Common use of Financial Statements of Borrower Clause in Contracts

Financial Statements of Borrower. (a) The unaudited pro forma balance sheet of the Borrower and its Consolidated Subsidiaries as at March 31, 2006 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Spin-Off, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof, (iii) the Loans made under the Interim Term Loan Agreement and the use of proceeds thereof and (iv) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower and its Consolidated Subsidiaries as at March 31, 2006, assuming that the events specified in the preceding sentence had actually occurred at such date. It is understood that the Pro Forma Balance Sheet is not necessarily indicative of the financial condition that would have resulted had the transactions described above occurred on the indicated date.

Financial Statements of Borrower. (a) The unaudited pro forma balance sheet of the Borrower and its Consolidated Subsidiaries as at March December 31, 2006 2005 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Spin-Off, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof, (iii) the Loans made under the Interim Term Loan Agreement and the use of proceeds thereof and (iv) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower and its Consolidated Subsidiaries as at March December 31, 20062005, assuming that the events specified in the preceding sentence had actually occurred at such date. It is understood that the Pro Forma Balance Sheet is not necessarily indicative of the financial condition that would have resulted had the transactions described above occurred on the indicated date.

Financial Statements of Borrower. (a) The unaudited pro forma balance sheet of the Borrower and its Consolidated Subsidiaries as at March December 31, 2006 2005 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Spin-Off, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof, (iii) the Loans made under the Interim Term Loan Five-Year Credit Agreement and the use of proceeds thereof and (iv) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower and its Consolidated Subsidiaries as at March December 31, 20062005, assuming that the events specified in the preceding sentence had actually occurred at such date. It is understood that the Pro Forma Balance Sheet is not necessarily indicative of the financial condition that would have resulted had the transactions described above occurred on the indicated date.

Financial Statements of Borrower. (a) The unaudited pro forma balance sheet of the Borrower and its Consolidated Subsidiaries as at March 31, 2006 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Spin-Off, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof, (iii) the Loans made under the Interim Term Loan Five-Year Credit Agreement and the use of proceeds thereof and (iv) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower and its Consolidated Subsidiaries as at March 31, 2006, assuming that the events specified in the preceding sentence had actually occurred at such date. It is understood that the Pro Forma Balance Sheet is not necessarily indicative of the financial condition that would have resulted had the transactions described above occurred on the indicated date.