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal perioddates, copies of which in each case have been furnished to the Administrative Agent and each Lender Banks on or prior to the Restatement Effective Date, present fairly in all material respects the consolidated financial condition position of the Company Borrower and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, at the dates of said financial statements such balance sheets and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods covered thereby, subject, in the case . All of the unaudited financial statements, to normal year-end adjustments. All such foregoing financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, except . The PRO FORMA consolidated balance sheet of the Borrower and its Subsidiaries as of the Effective Date and after giving effect to the extent provided Refinancing, a copy of which has been furnished to the Banks on or prior to the Effective Date, presents fairly in all material respects the PRO FORMA consolidated financial position of the Borrower and its Subsidiaries as of the Effective Date. Since December 31, 1996, there has been no material adverse change in the notes to said business, operations, property, assets, liabil ities, condition (financial statementsor otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet of (x) the Company and its Subsidiaries Holdings for the fiscal year of the Company period ended November 30December 31, 2009 1999, and the related consolidated statement of operations, consolidated statement of stockholders' equity and consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Subsidiaries for the fiscal year of the Acquired Business periods ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for on such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal perioddates, copies of which in each case have heretofore been furnished to the Administrative Agent and each Lender Bank prior to the Restatement Effective DateDate and attached hereto as Schedule III, present fairly in all material respects the financial condition of Holdings and its Subsidiaries on a consolidated basis at the date thereof. The statements of assets and the statements of revenues regarding the Spokane district for the fiscal period ended December 31, 1999, copies of which have heretofore been furnished to each Bank prior to the Effective Date and attached hereto as Schedule III, present fairly in all material respects the financial condition of the Company and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may beSpokane district, at the dates of said financial statements and the results for the periods covered thereby, subject, in the case of the unaudited financial statements, to normal year-end adjustmentsdate thereof. All such Such financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied, applied except to the extent provided in the notes to said financial statements. Since December 31, 1999 (and assuming that the Acquisition shall have been consummated at such time), there has been no material adverse change in the performance, business, assets, nature of assets, liabilities (contingent or otherwise), operations, properties, condition (financial or otherwise), solvency or prospects of Holdings and its Subsidiaries taken as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet of (x) the Company Borrower and its Subsidiaries for the fiscal year of the Company ended November 30on December 31, 2009 1997, and the related consolidated statements of income, cash flows and shareholders’ ' equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business Borrower and its Subsidiaries for the fiscal year of the Acquired Business ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for on such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal perioddate, copies of which in each case have been furnished to the Administrative Agent and each Lender Banks on or prior to the Restatement Effective Date, present fairly in all material respects the consolidated financial condition position of the Company Borrower and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, at the dates of said financial statements such balance sheet and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods covered thereby, subject, in the case . All of the unaudited financial statements, to normal year-end adjustments. All such foregoing financial statements have been prepared in accordance with generally accepted accounting principles consistently applied. The pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, except 1997 and after giving effect to the extent provided Restatement Effective Date, a copy of which has been furnished to the Banks on or prior to the Restatement Effective Date, presents fairly in all material respects the pro forma consolidated financial position of the Borrower and its Subsidiaries as of December 31, 1997. Since December 31, 1997, there has been no material adverse change in the notes to said business, operations, property, assets, liabilities, condition (financial statementsor otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet of (x) the Company and its Subsidiaries for the fiscal year sheets of the Company ended November 30Borrower as at December 31, 2009 1995 and December 31, 1996 and the related consolidated statements of incomeoperations, cash flows and shareholders’ stockholders' equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Subsidiaries for the fiscal year of the Acquired Business ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries Borrower for such the fiscal quarters and periods ended as of said dates, (yii) the Acquired Business and its Subsidiaries for the eight months consolidated balance sheets of the Acquired Business ended August Warehouse as at December 31, 2010 1996 and the related consolidated statements of income of Warehouse for the fiscal period ended as of said date and cash flows (iii) the pro forma (after giving effect to the Transaction and the related financing thereof) consolidated balance sheet of the Acquired Business and its Subsidiaries for such fiscal periodBorrower as at the Initial Borrowing Date, copies of all of which financial statements referred to in each case the preceding clauses (i), (ii) and (iii) have heretofore been furnished to the Administrative Agent and each Lender prior to the Restatement Effective DateBank, present fairly in all material respects the consolidated financial condition position of the Company and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, respective entities at the dates of said financial statements and the results of operations for the periods period covered thereby, subjectthereby (or, in the case of the unaudited pro forma balance sheet, present a good faith estimate of the pro forma financial statementscondition of the Borrower and its Subsidiaries (after giving effect to the Transaction) on a consolidated basis at the date thereof). The annual financial statements of the Borrower have been audited by KPMG Peat Marwick LLP, to normal year-end adjustmentsindependent certified public accountants, who delivered unqualified opinions with respect thereto. All such financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied, applied except to the extent provided in the notes to said financial statements and with respect to interim financial statements, subject to normal year-end adjustments. Since December 31, 1996, there has been no material adverse change in the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet sheets of (x) the Company and its Subsidiaries Borrower for the fiscal year of the Company and nine-month period ended November 30on December 29, 2009 1996 and September 28, 1997 and the related consolidated statements of income, cash flows and shareholders’ ' equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Subsidiaries Borrower for the fiscal year of or nine-month period, as the Acquired Business case may be, ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for on such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal perioddates, copies of which in each case have been furnished to the Administrative Agent and each Lender Agents prior to the Restatement Effective Date, present fairly in all material respects the consolidated financial condition position of the Company and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, Borrower at the dates of said financial statements such balance sheets and the consolidated results of the 28 operations of the Borrower for the periods covered thereby, subject, in the case . All of the unaudited financial statements, to normal year-end adjustments. All such foregoing historical financial statements have been prepared in accordance with generally accepted accounting principles consistently applied. The pro forma consolidated balance sheet of the Borrower as of September 28, except 1997 after giving effect to the extent provided Transaction and the financing therefor, a copy of which has been furnished to the Lenders prior to the Effective Date, presents fairly in all material respects the pro forma consolidated financial position of the Borrower as of September 28, 1997. After giving effect to the Transaction (but for this purpose assuming that the Transaction and the related financing had occurred prior to September 28, 1997), since September 28, 1997, there has been no material adverse change in the notes to said business, operations, property, assets, liabilities, condition (financial statementsor otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet of U.S. Online Communications, Inc. (xor its successors) the Company and its Subsidiaries Firstlink at December 31, 1997, December 1998, and for the fiscal year of the Company nine month period ended November September 30, 2009 1999 and the related consolidated statements of income, cash flows earnings and shareholders’ stockholders' equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Subsidiaries for the fiscal year of the Acquired Business ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries Person, as applicable for the eight months of the Acquired Business fiscal periods ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal period, copies of which in each case have been furnished to the Administrative Agent and each Lender prior to the Restatement Effective Date, present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, at the dates of said financial statements and the results for the periods covered therebydates, subjectwhich, in the case of the unaudited financial annual statements, have been examined by Xxxxxx Xxxxxxxx LLP an independent certified public accountant, who delivered unqualified opinions in respect thereto, (ii) the consolidated balance sheet of U.S. Online Communications, Inc. (or its successor) and Firstlink at March 31, 1999, June 30, 1999 and September 30, 1999 and the related statements of operations, changes in partners' equity and cash flows of U.S. Online Communications, Inc. (or its successor) and Firstlink for each of the three-month periods ended as of March 31, 1999, June 30, 1999 and September 30, 1999 and (iii) the pro forma (after giving effect to normal year-end adjustmentsthe Transaction and the related financing thereof) consolidated balance sheet of Holdings as at the Effective Date, copies of which financial statements have heretofore been furnished to each Bank, present a good faith estimate of the pro forma financial condition of Holdings and its Subsidiaries (after giving effect to the Transaction) on a consolidated basis at the date thereof). All such Such financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied, applied except to the extent provided in the notes to said financial statements. Since December 31, 1998, there has been no material adverse change in the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Holdings and its Subsidiaries taken as a whole.

Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet of (x) the Company Borrower and its Subsidiaries at December 31, 2000 and the related consolidated statements of operations, cash flows and shareholders' equity of the Borrower and its Subsidiaries for the fiscal year ended on such date and (ii) the consolidated balance sheet of the Company ended November 30Borrower and its Subsidiaries at March 31, 2009 2001 and the related consolidated statements of income, operations and cash flows and shareholders’ equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business Borrower and its Subsidiaries for the fiscal year three-month period ended on such date, copies of which have been furnished to the Lenders prior to the Effective Date, present fairly the financial position of the Acquired Business ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business Borrower and its Subsidiaries for at the date of such fiscal year, balance sheets and (ii) the unaudited consolidated balance sheet results of (x) the Company operations of the Borrower and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal period, copies of which in each case have been furnished to the Administrative Agent and each Lender prior to the Restatement Effective Date, present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, at the dates of said financial statements and the results for the periods covered thereby, subject, in the case of the unaudited financial statements, to normal year-end adjustments. All such financial statements have been prepared in accordance with generally accepted accounting principles consistently appliedapplied (provided that the aforementioned interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements and the requirements of Regulation S-X under the Securities Act). Since December 31, except 2000, there has been no material adverse change in the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole; it being understood and agreed that the occurrence of any event that occurred, and was disclosed by the Borrower or any of its Subsidiaries by means of public Exchange Act filings, at any time from December 31, 2000 to the extent provided in Effective Date shall not constitute an event which had a material adverse effect on the notes to said business, operations, property, assets, liabilities, condition (financial statementsor otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole during such period.