Common use of Financial Statements; Solvency Clause in Contracts

Financial Statements; Solvency. (a) (i) (x) There has been furnished to the Lenders the Audited Financial Statements of WCN dated the Balance Sheet Date. Said financial statements have been prepared in accordance with GAAP and fairly present in all material respects the financial condition of WCN and its Subsidiaries on a consolidated basis, as at the close of business on the respective dates thereof and the results of operations for the respective periods then ended. There are no contingent liabilities of WCN and its Subsidiaries as of the date thereof involving material amounts, known to the officers of the Borrower or WCN, which have not been disclosed in said financial statements and the related notes thereto or otherwise in writing to the Lenders. (y) There has been furnished to the Lenders the Audited Financial Statements of the Parent dated the Balance Sheet Date. To the knowledge of the Borrower, the Audited Financial Statements pertaining to the Parent and its Subsidiaries delivered on or prior to the Closing Date have been prepared in accordance with GAAP and fairly present in all material respects the financial condition of the Parent and its Subsidiaries on a consolidated basis, as at the close of business on the respective dates thereof and the results of operations for the respective periods then ended. There are no contingent liabilities of the Borrower and its Subsidiaries as of the date thereof involving material amounts, known to the officers of the Borrower or WCN, which have not been disclosed in said financial statements and the related notes thereto or otherwise in writing to the Lenders.

Financial Statements; Solvency. (a) (i) (x) There has have been furnished to the Lenders Banks (i) consolidated balance sheets of the Audited Financial Statements of WCN Borrower and its Subsidiaries dated the Balance Sheet DateDate and consolidated statements of operations for the fiscal periods then ended, (ii) cash flow statements, consolidated balance sheets and consolidated statements of income of City Management and its Subsidiaries dated June 30, 1997 for the fiscal year then ended and (iii) with respect to City Management and its Subsidiaries, a "Report on Audits of Financial Statements for the Consolidated Years Ended June 30, 1996" and a "Report on Audits of Financial Statements for the Consolidated Years Ended June 30, 1996" (the materials described in clauses (ii) and (iii) referred to herein as "City Management Financials"), in each case, with the exception of the materials described in clause (ii), certified by the Accountants. Said financial All said balance sheets, statements of operations and City Management Financials have been prepared in accordance with GAAP and (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), fairly present in all material respects the financial condition of WCN the Borrower and its Subsidiaries or City Management and its Subsidiaries, as applicable, on a consolidated basis, basis as at the close of business on the respective dates thereof and the results of operations for the respective periods then ended. There are no contingent liabilities , subject, in the case of WCN unaudited interim financial statements, to changes resulting from audit and its Subsidiaries as of the date thereof involving material amounts, known normal year-end adjustments and to the officers absence of the Borrower or WCN, which have not been disclosed in said financial statements and the related notes thereto or otherwise in writing to the Lenders. (y) There has been furnished to the Lenders the Audited Financial Statements of the Parent dated the Balance Sheet Date. To the knowledge of the Borrower, the Audited Financial Statements pertaining to the Parent and its Subsidiaries delivered on or prior to the Closing Date have been prepared in accordance with GAAP and fairly present in all material respects the financial condition of the Parent and its Subsidiaries on a consolidated basis, as at the close of business on the respective dates thereof and the results of operations for the respective periods then endedcomplete footnotes. There are no contingent liabilities of the Borrower and its Subsidiaries as of the date thereof or City Management and its Subsidiaries involving material amounts, known to the officers of the Borrower or WCN, which have not been disclosed in said financial statements balance sheets and the related notes thereto or otherwise in writing to the LendersBanks.

Financial Statements; Solvency. (a) (i) (x) There has been furnished to each of the Lenders a consolidated balance sheet of the Audited Financial Statements of WCN Parent dated the Balance Sheet Date, and a consolidated statement of operations for the fiscal year then ended, certified by KPMG Peat Marwick, L.L.P. or by other independent certified public accountants satisfactory to the Managing Agent (the "Accountants"). Said There has also been furnished to each of the Lenders a consolidated and consolidating unaudited balance sheet of the Parent dated September 30, 1996, and the financial statements of the entities being acquired in the Wheelabrator Acquisition as set forth in the Registration Statement. Such balance sheets and statements of operations have been prepared in accordance with GAAP and fairly present in all material respects the financial condition of WCN the Parent and its Subsidiaries on a consolidated basis, as at the close of business on the respective dates date thereof and the results of operations for the respective periods period then ended. There are no contingent liabilities of WCN and its the Parent or any such Subsidiaries as of the date thereof such dates involving material amounts, known to the officers of the Borrower Parent or WCN, which have such Subsidiaries not been disclosed in said financial statements and the related notes thereto thereto. Since the Balance Sheet Date, the Parent and such Subsidiaries have not incurred any liabilities other than in the ordinary course of business or otherwise in writing to the Lendersas permitted by (S)10.1 hereof. (y) There has been furnished to each of the Lenders the Audited Financial Statements a combined pro forma balance sheet of the Parent dated and all of its Subsidiaries, including those entities acquired in connection with the Balance Sheet DateWheelabrator Acquisition. To the best knowledge of the BorrowerBorrowers after due inquiry, such pro forma balance sheet is based on reasonable assumptions and accurately reflects the Audited Financial Statements pertaining to the Parent and its Subsidiaries delivered on or prior to the Closing Date have been prepared in accordance with GAAP and fairly present in all material respects the projected financial condition of the Parent and its Subsidiaries on a consolidated basisfollowing the Wheelabrator Acquisition, based upon the financial statements attached as at the close of business on the respective dates thereof and the results of operations for the respective periods then ended. There are no contingent liabilities of the Borrower and its Subsidiaries as of the date thereof involving material amounts, known Schedule 3.16 to the officers of the Borrower or WCN, which have not been disclosed in said financial statements Wheelabrator Purchase and the related notes thereto or otherwise in writing to the LendersSale Agreement.

Financial Statements; Solvency. (a) (i) (x) There has have been furnished to the Lenders Banks consolidated balance sheets of the Audited Financial Statements of WCN Company and its Subsidiaries and Sanifill and its Subsidiaries dated the Balance Sheet Date and consolidated statements of operations for the fiscal periods then ended, certified by the Accountants. In addition, there have been furnished to the Banks consolidated balance sheets of the Company and its Subsidiaries dated the Interim Balance Sheet Date and the related consolidated statements of operation for the period of three (3) consecutive fiscal quarters ending on the Interim Balance Sheet Date. Said financial All said balance sheets and statements of operations have been prepared in accordance with GAAP and (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), fairly present in all material respects the financial condition of WCN the Company and its Subsidiaries or Sanifill and its Subsidiaries, on a consolidated basis, as at the close of business on the respective dates thereof and the results of operations for the respective periods then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of WCN the Company and its Subsidiaries as of the date thereof or Sanifill and its Subsidiaries involving material amounts, known to the officers of the Borrower or WCN, Company and Sanifill which have not been disclosed in said financial statements balance sheets and the related notes thereto or otherwise in writing to the Lenders. (y) There has been furnished to the Lenders the Audited Financial Statements of the Parent dated the Balance Sheet Date. To the knowledge of the Borrower, the Audited Financial Statements pertaining to the Parent and its Subsidiaries delivered on or prior to the Closing Date have been prepared in accordance with GAAP and fairly present in all material respects the financial condition of the Parent and its Subsidiaries on a consolidated basis, as at the close of business on the respective dates thereof and the results of operations for the respective periods then ended. There are no contingent liabilities of the Borrower and its Subsidiaries as of the date thereof involving material amounts, known to the officers of the Borrower or WCN, which have not been disclosed in said financial statements and the related notes thereto or otherwise in writing to the LendersBanks.

Financial Statements; Solvency. (a) (i) (x) There has have been furnished to the Lenders Banks consolidated balance sheets of the Audited Financial Statements of WCN Borrower and its Subsidiaries and Old WMI and its Subsidiaries dated the Balance Sheet Date and consolidated statements of operations for the fiscal periods then ended, certified by the Accountants. In addition, there have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries, and Old WMI and its Subsidiaries, dated the Interim Balance Sheet Date and the related consolidated statements of operation for the fiscal quarter ending on the Interim Balance Sheet Date. Said financial All said balance sheets and statements of operations have been prepared in accordance with GAAP and (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), fairly present in all material respects the financial condition of WCN the Borrower and its Subsidiaries on a consolidated basis, or Old WMI and its Subsidiaries on a consolidated basis, as at the close of business on the respective dates thereof and the results of operations for the respective periods then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of WCN the Borrower and its Subsidiaries as of the date thereof or Old WMI and its Subsidiaries involving material amounts, known to the officers of the Borrower or WCN, Old WMI which have not been disclosed in said financial statements balance sheets and the related notes thereto or otherwise in writing to the Lenders. (y) There has been furnished to the Lenders the Audited Financial Statements of the Parent dated the Balance Sheet Date. To the knowledge of the Borrower, the Audited Financial Statements pertaining to the Parent and its Subsidiaries delivered on or prior to the Closing Date have been prepared in accordance with GAAP and fairly present in all material respects the financial condition of the Parent and its Subsidiaries on a consolidated basis, as at the close of business on the respective dates thereof and the results of operations for the respective periods then ended. There are no contingent liabilities of the Borrower and its Subsidiaries as of the date thereof involving material amounts, known to the officers of the Borrower or WCN, which have not been disclosed in said financial statements and the related notes thereto or otherwise in writing to the LendersBanks.

Financial Statements; Solvency. (a) (i) (x) There has have been furnished to the Lenders Banks consolidated balance sheets of the Audited Financial Statements of WCN Borrower and its Subsidiaries and United and its Subsidiaries dated the Balance Sheet Date and consolidated statements of operations for the fiscal periods then ended, certified by the Accountants. In addition, there have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries, and United and its Subsidiaries dated the Interim Balance Sheet Date and the related consolidated statements of operation for the fiscal quarter ending on the Interim Balance Sheet Date. Said financial All said balance sheets and statements of operations have been prepared in accordance with GAAP and (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), fairly present in all material respects the financial condition of WCN the Borrower and its Subsidiaries on a consolidated basis, or United and its Subsidiaries on a consolidated basis, as at the close of business on the respective dates thereof and the results of operations for the respective periods then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of WCN the Borrower and its Subsidiaries as of the date thereof or United and its Subsidiaries involving material amounts, known to the officers of the Borrower or WCN, United which have not been disclosed in said financial statements balance sheets and the related notes thereto or otherwise in writing to the Lenders. (y) There has been furnished to the Lenders the Audited Financial Statements of the Parent dated the Balance Sheet Date. To the knowledge of the Borrower, the Audited Financial Statements pertaining to the Parent and its Subsidiaries delivered on or prior to the Closing Date have been prepared in accordance with GAAP and fairly present in all material respects the financial condition of the Parent and its Subsidiaries on a consolidated basis, as at the close of business on the respective dates thereof and the results of operations for the respective periods then ended. There are no contingent liabilities of the Borrower and its Subsidiaries as of the date thereof involving material amounts, known to the officers of the Borrower or WCN, which have not been disclosed in said financial statements and the related notes thereto or otherwise in writing to the LendersBanks.