Common use of Financial Condition Clause in Contracts

Financial Condition. (A) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then ended, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiaries.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: The Audited Financial Statements (i) the have been audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedby KPMG LLP, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (iii) present fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) in all material respects the respective dates thereof and the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after December 31, 2017 and prior to the Restatement Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (ii) present fairly (on a the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated andfinancial condition, where applicable, consolidating basis) results of operations and cash flows of the entities described therein Consolidated Parties as of such date and for each such periods. Except for the Merger, during the period from December 31, 2017 to and including the Restatement Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the periods then endedbusiness or property of the Consolidated Parties, subjecttaken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that which is not reflected in the foregoing financial statements or in the notes thereto and which has not otherwise been disclosed in any such case is material in relation writing to the businessLenders on or prior to the Restatement Date. As of the Restatement Date, operations, properties, assets, condition the Borrowers and their Subsidiaries have no material liabilities (financial contingent or otherwise) that are not reflected in the foregoing financial statements or prospects of Lessee or any of its Subsidiariesin the notes thereto.

Financial Condition. (A) Lessee has heretofore delivered to LessorThe audited combined balance sheets, Agent statements of income and Lenders, statements of cash flows of Speedway Motorsports for the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at year ended December 31, 1996, and 2018 have heretofore been furnished to each Lender. Such financial statements (including the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endednotes thereto) (a) have been audited by PricewaterhouseCoopers LLP, (iib) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (c) present fairly (on the basis disclosed in the footnotes to such financial statements) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30combined financial condition, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated andSubsidiaries as at the end of, where applicableand the related unaudited interim statements of income and of cash flows for, consolidating basis) of the entities described therein for fiscal quarter ended June 30, 2019 have heretofore been furnished to each of the periods then ended, subject, in the case of any such unaudited Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to changes resulting such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from audit June 30, 2019 to and normal year-end adjustments. Neither Lessee nor including the Effective Date, there has been no sale, transfer or other Asset Disposition by it or any of its Subsidiaries has of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and will not following the Initial Borrowing Date) have any Contingent Obligationits consolidated Subsidiaries, contingent liability or liability for taxestaken as a whole, long-term lease or unusual forward or long-term commitment that in each case which is not reflected in the foregoing financial statements or in the notes thereto and which or has not otherwise been disclosed in any such case is material in relation writing to the business, operations, properties, assets, condition (financial Lenders on or otherwise) or prospects of Lessee or any of its Subsidiariesprior to the Effective Date.

Financial Condition. The audited consolidated balance sheet of the Borrower and its Subsidiaries dated as of December 31, 1994 and the audited statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for and as of the end of the period ending on that date, including any related notes (Athe "Audited Financial Statements"), and the unaudited consolidated financial statements of the Borrower and its Subsidiaries (the "Unaudited Financial Statements") Lessee has heretofore delivered to Lessordated as of July 1, Agent and Lenders1995 (the "Balance Sheet Date"), all of which (collectively, the following "Financial Statements") were heretofore furnished to the Lender, are true, correct and complete in all material respects and fairly present in all material respects the financial statements and information: (i) condition of the audited consolidated and consolidating balance sheets of Lessee Borrower and its Subsidiaries as at December 31, 1996, of the date of each such statement and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then ended, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP and fairly present the financial position generally accepted accounting principles (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statementsthe Unaudited Financial Statements, to changes resulting from audit the addition of notes and to normal year-end adjustmentsadjustments that individually and in the aggregate are not expected to be material) consistently applied throughout the periods involved. Neither Lessee Other than as reflected in such Financial Statements and except for liabilities incurred in the ordinary course of business since the date thereof, the Borrower has no Indebtedness that is or would be material to the financial condition of the Borrower, nor any material unrealized or unanticipated losses from any commitments. Since the Balance Sheet Date there has been no material adverse change in the consolidated financial condition (as set forth in the Unaudited Financial Statements) or results of operations of the Borrower and its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiariestaken as a whole.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: The Audited Financial Statements (i) the have been audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedby KPMG LLP, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (iii) present fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) in all material respects the respective dates thereof and the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after December 31, 2020 and prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (ii) present fairly (on a the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated andfinancial condition, where applicable, consolidating basis) results of operations and cash flows of the entities described therein Consolidated Parties as of such date and for each such periods. During the period from December 31, 2020 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the periods then endedbusiness or property of the Consolidated Parties, subjecttaken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that which is not reflected in the foregoing financial statements or in the notes thereto and which has not otherwise been disclosed in any such case is material in relation writing to the businessLenders on or prior to the Closing Date. As of the Closing Date, operations, properties, assets, condition the Borrowers and their Subsidiaries have no material liabilities (financial contingent or otherwise) that are not reflected in the foregoing financial statements or prospects of Lessee or any of its Subsidiariesin the notes thereto.

Financial Condition. (A) Lessee The Company has heretofore delivered to Lessoreach Purchaser of the Series A Notes, Agent the Series B Notes and Lenders, any Accepted Notes the following financial statements and informationidentified by a principal financial officer of the Company: (ia) the audited consolidated and consolidating balance sheets of Lessee the Company and its Subsidiaries as at December 31, 1996, 31st in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and the related consolidated and consolidating statements of income, stockholders' equity and cash flows and shareholders’ equity of Lessee the Company and its Subsidiaries for each such year, all reported on by PricewaterhouseCoopers LLP or such other independent public accountants acceptable to the fiscal year then ended, Required Holders and (iib) the unaudited consolidated and consolidating balance sheets of Lessee the Company and its Subsidiaries as at June 30, 1997 the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the related unaudited comparable quarterly period in the preceding fiscal year and consolidated and consolidating statements of income, stockholders' equity and cash flows and shareholders’ equity for the periods from the beginning of Lessee the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) as of the entities described in such financial statements as at the respective dates thereof and the consolidated results of their operations and cash flows (on a consolidated and, where applicable, consolidating basis) of for the entities described therein for each of respective periods indicated and have been prepared in accordance with GAAP consistently applied throughout the periods then ended, involved except as set forth in the notes thereto (subject, in the case of any such unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any adjustments and the absence of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiariesfootnotes).

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets of Lessee the Parent Borrower and its consolidated Subsidiaries as at of December 31, 19962013, December 31, 2014 and December 31, 2015 and the related consolidated and consolidating statements of income, stockholders' shareholders’ equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedyears ended on such dates, (ii) reported on by and accompanied by unqualified reports from PricewaterhouseCoopers LLP, present fairly, in all material respects, the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries financial condition as at June 30such date, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and consolidated cash flows (on a consolidated and, where applicable, consolidating basis) of for the entities described therein for each of the periods respective fiscal years then ended, subjectof the Parent Borrower and its consolidated Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied throughout the case periods covered thereby (except as approved by a Responsible Officer of the Parent Borrower, and disclosed in any such schedules and notes, and subject to the omission of footnotes from such unaudited financial statements). During the period from December 31, 2015, to changes resulting from audit and normal yearincluding the Closing Date, except in connection with the consummation of the Spin-end adjustments. Neither Lessee nor Off Transactions or as permitted by the Predecessor Term Loan Credit Agreement, there has been no sale, transfer or other disposition by the Parent Borrower and its consolidated Subsidiaries of any material part of the business or property of the Parent Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Parent Borrower and its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligationconsolidated Subsidiaries, contingent liability or liability for taxestaken as a whole, long-term lease or unusual forward or long-term commitment that in each case, which is not reflected in the foregoing financial statements or in the notes thereto and which has not otherwise been disclosed in any such case is material in relation writing to the business, operations, properties, assets, condition (financial Lenders on or otherwise) or prospects of Lessee or any of its Subsidiariesprior to the Closing Date.

Financial Condition. (Aa) Lessee The Company has heretofore delivered furnished to Lessor, Agent and Lenders, each of the following financial statements and information: (i) the audited Banks consolidated and consolidating balance sheets of Lessee the Company and its Subsidiaries as at December 31, 1996, 1997 and the related consolidated and consolidating statements of income, stockholdersshareholders' equity and cash flows of Lessee the Company and its Subsidiaries for the fiscal year then endedended on said date, with the opinion thereon (iiin the case of said consolidated balance sheet and statements) of Deloitte & Touche LLP, and the unaudited consolidated and consolidating balance sheets of Lessee the Company and its Subsidiaries as at June 30March 31, 1997 1998 and the related unaudited consolidated and consolidating statements of income, stockholdersshareholders' equity and cash flows of Lessee the Company and its Subsidiaries for the three months then endedthree-month period ended on such date. All such financial statements were prepared present fairly, in conformity with GAAP and fairly present all material respects, the consolidated financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described Company and its Subsidiaries, and (in such the case of said consolidating financial statements statements) the respective unconsolidated financial condition of the Company and of each of its Subsidiaries, as at said dates and the consolidated results of their operations, and (in the case of said consolidating statements) the respective dates thereof and the unconsolidated results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for Company and of each of its Subsidiaries, for the periods then ended, fiscal year and three-month period ended on said dates (subject, in the case of any such unaudited financial statementsstatements as at March 31, 1998, to changes resulting from audit and normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis. Neither Lessee None of the Company nor any of its Subsidiaries has (and will not following on the Initial Borrowing Date) have Effective Date any Contingent Obligationmaterial contingent liabilities, contingent liability or liability liabilities for taxes, long-term lease or unusual forward or long-term commitment that is not commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said financial statements (or in the foregoing notes thereto) as at said dates. Since December 31, 1997, there has been no material adverse change in the consolidated financial statements or the notes thereto and which in any such case is material in relation to the businesscondition, operations, properties, assets, condition (financial or otherwise) business or prospects of Lessee or any of the Company and its SubsidiariesSubsidiaries taken as a whole from that set forth in said financial statements as at said date.

Financial Condition. (A) Lessee Company has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: pursuant to subsection 3.1G, (i) the audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity balance sheets and statements of cash flows of Lessee with respect to Company and its Subsidiaries for the fiscal year then endedFiscal Year ended December 31, 2002 and (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity balance sheets and statements of cash flows of Lessee with respect to Company and its Subsidiaries for the three months then endedFiscal Quarters ended March 31, 2003, June 30, 2003 and September 30, 2003. All such statements were prepared in conformity with GAAP and fairly present present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any No Borrower has, as of its Subsidiaries has (and will not following the Initial Borrowing Closing Date) have , any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and, as of any date subsequent to the Closing Date, is not reflected in the most recent financial statements delivered to Lenders pursuant to subsection 5.1 or the notes thereto (other than (a) those liabilities reflected on the Schedules to this Agreement and which (b) Performance Guaranties and Contingent Obligations that are permitted to be incurred under subsection 6.4) and that, in any such case case, is material in relation to the business, operations, properties, assets, assets or financial condition (financial or otherwise) or prospects of Lessee Company or any of its SubsidiariesSubsidiaries taken as a whole.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: The (i) audited income statement of Xxxxx for the audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries fiscal years ending as at December 31January 29, 19962011, January 28, 2012 and February 2, 2013, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, and (ii) unaudited consolidated balance sheet of Xxxxx as of April 27, 2013 and August 3, 2013, and related consolidated statements of income and of cash flows for the fiscal quarters ended on such dates present fairly in all material respects the financial condition of Xxxxx as at such dates, and the related consolidated results of its operations and consolidating statements of income, stockholders' equity and its cash flows of Lessee and its Subsidiaries (as applicable) for the fiscal year then ended, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months respective periods then ended. All such statements were financial statements, including the related schedules and notes thereto and normal year end adjustments, have been prepared in conformity accordance with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of applied consistently throughout the periods then ended, subjectinvolved (except as approved by the aforementioned firm of accountants and disclosed therein and, in the case of any such unaudited financial statements, subject to changes resulting from audit and normal year-end adjustmentsadjustments and the absence of footnotes). Neither Lessee nor any Except as set forth on Schedule 5.01, as of the Closing Date, none of Parent or its Subsidiaries (i) has (and will not following the Initial Borrowing Date) have any Contingent Obligationmaterial Guarantee Obligations, contingent liability liabilities or liability material liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitment that commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements referred to in this paragraph but which would in accordance with GAAP be so reflected in a consolidated balance sheet of the Parent its Subsidiaries as of the Closing Date and (ii) is party to any arrangement to pay principal or interest with respect to any Indebtedness of any Person which is not reflected in the foregoing most recent financial statements or referred to in this paragraph, (x) which was incurred by the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee Parent or any of its SubsidiariesSubsidiaries or guaranteed by the Parent or any of its Subsidiaries at any time or the proceeds of which are or were transferred to or used by the Parent or any of its Subsidiaries and (y) the payments in respect of which are intended to be made with the proceeds of payments to such Person by the Parent or any of its consolidated Subsidiaries or with any Indebtedness or Equity Interests issued by the Parent or any such Subsidiary.

Financial Condition. (A) Lessee has heretofore delivered to LessorSince February 8, Agent and Lenders2000, the following financial statements Borrower has timely filed with the SEC all required reports and information: forms and other documents (i) the audited consolidated and consolidating balance sheets "Company SEC Documents"). As of Lessee and its Subsidiaries their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as at December 31, 1996the case may be, and the related consolidated rules and consolidating regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and none of the Company SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of incomethe Borrower included in the Company SEC Documents complied as to form, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedwhen filed, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 in all material respects with applicable accounting requirements and the related unaudited consolidated published rules and consolidating statements regulations of incomethe SEC with respect thereto, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements Borrower as at of the respective dates thereof and the results of its operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, ended (subject, in the case of any such the unaudited financial statements, statements to changes resulting from audit and normal year-end audit adjustments). Neither Lessee Except as set forth in the Company SEC Documents filed prior to the date of this Agreement and publicly available and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent balance sheet included in the Company SEC Documents, neither the Borrower nor any of its Subsidiaries has any material liabilities or obligations of any nature (and will not following the Initial Borrowing Date) have any Contingent Obligationwhether accrued, absolute, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) required by generally accepted accounting principles to be set forth on a balance sheet of the Borrower and its consolidated Subsidiaries or prospects of Lessee or any of its Subsidiariesin the notes thereto.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets of Lessee the Parent Borrower and its consolidated Subsidiaries as at of December 31, 19962008, December 31, 2009 and December 31, 2010 and the related consolidated and consolidating statements of income, stockholders' shareholders’ equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedyears ended on such dates, (ii) reported on by and accompanied by unqualified reports from PricewaterhouseCoopers LLP, present fairly, in all material respects, the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries financial condition as at June 30such date, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and consolidated cash flows (on a consolidated and, where applicable, consolidating basis) of for the entities described therein for each of the periods respective fiscal years then ended, subjectof the Parent Borrower and its consolidated Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied throughout the case periods covered thereby (except as approved by a Responsible Officer of the Parent Borrower, and disclosed in any such schedules and notes, and subject to the omission of footnotes from such unaudited financial statements). During the period from December 31, 2010, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor including the Closing Date, except in connection with the consummation of the Transactions or as permitted by the Predecessor Term Loan Credit Agreement, there has been no sale, transfer or other disposition by the Parent Borrower and its consolidated Subsidiaries of any material part of the business or property of the Parent Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Parent Borrower and its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligationconsolidated Subsidiaries, contingent liability or liability for taxestaken as a whole, long-term lease or unusual forward or long-term commitment that in each case, which is not reflected in the foregoing financial statements or in the notes thereto and which has not otherwise been disclosed in any such case is material in relation writing to the business, operations, properties, assets, condition (financial Lenders on or otherwise) or prospects of Lessee or any of its Subsidiariesprior to the Closing Date.

Financial Condition. (A) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: The (i) audited income statement of Xxxxx for the audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries fiscal years ending as at December 31January 29, 19962011, January 28, 2012 and February 2, 2013, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, and (ii) unaudited consolidated balance sheet of Xxxxx as of April 27, 2013 and August 3, 2013, and the related consolidated and consolidating statements of income, stockholders' equity income and of cash flows of Lessee and its Subsidiaries for the fiscal year then endedquarters ended on such dates present fairly in all material respects the financial condition of Xxxxx as at such dates, (ii) and the unaudited consolidated and consolidating balance sheets results of Lessee its operations and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries (as applicable) for the three months respective periods then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and notes thereto and normal year-end adjustments, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and, in the case of such unaudited financial statements, subject to normal year-end adjustments and the absence of footnotes). Neither Lessee nor any Except as set forth on Schedule 4.1, as of the Closing Date, Holdings and its Subsidiaries has (and will i) do not following the Initial Borrowing Date) have any Contingent Obligationmaterial Guarantee Obligations, contingent liability liabilities or liability material liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitment that commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements referred to in this paragraph but which would in accordance with GAAP be so reflected in a consolidated balance sheet of Holdings as of the Closing Date and (ii) are not party to any arrangement to pay principal or interest with respect to any Indebtedness of any Person which is not reflected in the foregoing most recent financial statements or the notes thereto and referred to in this paragraph, (x) which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee was incurred by Holdings or any of its SubsidiariesSubsidiaries or guaranteed by Holdings or any of its Subsidiaries at any time or the proceeds of which are or were transferred to or used by Holdings or any of its Subsidiaries and (y) the payments in respect of which are intended to be made with the proceeds of payments to such Person by Holdings or any of its consolidated Subsidiaries or with any Indebtedness or Capital Stock issued Holdings or any such Subsidiary.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets of Lessee the Borrower and its Subsidiaries as at December of October 30, 2011, October 31, 19962010 and November 1, 2009 and the related consolidated and consolidating statements of incomeoperations, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedFiscal Years ended October 30, 2011, October 31, 2010 and November 1, 2009, reported on by and accompanied by unqualified reports from Ernst & Young LLP, and (ii) the unaudited consolidated and consolidating balance sheets of Lessee the Borrower and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of incomeoperations, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared fiscal quarters ended January 29, 2012 and April 29, 2012 present fairly, in conformity with GAAP and fairly present all material respects, the consolidated financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements condition as at the respective dates thereof such dates, and the results consolidated statements of operations and consolidated cash flows (on a consolidated and, where applicable, consolidating basis) of for the entities described therein for each of the respective periods then ended, subject, in of the case of any Borrower and its Subsidiaries. All such unaudited financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer, and disclosed in any such schedules and notes). Except as disclosed on Schedule 5.1, during the period from October 30, 2011 to changes resulting from audit and normal year-end adjustments. Neither Lessee nor including the Closing Date, except as provided in or permitted under the Acquisition Agreement or in connection with the Transactions, there has been no sale, transfer or other disposition by the Borrower and its Subsidiaries of any material part of its business or property and no purchase or other acquisition by the Borrower and its Subsidiaries has of any business or property (including any Capital Stock of any other Person) which in either case is material in relation to the consolidated financial condition of the Borrower and will not following the Initial Borrowing Date) have any Contingent Obligationits Subsidiaries, contingent liability or liability for taxestaken as a whole, long-term lease or unusual forward or long-term commitment that which is not reflected in the foregoing financial statements or in the notes thereto and which or has not otherwise been disclosed in any such case is material in relation writing to the business, operations, properties, assets, condition (financial Lenders on or otherwise) or prospects of Lessee or any of its Subsidiariesprior to the Closing Date.

Financial Condition. (A) Lessee has heretofore delivered to Lessor, Agent The Audited Financial Statements of the Company and Lenders, the following Unaudited Financial Statements of the Company and the notes thereto present fairly the consolidated financial statements and information: (i) condition of the audited consolidated and consolidating balance sheets of Lessee Company and its Subsidiaries as at December 31, 1996of such dates, and the related consolidated and consolidating statements results of income, stockholders' equity their operations and cash flows of Lessee and its Subsidiaries for the fiscal year then ended, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months periods then ended. All such statements were The Audited Financial Statements of the Company and the Unaudited Financial Statements of the Company have been prepared in conformity accordance with GAAP and fairly present applied consistently throughout the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described periods presented except as disclosed in such financial statements and the notes thereto. The Audited Financial Statements of the Acquired Business, together with the notes thereto, give a fair view of the consolidated financial position of the Acquired Business as at the respective dates thereof date to which they were prepared and for the financial years then ended and were prepared in accordance with IFRS applied consistently throughout the periods presented except as disclosed in such financial statements and the results notes thereto. To the knowledge of operations the Company, the Unaudited Financial Statements of the Acquired Business fairly represent the financial position of the Acquired Business as at the date to which they were prepared and cash flows (for the financial quarters to which they relate and were prepared on a consolidated and, where applicable, consolidating basis) basis consistent with IFRS (to the extent appropriate in the context of such accounts). Neither the entities described therein for each Company nor any of the periods then ended, subject, its Subsidiaries (in the case of any such unaudited financial statementsof the following relating to the Acquired Business for the period from January 1, 2013 through the Closing Date, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor the Company’s knowledge) has any of its Subsidiaries has (and will not following the Initial Borrowing Date) have material Contingent Obligation or any Contingent Obligationmaterial obligation, contingent liability or commitment, direct or contingent (including, without limitation, any liability for taxes, long-term lease taxes or unusual any material forward or long-term commitment that commitment), which is (a) not reflected in the foregoing financial statements or and the notes thereto and which in any such case is material in relation or (b) prohibited to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiariesbe incurred under this Agreement.

Financial Condition. (A) Lessee Company has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: pursuant to subsection 3.1G, (i) the audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity balance sheets and statements of cash flows of Lessee with respect to Company and its Subsidiaries for the fiscal year then endedFiscal Year ended December 31, 2002 and (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity balance sheets and statements of cash flows of Lessee with respect to Company and its Subsidiaries for the three months then endedFiscal Quarters ended March 31, 2003, June 30, 2003 and September 30, 2003. All such statements were prepared in conformity with GAAP and fairly present present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any No Borrower has, as of its Subsidiaries has (and will not following the Initial Borrowing Closing Date) have , any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and, as of any date subsequent to the Closing Date, is not reflected in the most recent financial statements delivered to Lenders pursuant to subsection 5.1 or the notes thereto (other than (a) those liabilities reflected on the Schedules to this Agreement and which (b) Performance Guaranties and Contingent Obligations that are permitted to be incurred under subsection 6.4) 62 and that, in any such case case, is material in relation to the business, operations, properties, assets, assets or financial condition (financial or otherwise) or prospects of Lessee Company or any of its SubsidiariesSubsidiaries taken as a whole.

Financial Condition. (A) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets sheet of Lessee the ------------------- Company and its Subsidiaries subsidiaries as at December 31, 19962003, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows flow of Lessee the Company and its Subsidiaries subsidiaries for the fiscal year then endedended on said date, (ii) with the opinion thereon of Ham, Langston & Brezina, L.L.X. xxxxxxxxxe fxxxxxxxd to the Purchaser, and the unaudited consolidated and consolidating balance sheets sheet of Lessee the Company and its Subsidiaries subsidiaries as at June 30, 1997 2004, and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows flow of Lessee the Company and its Subsidiaries subsidiaries for the three months then ended. All six-month period ending on such statements were prepared in conformity with GAAP date heretofore furnished to the Purchaser, are complete and correct and fairly present the consolidated financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described in such financial statements Company and its subsidiaries as at the respective said dates thereof and the results of its operations for the fiscal year and cash flows the six-month period ending on said dates, all in accordance with generally accepted accounting principles ("GAAP"), as applied on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, consistent basis (subject, in the case of any such unaudited the interim financial statements, to changes resulting from audit and normal year-end adjustments). Neither Lessee Other than the credit facility with Fortuna Energy, L.P. described in Schedule 2 attached hereto, neither the Company nor any of its Subsidiaries subsidiaries has (and will not following on the Initial Borrowing Date) have date hereof any Contingent Obligationdebt, trade payables, contingent liability or liability liabilities, liabilities for taxes, long-term lease or unusual forward or long-term commitment that is not commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the foregoing such financial statements or the notes thereto and which in any such case is material in relation except to the business, operations, properties, assets, extent that the existence of any of the foregoing would not have a material adverse effect on the condition (financial or otherwise) ), business or prospects of Lessee the Company or its properties or assets. Since December 31, 2003, there has been no change or event having or reasonably likely to have a material adverse effect on the condition (financial or otherwise), business or prospects of the Company or its properties or assets, except as disclosed to the Purchaser in writing. Since the date of such financial statements, neither the business nor the properties of the Company's subsidiaries, taken as a whole, have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of its Subsidiariesproperty or cancellation of contracts, permits or concessions by any governmental entity, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. (A) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) The (i) audited income statement of Parent for the audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries fiscal years ending as at December 31January 30, 19962016, January 28, 2017 and February 3, 2018, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, and (ii) unaudited consolidated balance sheet of Parent as of April 29, 2017 and May 5, 2018, and related consolidated statements of income and of cash flows for the fiscal quarters ended on such dates present fairly in all material respects the financial condition of Parent as at such dates, and the related consolidated results of its operations and consolidating statements of income, stockholders' equity and its cash flows of Lessee and its Subsidiaries (as applicable) for the fiscal year then ended, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months respective periods then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and notes thereto and normal year-end adjustments, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and, in the case of such unaudited financial statements, subject to normal year-end adjustments and the absence of footnotes). Neither Lessee nor any Except as set forth on Schedule 5.01(a), as of the Closing Date, none of Parent or its Subsidiaries (i) has (and will not following the Initial Borrowing Date) have any Contingent Obligationmaterial Guarantee Obligations, contingent liability liabilities or liability material liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitment that commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements referred to in this paragraph but which would in accordance with GAAP be so reflected in a consolidated balance sheet of the Parent its Subsidiaries as of the Closing Date and (ii) is party to any arrangement to pay principal or interest with respect to any Indebtedness of any Person which is not reflected in the foregoing most recent financial statements or referred to in this paragraph, (x) which was incurred by the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee Parent or any of its SubsidiariesSubsidiaries or guaranteed by the Parent or any of its Subsidiaries at any time or the proceeds of which are or were transferred to or used by the Parent or any of its Subsidiaries and (y) the payments in respect of which are intended to be made with the proceeds of payments to such Person by the Parent or any of its consolidated Subsidiaries or with any Indebtedness or Equity Interests issued by the Parent or any such Subsidiary.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets of Lessee Hertz and its consolidated Subsidiaries as at of December 31, 19962002, December 31, 2003 and December 31, 2004 and the related consolidated and consolidating statements of income, stockholders' shareholders’ equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedyears ended on such dates, (ii) reported on by and accompanied by unqualified reports from PricewaterhouseCoopers LLP, present fairly, in all material respects, the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries financial condition as at June 30such date, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and consolidated cash flows (on a consolidated and, where applicable, consolidating basis) of for the entities described therein for each of the periods respective fiscal years then ended, subjectof the Parent Borrower and its consolidated Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied throughout the case periods covered thereby (except as approved by a Responsible Officer, and disclosed in any such schedules and notes, and subject to the omission of any footnotes from such unaudited financial statements). During the period from December 31, 2004 to changes resulting from audit and normal year-end adjustments. Neither Lessee nor including the Closing Date, except as provided in the Acquisition Agreement and in connection with the consummation of the Transactions, there has been no sale, transfer or other disposition by the Parent Borrower and its consolidated Subsidiaries of any material part of the business or property of the Parent Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Parent Borrower and its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligationconsolidated Subsidiaries, contingent liability or liability for taxestaken as a whole, long-term lease or unusual forward or long-term commitment that in each case, which is not reflected in the foregoing financial statements or in the notes thereto and which has not otherwise been disclosed in any such case is material in relation writing to the business, operations, properties, assets, condition (financial Lenders on or otherwise) or prospects of Lessee or any of its Subsidiariesprior to the Closing Date.

Financial Condition. (Aa) Lessee has heretofore delivered to LessorThe audited consolidated balance sheets and income statements of the Consolidated Parties for the fiscal years ended December 31, Agent 1999, December 31, 2000, December 31, 2001 and LendersDecember 31, 2002 (including the following financial statements and information: notes thereto) (i) the have been audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedby Deloitte & Touche, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) the respective dates thereof and the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each fiscal month and quarterly period ended after December 31, 2002 and prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on a the basis disclosed in the footnotes to such financial statements) the consolidated andfinancial condition, where applicable, consolidating basis) results of operations and cash flows of the entities described therein Consolidated Parties as of such date and for each such periods. During the period from December 31, 2002 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the periods then endedbusiness or property of the Consolidated Parties, subjecttaken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that which is not reflected in the foregoing financial statements or in the notes thereto and which has not otherwise been disclosed in any such case is material in relation writing to the businessLenders on or prior to the Closing Date. As of the Closing Date, operations, properties, assets, condition the Borrower and its Subsidiaries have no material liabilities (financial contingent or otherwise) that are not reflected in the foregoing financial statements or prospects of Lessee or any of its Subsidiariesin the notes thereto.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating income statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries the Consolidated Parties for the fiscal year then endedended December 31, 2009 (including the notes thereto) (i) have been audited by (A) with respect to the Acquired Company, Ernst & Young and (B) with respect to the other Consolidated Parties, KPMG LLP, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly present the financial position in all material respects (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) the respective dates thereof and the consolidated financial condition, results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the Consolidated Parties referred in clauses (A) and (B) of this paragraph as of such date and for such periods, it being understood that each of the Acquired Company and the other Consolidated Parties were independent businesses and not aggregated for purposes of preparing consolidated financial statements for periods then endedprior to the First Amendment Effective Date. The unaudited interim balance sheets of each of the Consolidated Parties referred in clauses (A) and (B) of this paragraph as at the end of, subjectand the related unaudited interim statements of earnings and of cash flows for, each fiscal quarterly period ended after December 31, 2009 and prior to the First Amendment Effective Date (i) have been prepared in accordance with GAAP consistently applied for interim financial statements throughout the case periods covered thereby, and (ii) present fairly in all material respects the consolidated and consolidating financial condition, results of any operations and cash flows of the of each of the Consolidated Parties referred in clauses (A) and (B) of this paragraph as of such unaudited date and for such periods except that they do not contain the materials and disclosures to be found in notes to financial statements, to changes resulting from audit and normal statements prepared in accordance with GAAP nor do they reflect year-end adjustments. Neither Lessee nor Other than the Medfinders Acquisition, during the period from December 31, 2009 to and including the First Amendment Effective Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of its Subsidiaries has them of any business or property (and will not following including any Capital Stock of any other Person) material in relation to the Initial Borrowing Date) have any Contingent Obligationconsolidated financial condition of the Consolidated Parties, contingent liability or liability for taxestaken as a whole, long-term lease or unusual forward or long-term commitment that in each case, which is not reflected in the foregoing financial statements or in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiariesthereto.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: The (i) audited income statement of Parent for the audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries fiscal years ending as at December 31January 30, 19962016, January 28, 2017 and February 3, 2018, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, and (ii) unaudited consolidated balance sheet of Parent as of April 29, 2017 and May 5, 2018, and related consolidated statements of income and of cash flows for the fiscal quarters ended on such dates present fairly in all material respects the financial condition of Parent as at such dates, and the related consolidated results of its operations and consolidating statements of income, stockholders' equity and its cash flows of Lessee and its Subsidiaries (as applicable) for the fiscal year then ended, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months respective periods then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and notes thereto and normal year-end adjustments, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and, in the case of such unaudited financial statements, subject to normal year-end adjustments and the absence of footnotes). Neither Lessee nor any Except as set forth on Schedule 5.01(a), as of the Closing Date, none of Parent or its Subsidiaries (i) has (and will not following the Initial Borrowing Date) have any Contingent Obligationmaterial Guarantee Obligations, contingent liability liabilities or liability material liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitment that commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements referred to in this paragraph but which would in accordance with GAAP be so reflected in a consolidated balance sheet of the Parent its Subsidiaries as of the Closing Date and (ii) is party to any arrangement to pay principal or interest with respect to any Indebtedness of any Person which is not reflected in the foregoing most recent financial statements or referred to in this paragraph, (x) which was incurred by the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee Parent or any of its SubsidiariesSubsidiaries or guaranteed by the Parent or any of its Subsidiaries at any time or the proceeds of which are or were transferred to or used by the Parent or any of its Subsidiaries and (y) the payments in respect of which are intended to be made with the proceeds of payments to such Person by the Parent or any of its consolidated Subsidiaries or with any Indebtedness or Equity Interests issued by the Parent or any such Subsidiary.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated balance sheet and consolidating balance sheets statement of Lessee operations of the Consolidated Parties as of and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedended December 31, 1998 (including the notes thereto) copies of which have heretofore been furnished to each Lender, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and present fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) the respective dates thereof and the consolidated financial condition, results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein Consolidated Parties as of such date and for each such periods. The unaudited interim consolidated balance sheets of the periods then endedConsolidated Parties as at the end of, subjectand the related unaudited interim consolidated statements of operations of the Consolidated Parties for, each calendar month ended during the period after December 31, 1998 and prior to the date thirty (30) days prior to the Closing Date, copies of which have heretofore been furnished to each Lender, (i) have been prepared in a manner consistent with the audited financial statements referred to in the preceding sentence and (ii) present fairly the consolidated financial condition and results of operations of the Consolidated Parties as of such date and for such periods. During the period from December 31, 1998 to and including the Closing Date, except pursuant to the Transaction, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that which is not reflected in the foregoing financial statements or in the notes thereto and which has not otherwise been disclosed in any such case is material in relation writing to the businessLenders on or prior to the Closing Date. As of the Closing Date, operations, properties, assets, condition the Borrower and its Subsidiaries have no material liabilities (financial contingent or otherwise) that are not reflected in the foregoing financial statements or prospects of Lessee or any of its Subsidiariesin the notes thereto and are required to be so reflected.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent The consolidated balance sheet of Merisel and Lenders, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets each of Lessee and its Subsidiaries as at December 31, 1996, 2008 and the related consolidated and consolidating statements of income, stockholders' equity income and of cash flows for the fiscal year ended on such date, reported on by BDO Sxxxxxx, LLP, copies of Lessee which have heretofore been furnished to the Lender, are complete and correct and present fairly the consolidated financial condition of Merisel and each of its Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended, (ii) the . The unaudited consolidated balance sheet of Merisel and consolidating balance sheets each of Lessee and its Subsidiaries as at June 30, 1997 2009 and the related unaudited consolidated and consolidating statements of income, stockholders' equity income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of Lessee which have heretofore been furnished to the Lender, are complete and correct and present fairly the consolidated financial condition of Merisel and each of its Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months six-month period then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position ended (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, subject to changes resulting from audit and normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither Lessee Merisel nor any Subsidiary of its Subsidiaries has (and will not following Merisel had, at the Initial Borrowing Date) have date of the most recent balance sheet referred to above, any Contingent material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing financial statements or in the notes thereto thereto. During the period from June 30, 2009 to and which in including the date hereof, except as disclosed to the Lender, there has been no sale, transfer or other disposition by Merisel or any such case is of its Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the businessconsolidated financial condition of Merisel and its Subsidiaries at June 30, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiaries2009.

Financial Condition. (A) Lessee Borrower has heretofore delivered to LessorLenders, Agent and at Lenders' request, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of Lessee LVSI and its Subsidiaries as at December 31, 1996, 2000 and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee LVSI and its Subsidiaries for the fiscal year Fiscal Year then ended, ended and (ii) the unaudited consolidated and consolidating balance sheets of Lessee LVSI and its Subsidiaries as at June 30, 1997 2001 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee LVSI and its Subsidiaries for the three six months then ended. All such statements were prepared in conformity with GAAP and fairly present present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has Except for obligations under the Operative Documents, Borrower does not (and will not following the Initial Borrowing Datefunding of the initial Loans) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, financial condition (financial or otherwise) or prospects of Lessee or any of Borrower and its SubsidiariesSubsidiaries taken as a whole.

Financial Condition. The balance sheet of Seller and its consolidated Subsidiaries and the balance sheets of each of its Material Subsidiaries (Aif any) Lessee has heretofore delivered provided to Lessor, Buyers and Administrative Agent and Lenders, the following financial statements and information: pursuant to Section 11 (i) as of the audited consolidated and consolidating dates of such balance sheets of Lessee and its Subsidiaries as at December 31, 1996sheets, and the related consolidated and consolidating statements of income, stockholders' changes in shareholders’ equity and cash flows for the periods ended on the dates of Lessee such balance sheets heretofore furnished to Buyers and Administrative Agent, fairly present in all material respects the consolidated financial condition of Seller and its consolidated Subsidiaries for the fiscal year then ended, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements financial condition of incomeeach such Material Subsidiary, stockholders' equity and cash flows respectively, as of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of their operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then endedended on such dates, subject, in the case of any such unaudited financial interim statements, to changes resulting from audit and normal year-end adjustmentsadjustments and a lack of footnotes. Neither Lessee nor any On the dates of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligationsuch annual, contingent liability fiscal year end, audited balance sheets, Seller had no known material liabilities, direct or liability indirect, fixed or contingent, matured or unmatured, or liabilities for taxes, long-term lease leases or unusual forward or long-term commitment commitments that is are required by GAAP to be disclosed in such balance sheets and related statements as of the dates that they were originally issued and that are not reflected disclosed by, or reserved against on, said balance sheets and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of Seller except as heretofore disclosed to Buyers and Administrative Agent in the foregoing writing. Said financial statements were prepared in accordance with GAAP, except for interim statements, which are subject to year-end adjustments and a lack of footnotes. Since the date of the balance sheet most recently provided, there has been no Material Adverse Effect, nor does a Notice Officer have actual knowledge of any state of facts particular to Seller that (with or the notes thereto and which without notice or lapse of time or both) would reasonably be expected to result in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its SubsidiariesMaterial Adverse Effect.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets ------------------- sheet of Lessee the Company and its consolidated Subsidiaries as at December 31, 1996, 1995 and the related consolidated and consolidating statements of incomeoperations, stockholderscash flows and changes in partners' equity and cash flows of Lessee the Company and its consolidated Subsidiaries for the fiscal year then endedended on said date, (ii) with the opinion thereon of Price Waterhouse LLP, and the unaudited consolidated and consolidating balance sheets sheet of Lessee the Company and its consolidated Subsidiaries as at June 30March 31, 1997 1996 and the related unaudited consolidated and consolidating statements of incomeoperations, stockholderscash flows and changes in partners' equity and cash flows of Lessee the Company and its consolidated Subsidiaries for the three months then ended. All three-month period ended on such statements were prepared in conformity with GAAP date, heretofore furnished to the Agent and each Bank, are complete and correct and fairly present the consolidated financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described in such financial statements Company and its consolidated Subsidiaries as at the respective said dates thereof and the consolidated results of their operations for the fiscal year and cash flows three-month period, respectively, ended on said dates, in accordance with GAAP consistently applied (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statementsstatements as at March 31, 1996, to changes resulting from audit and normal year-end adjustments) all in conformity with GAAP applied on a consistent basis, except that the footnotes to such financial statements omitted reference to the Amended and Restated Guaranty Agreement referred to in item #4 of Schedule 7.19 hereto (which omission will be corrected in future financial statements). Neither Lessee As at such dates, neither the Company nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have had any Contingent Obligationmaterial contingent liabilities, contingent liability or liability liabilities for taxes, long-term lease or unusual forward or long-term commitment that is commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates and except as are not reflected in required by GAAP to be disclosed on the foregoing financial statements or the notes thereto and which referred to herein. Since December 31, 1995, there has been no material adverse change in any such case is material in relation to the business, operations, properties, assetsoperations, condition (financial or otherwise) or prospects of Lessee the Company and its consolidated Subsidiaries or any of its Subsidiarieseither of the Partners from that set forth in said financial statements as at said date.

Financial Condition. (A) Lessee Borrower has heretofore delivered to LessorLender, Agent and Lendersat Lender's request, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets sheet of Lessee and its Subsidiaries as Royale at December 31June 30, 1996, 1997 and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries Royale for the fiscal year 12 months then ended, (ii) the unaudited statements of Property Gross Revenues and Operating Expenses for each of the Properties for the calendar year ended December 31, 1994, December 31, 1995 and December 31, 1996, respectively, and (iii) the consolidated and consolidating balance sheets financial statements of Lessee Royale and its Subsidiaries as at June 30, 1997 and required to be delivered to Lender pursuant to this Agreement. The statements referred to in clause (i) of the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements preceding sentence were prepared in conformity with GAAP and fairly present present, in all material respects, the consolidated financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements Royale and its Subsidiaries as at the respective dates date thereof and the consolidated results of operations of Royale and cash flows (on a consolidated and, where applicable, consolidating basis) of its Subsidiaries for the entities described therein for each of the periods period then ended, subject, in the case of any such unaudited financial statements, subject to changes resulting from audit and normal year-year end adjustments. Neither Lessee nor any adjustments and there are no material differences between such consolidated financial position and consolidated results of operations of Royale and its Subsidiaries has (as presented in such consolidated financial statements and will the consolidated financial position and consolidated results of operations of Borrower and its Subsidiaries as at the date of such consolidated financial statements and for the period then ended. Royale and its Subsidiaries do not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or other long-term commitment not customarily involved in their respective businesses that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, assets or condition (financial or otherwise) or prospects of Lessee or any of Royale and its Subsidiaries.

Financial Condition. (Aa) Lessee The Borrower has heretofore delivered to Lessorthe Agent, Agent the Board, the Loan Administrator, the Lenders and Lenders, the Supplemental Guarantors the following financial statements and information: (i) the audited consolidated and consolidating balance sheets sheet of Lessee and its Subsidiaries the Borrower as at December March 31, 19962002, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries the Borrower for the fiscal year Fiscal Year then ended, ended and (ii) the unaudited consolidated and consolidating balance sheets sheet of Lessee and its Subsidiaries the Borrower as at June September 30, 1997 2002 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries the Borrower for the three six months then ended. All such statements were prepared in conformity with GAAP consistently applied and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements Borrower as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein Borrower for each of the periods then ended, ended subject, in the case of any such the unaudited financial statements, to changes resulting from audit and normal year-end audit adjustments. Neither Lessee Except as disclosed in writing to the Agent and the Board prior to the date of this Agreement, neither the Borrower nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, material contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or in the most recently delivered financial statements delivered pursuant to SECTION 5.1(B)(I)(A) or (II) or the notes thereto and which in any such case is material in relation to the business, operations, properties, assetsprospects, assets or condition (financial or otherwise) of the Borrower. (b) Any projections and pro forma financial information contained in the Application and the projections and pro forma financial information delivered to the Lenders and the Board pursuant to SECTION 3.1(K) are reasonable, including with respect to the assumptions on which they were based, at the time made (or prospects as of Lessee the Closing Date in the case of the projections and pro forma financial information delivered pursuant to SECTION 3.1(K)), it being recognized by the Board and the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. (c) The Borrower and its Subsidiaries maintain, in accordance with sound business practices and applicable law and rules and regulations issued by any Governmental Authority (i) a system of accounting, which includes maintenance of proper books and records, that permits preparation of financial statements in conformity with GAAP and provides reasonable assurances that (A) transactions are executed in accordance with management's general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management's general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (ii) effective disclosure controls and procedures designed to ensure that material information relating to the Borrower and its SubsidiariesSubsidiaries is made known to Responsible Officers of the Borrower in a timely manner.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and unaudited consolidating balance sheets of Lessee the Borrower and its Subsidiaries as at of December 31, 1996, and the related audited consolidated and unaudited consolidating statements of income, stockholders' equity earnings and statements of cash flows of Lessee the Borrower and its Subsidiaries for the fiscal year then endedyears ended December 31, 1995 and December 31, 1996 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) with respect to the consolidated statements only, have been audited by a nationally recognized accounting firm reasonably acceptable to the Agent, (ii) have been prepared in accordance with GAAP consistently applied throughout the unaudited periods covered thereby and (iii) present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30financial condition, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein Borrower and its Subsidiaries as of such dates and for such periods. The unaudited interim balance sheets of the Borrower and its Subsidiaries as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after March 31, 1997 and prior to the Closing Date for which financial information is available have heretofore been furnished to each Lender. Such interim financial statements for each such period (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except for the absence of footnotes, and (ii) present fairly in all material respects the consolidated and consolidating financial condition, results of operations and cash flows of the periods then endedBorrower and its Subsidiaries as of such dates and for such periods, subjectexcept for recurring annual audit adjustments. During the period from December 31, 1996 to and including the Closing Date, there has been no sale, transfer or other disposition by any Credit Party of any material part of the business or property of the Credit Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Credit Parties, taken as a whole, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligationwhich, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or in the notes thereto. Except as disclosed in SCHEDULE 5.1, the balance sheets and the notes thereto included in the foregoing financial statements disclose all material liabilities, actual or contingent, of the Borrower and which in any such case is material in relation to its Subsidiaries as of the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiariesdates thereof.

Financial Condition. (A) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the audited The consolidated and consolidating balance sheets of Lessee the Borrower and its consolidated Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then ended, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June September 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity income and cash flows for the fiscal period ended on such date, copies of Lessee which have heretofore been furnished to the Agent, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date and the consolidated results of their operations and their consolidated cash flows for the three months fiscal period then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and normal year-end adjustmentsnotes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither Lessee the Borrower nor any of its consolidated Subsidiaries has had, at the date of the most recent balance sheet referred to above, (and will not following the Initial Borrowing Datea) have any Contingent material Guarantee Obligation, except for Guarantee Obligations in existence as of the date hereof and listed on Schedule VI, (b) any contingent liability or liability for taxes, taxes or (c) any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto and which thereto. Except to the extent permitted under this Agreement or as disclosed to the Agent prior to the date hereof, or as otherwise separately disclosed to the Agent in writing prior to the date hereof, there has been no sale, transfer or other disposition by the Borrower or any such case is of its consolidated Subsidiaries of any material part of its business or property (including any capital stock of any other Person) material in relation to the businessconsolidated financial condition of the Borrower and its consolidated Subsidiaries at September 30, operations1997 during the period from September 30, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiaries1997 to and including the date hereof.

Financial Condition. (Aa) Lessee has heretofore delivered to LessorThe audited consolidated balance sheets and income statements of the Consolidated Parties for the fiscal years ended December 31, Agent 2009, December 31, 2010 and LendersDecember 31, 2011 (including the following financial statements and information: notes thereto) (i) the have been audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedby KPMG LLP, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (iii) present CREDIT AGREEMENT fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) in all material respects the respective dates thereof and the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after December 31, 2011 and prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (ii) present fairly (on a the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated andfinancial condition, where applicable, consolidating basis) results of operations and cash flows of the entities described therein Consolidated Parties as of such date and for each such periods. During the period from December 31, 2011 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the periods then endedbusiness or property of the Consolidated Parties, subjecttaken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that which is not reflected in the foregoing financial statements or in the notes thereto and which has not otherwise been disclosed in any such case is material in relation writing to the businessLenders on or prior to the Closing Date. As of the Closing Date, operations, properties, assets, condition the Borrowers and their Subsidiaries have no material liabilities (financial contingent or otherwise) that are not reflected in the foregoing financial statements or prospects of Lessee or any of its Subsidiariesin the notes thereto.

Financial Condition. (A) Lessee The Acquiror has heretofore delivered conducted no business activities during the past approximate 48 months preceding the date of this Agreement and may presently be described as a public shell entity. The present business plan of the Acquiror provides for the investigation of various lines of business to Lessor, Agent be initiated and/or the identification and Lenders, consummation of a business combination with an operating business entity such as the following Acquiree. The financial statements of the Acquiror, as certified by Chapxxx & Xompany, independent certified public accountants, furnished to the Acquiree pursuant to the terms of this Agreement or which may be furnished to the Acquiree in accordance with the terms of this Agreement or for utilization in the annual and information: (i) current reports of the audited consolidated Acquiror to be filed with the Commission and consolidating balance sheets reflecting the financial conditions and results of Lessee operations of the Acquiror at and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedyears indicated or for such other periods indicated, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present or will fairly present in all material respects the financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described Acquiror as of the date of such financial statements (whether audited or unaudited), all to the best of the knowledge of the Acquiror in accordance with generally accepted accounting principles consistently applied except as may be indicated in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the related notes thereto and other information relating thereto. Except as set forth in Schedule VIII hereto, the Acquiror has no liabilities or obligations of any nature which, in accordance with generally accepted accounting principles, must be set forth in the described financial statements except those liabilities which are incurred as a result of the ordinary course of business of the Acquiror after the date of the most recent financial statements (which liabilities will be reflected in any such case is an amendment to Schedule VIII on the Closing Date), which are incurred by the Acquiror in connection with the preparation and filing of the annual and periodic reports to be filed by the Acquiror under the Exchange Act, which are incurred in connection with the preparation of the Acquiror for the consummation of the transaction provided for herein, or are liabilities which would not either singularly or in the aggregate have a material in relation to adverse affect on the business, operations, properties, assets, condition (financial or otherwise) or prospects Acquiror. Without the express written consent of Lessee or any of its Subsidiaries.the

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets of Lessee the Borrower and its Subsidiaries as at of December 31, 19961999, and the related audited consolidated and consolidating statements of income, stockholders' equity earnings and statements of cash flows of Lessee the Borrower and its Subsidiaries for the fiscal year then endedyears ended December 31, 1999, have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by Ernst & Young, (ii) have been prepared in accordance with GAAP consistently applied throughout the unaudited periods covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30financial condition, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein Borrower and its Subsidiaries as of such dates and for such periods. The unaudited interim balance sheets of the Borrower and its Subsidiaries as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each fiscal month and quarterly period ended after December 31, 1999 and prior to the Effective Date for which financial information is available have heretofore been furnished to each Lender. Such interim financial statements for each such period (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except for the absence of footnotes, and (ii) present fairly the consolidated and consolidating financial condition, results of operations and cash flows of the periods then endedBorrower and its Subsidiaries as of such dates and for such periods, subjectexcept for recurring annual audit adjustments. During the period from December 31, 1999 to and including the Effective Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that which is not reflected in the foregoing financial statements or in the notes thereto. Except as disclosed in Schedule 5.1, the balance sheets and the notes thereto included in the foregoing financial statements disclose all material liabilities, actual or contingent, of the Borrower and which in any such case is material in relation to its Subsidiaries as of the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiariesdates thereof.

Financial Condition. (A) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets sheet of Lessee the Borrower and its Subsidiaries dated as at of December 31, 19961998 and the unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated as of September 30, 1999 (the "Balance Sheet Date") and the related consolidated audited and consolidating unaudited, respectively, statements of incomeoperations, cash flows and stockholders' equity and cash flows of Lessee the Borrower and its Subsidiaries for the fiscal year then endedperiods ending on such dates, including any related notes (ii) the unaudited consolidated "Financial Statements"), all of which were heretofore furnished to the Lenders, are true, correct and consolidating balance sheets complete in all material respects and fairly present in all material respects the financial condition of Lessee the Borrower and its Subsidiaries as at June 30, 1997 of the date of each such statement and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of generally accepted accounting principles consistently applied throughout the periods then ended, subjectinvolved except, in the case of any such unaudited financial statements, for the absence of footnotes and subject to changes resulting from audit and normal year-end adjustmentsadjustments that shall not be materially adverse in the aggregate. Neither Lessee Other than as reflected in such Financial Statements and except for liabilities incurred in the ordinary course of business since the date thereof, the Borrower has no Indebtedness that is or would be material to the financial condition of the Borrower, nor any material unrealized or unanticipated losses from any commitments. Since the Balance Sheet Date there has been no material adverse change in the consolidated financial condition (as set forth in the Financial Statements) or results of operations of the Borrower and its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiariestaken as a whole.

Financial Condition. (A) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) The (i) audited income statement of Parent for the audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries fiscal years ending as at December 31January 30, 19962016, January 28, 2017 and February 3, 2018, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, and (ii) unaudited consolidated balance sheet of Parent as of April 29, 2017 and May 5, 2018, and related consolidated statements of income and of cash flows for the fiscal quarters ended on such dates present fairly in all material respects the financial condition of Parent as at such dates, and the related consolidated results of its operations and consolidating statements of income, stockholders' equity and its cash flows of Lessee and its Subsidiaries (as applicable) for the fiscal year then ended, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months respective periods then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and notes thereto and normal year-end adjustments, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and, in the 91 DB1/ 120677560.3 case of such unaudited financial statements, subject to normal year-end adjustments and the absence of footnotes). Neither Lessee nor any Except as set forth on Schedule 5.01(a), as of the Closing Date, none of Parent or its Subsidiaries (i) has (and will not following the Initial Borrowing Date) have any Contingent Obligationmaterial Guarantee Obligations, contingent liability liabilities or liability material liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitment that commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements referred to in this paragraph but which would in accordance with GAAP be so reflected in a consolidated balance sheet of the Parent its Subsidiaries as of the Closing Date and (ii) is party to any arrangement to pay principal or interest with respect to any Indebtedness of any Person which is not reflected in the foregoing most recent financial statements or referred to in this paragraph, (x) which was incurred by the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee Parent or any of its SubsidiariesSubsidiaries or guaranteed by the Parent or any of its Subsidiaries at any time or the proceeds of which are or were transferred to or used by the Parent or any of its Subsidiaries and (y) the payments in respect of which are intended to be made with the proceeds of payments to such Person by the Parent or any of its consolidated Subsidiaries or with any Indebtedness or Equity Interests issued by the Parent or any such Subsidiary.

Financial Condition. (A) Lessee has The audited combined balance sheets, statements of income and statements of cash flows of Speedway Motorsports for the year ended December 31, 1998 have heretofore delivered been furnished to Lessor, Agent and Lenders, the following each Lender. Such financial statements and information: (including the notes thereto) (i) the have been audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedby Deloitte & Touche LLP, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) the respective dates thereof and the combined financial condition, results of operations and cash flows (on a of Speedway Motorsports and its combined Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of Speedway Motorsports and its consolidated andSubsidiaries as at the end of, where applicableand the related unaudited interim statements of income and of cash flows for, consolidating basis) of the entities described therein for fiscal quarter ended March 31, 1999 have heretofore been furnished to each of the periods then ended, subject, in the case of any such unaudited Lender. Such interim financial statements, for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to changes resulting such financial statements) the combined financial condition, results of operations and cash flows of Speedway Motorsports and its consolidated Subsidiaries as of such date and for such periods. During the period from audit March 31, 1999 to and normal year-end adjustments. Neither Lessee nor including the Closing Date, there has been no sale, transfer or other disposition by it or any of its Subsidiaries has of any material part of the business or property of Speedway Motorsports and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the combined financial condition of Speedway Motorsports and will not following the Initial Borrowing Date) have any Contingent Obligationits consolidated Subsidiaries, contingent liability or liability for taxestaken as a whole, long-term lease or unusual forward or long-term commitment that in each case which is not reflected in the foregoing financial statements or in the notes thereto and which or has not otherwise been disclosed in any such case is material in relation writing to the business, operations, properties, assets, condition (financial Lenders on or otherwise) or prospects of Lessee or any of its Subsidiariesprior to the Closing Date.

Financial Condition. (A) Lessee Borrower has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) Lender the audited consolidated and consolidating balance sheets sheet of Lessee and its Subsidiaries Borrower as at of December 31, 19962000, and the related consolidated and consolidating statements statement of income, stockholders' equity and statement of cash flows of Lessee and its Subsidiaries flow for the fiscal year then ended, (ii) audited by its independent certified public accountant. Borrower has also delivered to the Lender the unaudited consolidated and consolidating balance sheets sheet of Lessee and its Subsidiaries Borrower as at June 30of March 31, 1997 2001 and the related unaudited consolidated and consolidating statements statement of income, stockholders' equity and statement of cash flows of Lessee and its Subsidiaries flow for the three (3) months then ended. All such Such financial statements were prepared in conformity with GAAP and fairly present the financial position condition of Borrower as of such dates and have been prepared in accordance with GAAP (on a consolidated andexcept that unaudited financial statements omit certain footnotes); and as of the date hereof, where applicablethere are no obligations, consolidating basisliabilities or Indebtedness (including contingent and indirect liabilities and obligations) of Borrower which are (separately or in the entities described aggregate) material and are not reflected in such financial statements as at or otherwise disclosed herein or in the respective dates thereof and Schedules. Since the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) date of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited above-referenced year end financial statements, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor there have not been, except as disclosed in Schedule 4.06: (i) any Material Adverse Change; (ii) any Dividend declared or paid or distribution made on the capital stock of its Subsidiaries has Borrower or any capital stock thereof redeemed or repurchased; (and will not following the Initial Borrowing Dateiii) have any Contingent Obligation, contingent liability or liability for taxes, incurrence of long-term lease debt by Borrower; (iv) any salary, bonus or unusual forward compensation increases to any officers, key employees or long-term commitment that is not reflected agents of Borrower, other than in the foregoing financial statements ordinary course of business and consistent with past practice; or (v) any other material transaction entered into by Borrower, except in the notes thereto ordinary course of business and which in any such case is material in relation to the business, operations, properties, assets, condition consistent with past practice. Agreement (financial or otherwiseContinued) or prospects of Lessee or any of its Subsidiaries.--------------------------------------------------------------------------------

Financial Condition. (Aa) Lessee has The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as of April 30, 1995, April 30, 1996 and April 26, 1997 and the audited consolidated statements of income and of cash flows for the fiscal years ended on such dates have heretofore delivered been furnished to Lessor, Agent and Lenders, the following each Lender. Such financial statements and information: (including the notes thereto) (i) the have been audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedby Price Waterhouse, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP consistently applied throughout the periods covered thereby and fairly present the financial position (iii) (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) present fairly, in all material respects, the respective dates thereof and the consolidated financial condition, results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein Borrower and its consolidated Subsidiaries as of such dates and for such periods. The unaudited interim consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at the end of, and the related unaudited interim consolidated statements of income and of cash flows for, each of the three-month periods then endedending on July 26, subject1997, October 25, 1997 and January 24, 1998 and each fiscal month ended after January 24, 1998 and prior to the Effective Date have heretofore been furnished to each Lender. During the period from April 26, 1997 to and including the Effective Date, except for the Spin-Offs or as disclosed in Schedule 5.1 hereto, there has been no sale, transfer or other disposition by the Borrower or its Subsidiaries of any material part of the business or property of the Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries, taken as a whole, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that which is not reflected in the foregoing financial statements or in the notes thereto and which has not otherwise been disclosed in any such case is material in relation writing to the business, operations, properties, assets, condition (financial Lenders on or otherwise) or prospects of Lessee or any of its Subsidiariesprior to the Effective Date.

Financial Condition. (A) Lessee has The Obligors have heretofore delivered furnished to Lessor, Agent and Lenders, each of the following financial statements and information: (i) Lenders the audited consolidated and consolidating balance sheets of Lessee the Company and its Subsidiaries as at December 31, 1996, 1999 and the related consolidated and consolidating statements of income, stockholders' equity retained earnings and cash flows flow of Lessee the Company and its Subsidiaries for the fiscal year then endedended on said date, with the opinion thereon (iiin the case of said consolidated balance sheet and statements) of Arthur Andersen LLP, and the unaudited consolidated and consolidating balance sheets xxxxxcx xxxxxx of Lessee the Company and its Subsidiaries as at June 30March 31, 1997 2000 and the related unaudited consolidated and consolidating statements of income, stockholders' equity income and cash flows retained earnings of Lessee the Company and its Subsidiaries for the three months then endedthree-month period ended on such date. All such financial statements were prepared in conformity with GAAP are complete and correct and fairly present the consolidated financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described Obligors, and (in such the case of said consolidating financial statements statements) the respective unconsolidated financial condition of the Obligors, as at the respective said dates thereof and the consolidated and unconsolidated results of their operations for the fiscal year and cash flows three-month period ended on said dates (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statementsstatements as at March 31, 2000, to changes resulting from audit and normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis, except as otherwise indicated in the notes thereto. Neither Lessee nor None of the Obligors has on the date hereof any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligationmaterial contingent liabilities, contingent liability or liability liabilities for taxes, long-term lease or unusual forward or long-term commitment that is not commitments or unrealized or anticipated losses from any unfavorable commitments, in each case, of a type required to be reflected in a balance sheet prepared in accordance with GAAP, except as referred to or reflected or provided for in said balance sheets as at said dates. Since December 31, 1999, there has been no material adverse change in the foregoing consolidated financial statements or the notes thereto and which in any such case is material in relation to the businesscondition, operations, properties, assets, condition (financial or otherwise) business or prospects taken as a whole of Lessee or any of its Subsidiariesthe Obligors from that set forth in said financial statements as at said date.

Financial Condition. (A) Lessee Borrower has heretofore delivered to Lessorthe Agent, Agent and Lendersat the Agent's request, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets sheet of Lessee and its Subsidiaries as COPT at December 31, 19962000, and the related consolidated and consolidating statements of income, stockholdersshareholders' equity and cash flows of Lessee and its Subsidiaries COPT for the fiscal year 12 months then ended, (ii) the unaudited 39 statements of Property Gross Revenues and Property Operating Expenses for each of the Mortgaged Properties for the calendar years ended December 31, 2000, and the two immediately prior calendar years if available after Borrower's diligent efforts to obtain the same; and (iii) the consolidated and consolidating balance sheets financial statements of Lessee COPT and its Subsidiaries as at June 30, 1997 and required to be delivered to the related unaudited consolidated and consolidating Agent pursuant to this Agreement. The statements referred to in clause (i) of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements preceding sentence were prepared in conformity with GAAP and fairly present present, in all material respects, the consolidated financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements COPT and its Subsidiaries as at the respective dates date thereof and the consolidated results of operations of COPT and cash flows (on a consolidated and, where applicable, consolidating basis) of its Subsidiaries for the entities described therein for each of the periods period then ended, subject, in the case of any such unaudited financial statements, subject to changes resulting from audit and normal year-year end adjustments. Neither Lessee nor any of Except as set forth on Schedule 4.3.1 annexed hereto, COPT and its Subsidiaries has (and will do not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or other long-term commitment not customarily involved in their respective businesses that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, assets or condition (financial or otherwise) or prospects of Lessee or any of COPT and its Subsidiaries, taken as a whole.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets sheet of Lessee and its Subsidiaries as at December 31, 1996the Consolidated Parties, and the related consolidated and consolidating statements of incomeearnings and statements of cash flows, stockholders' equity and cash flows as of Lessee and its Subsidiaries for March 31, 2011 have heretofore been furnished to each Lender. Such financial statements (including the fiscal year then endednotes thereto) (i) have been audited by KPMG LLP, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) the respective dates thereof and the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after March 31, 2011 and prior to the Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on a the basis disclosed in the footnotes to such financial statements) the consolidated andfinancial condition, where applicable, consolidating basis) results of operations and cash flows of the entities described therein Consolidated Parties as of such date and for each such periods. During the period from March 31, 2011 to and including the Closing Date, there has been no sale, transfer or other disposition by the Consolidated Parties of any material part of the periods then endedbusiness or property of the Consolidated Parties, subjecttaken as a whole, and there has been no Acquisition, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligationwhich, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or in the notes thereto and which or has not otherwise been disclosed in any such case is material in relation writing to the business, operations, properties, assets, condition (financial Agent on or otherwise) or prospects of Lessee or any of its Subsidiariesprior to the Closing Date.

Financial Condition. (A) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets of Lessee the Company and its Subsidiaries as at December 31, 19962001, December 31, 2002 and December 31, 2003 and the related audited consolidated and consolidating statements of income, operations and stockholders' equity and cash flows for the fiscal years ended on such dates and the notes thereto present fairly the consolidated financial condition of Lessee the Company and its Subsidiaries as of such dates, and the consolidated results of their operations and cash flows for the fiscal year years then ended, (ii) the . The unaudited consolidated and consolidating condensed balance sheets sheet of Lessee the Company and its Subsidiaries as at June 30March 31, 1997 2004 and the related unaudited consolidated and consolidating condensed statements of income, operations and stockholders' equity and cash flows for the period ended on such date and the notes thereto present fairly the consolidated financial condition of Lessee the Company and its Subsidiaries for the three months then ended. All as of such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated anddate, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the consolidated results of their operations and cash flows for the period then ended (on a consolidated andsubject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, have been prepared in accordance with GAAP (subject, in the case of any such unaudited the interim financial statements, to changes resulting from audit and normal year-end adjustmentsaudit adjustments and the absence of footnotes) applied consistently throughout the periods presented except as disclosed in such financial statements and the notes thereto. Neither Lessee the Company nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any material Contingent ObligationObligation or any material obligation, contingent liability or commitment, direct or contingent (including, without limitation, any liability for taxes, long-term lease taxes or unusual any material forward or long-term commitment that commitment), which is not (A) reflected in the foregoing financial statements or and the notes thereto and which in any such case is material in relation or (B) permitted to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiariesbe incurred under this Agreement.

Financial Condition. (Aa) Lessee has heretofore The audited consolidated balance sheets and income statements of the Consolidated Parties delivered to Lessor, the Agent and Lenders, the following financial statements and information: Lenders (including the notes thereto) on or prior to the Closing Date (i) the have been audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedby Ernst & Young LLP, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) the respective dates thereof and the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, the related unaudited interim statements of earnings and of cash flows for and the related working capital detail for each fiscal month and quarterly period (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on a the basis disclosed in the footnotes to such financial statements) the consolidated andfinancial condition, where applicable, consolidating basis) results of operations and cash flows of the entities described therein Consolidated Parties as of such date and for each such periods. Other than as set forth on Schedule 6.1(a), during the period from September 30, 2003 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the periods then endedbusiness or property of the Consolidated Parties, subjecttaken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that which is not reflected in the foregoing financial statements or in the notes thereto and which has not otherwise been disclosed in any such case is material in relation writing to the businessLenders on or prior to the Closing Date. As of the Closing Date, operations, properties, assets, condition the Borrower and its Subsidiaries have no material liabilities (financial contingent or otherwise) that are not reflected in the foregoing financial statements or prospects of Lessee or any of its Subsidiariesin the notes thereto.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating income statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries the Consolidated Parties for the fiscal year then endedended June 30, 2001 (including the notes thereto) (i) have been audited by Arthur Andersen LLP, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP xxxxxxtently applied throughout the periods covered thereby and (iii) present fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) the respective dates thereof and the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each fiscal month period ending after June 30, 2001 but at least 30 days prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on a the basis disclosed in the footnotes to such financial statements) the consolidated andand consolidating financial condition, where applicable, consolidating basis) results of operations and cash flows of the entities described therein Consolidated Parties as of such date and for each such periods. During the period from June 30, 2001 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the periods then endedbusiness or property of the Consolidated Parties, subjecttaken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that which is not reflected in the foregoing financial statements or in the notes thereto and which or has not otherwise been disclosed in any such case is material in relation writing to the businessLenders on or prior to the Closing Date. As of the Closing Date, operations, properties, assets, condition the Borrower and its Subsidiaries have no material liabilities (financial contingent or otherwise) that, in conformity with GAAP should be, but are not reflected in the foregoing financial statements or prospects of Lessee or any of its Subsidiariesin the notes thereto.

Financial Condition. (A) Lessee Borrower has heretofore delivered to Lessor, Agent the Lender the consolidated balance sheet of Borrower and Lenders, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at of December 31, 19962000, and the related consolidated and consolidating statements statement of income, stockholders' equity and statement of cash flows of Lessee and its Subsidiaries flow for the fiscal year then ended, (ii) audited by its independent certified public accountants. Borrower has also delivered to the Lender the unaudited consolidated balance sheet of Borrower and consolidating balance sheets of Lessee and its the Subsidiaries as at June 30of March 31, 1997 2001 and the related unaudited consolidated and consolidating statements statement of income, stockholders' equity and statement of cash flows of Lessee and its Subsidiaries flow for the three (3) months then ended. All such Such Agreement (Continued) -------------------------------------------------------------------------------- financial statements were prepared in conformity with GAAP and fairly present the consolidated financial position condition of Borrower as of such dates and have been prepared in accordance with GAAP (on a consolidated andexcept that unaudited financial statements omit certain footnotes); and as of the date hereof, where applicablethere are no obligations, consolidating basisliabilities or Indebtedness (including contingent and indirect liabilities and obligations) of Borrower which are (separately or in the entities described aggregate) material and are required under GAAP to be reflected in such financial statements as at or otherwise disclosed herein or in the respective dates thereof and Schedules. Since the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) date of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited above-referenced year end financial statements, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor there have not been, except as disclosed in Schedule 4.06: (i) any Material Adverse Change; (ii) any Dividend declared or paid or distribution made on the capital stock of its Subsidiaries has Borrower or any capital stock thereof redeemed or repurchased; (and will not following the Initial Borrowing Dateiii) have any Contingent Obligation, contingent liability or liability for taxes, incurrence of long-term lease debt by Borrower; (iv) any salary, bonus or unusual forward compensation increases to any officers, key employees or long-term commitment that is not reflected agents of Borrower, other than in the foregoing financial statements ordinary course of business and consistent with past practice; or (v) any other material transaction entered into by Borrower, except in the notes thereto ordinary course of business and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiariesconsistent with past practice.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and unaudited consolidating balance sheets of Lessee the Borrower and its Subsidiaries as at of December 31, 1996, and the related audited consolidated and unaudited consolidating statements of income, stockholders' equity earnings and statements of cash flows of Lessee the Borrower and its Subsidiaries for the fiscal year then endedyears ended December 31, 1995 and December 31, 1996 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) with respect to the consolidated statements only, have been audited by a nationally recognized accounting firm reasonably acceptable to the Agent, (ii) have been prepared in accordance with GAAP consistently applied throughout the unaudited periods covered thereby and (iii) present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30financial condition, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein Borrower and its Subsidiaries as of such dates and for such periods. The unaudited interim balance sheets of the Borrower and its Subsidiaries as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after [September 30], 1997 and prior to the Effective Date for which financial information is available have heretofore been furnished to each Lender. Such interim financial statements for each such period (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except for the absence of footnotes, and (ii) present fairly in all material respects the consolidated and consolidating financial condition, results of operations and cash flows of the periods then endedBorrower and its Subsidiaries as of such dates and for such periods, subjectexcept for recurring annual audit adjustments. During the period from the Closing Date to and including the Effective Date, there has been no sale, transfer or other disposition by any Credit Party of any material part of the business or property of the Credit Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Credit Parties, taken as a whole, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligationwhich, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or in the notes thereto. Except as disclosed in SCHEDULE 5.1, the balance sheets and the notes thereto included in the foregoing financial statements disclose all material liabilities, actual or contingent, of the Borrower and which in any such case is material in relation to its Subsidiaries as of the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiariesdates thereof.

Financial Condition. (A) Lessee Borrower has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets sheet of Lessee Parent and its Subsidiaries as at December 31, 1996, 2005 and the related consolidated and consolidating statements of incomeoperations, stockholders' ’ equity and cash flows of Lessee Parent and its Subsidiaries for the fiscal year Fiscal Year then ended, ended and (ii) the unaudited consolidated and consolidating balance sheets of Lessee Borrower and its Subsidiaries as at June 30March 31, 1997 2006 and the related unaudited consolidated and consolidating statements of income, stockholders' equity operations and cash flows of Lessee Parent and its Subsidiaries for the three months period then ended. All such statements were prepared in conformity with GAAP and fairly present present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither Lessee Parent nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto or that is otherwise contemplated or permitted under this Agreement and, as of any Funding Date subsequent to the Restatement Date, is not reflected in the most recent financial statements delivered to Lenders pursuant to subsection 6.1 or the notes thereto and which that, in any such case case, is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee Parent or any of its SubsidiariesSubsidiaries taken as a whole.

Financial Condition. (A) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the audited The consolidated and consolidating ------------------- balance sheets of Lessee the Borrowers as of August 31, 1995 (certified by Ernst & Young) and its Subsidiaries as at December June 30, 1996, together with statements of profit and loss and of surplus for the period then ended, together with the ten month interim statement for the period ended June 30, 1996, prepared by the Borrowers, and together with the projections of financial condition for fiscal years ending August 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then ended, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30August 31, 1997 and August 31, 1998, prepared by the related unaudited consolidated Borrowers, all of which were heretofore delivered to the Bank, are complete and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP correct and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof Borrowers and the results of their operations and cash flows (transactions in their surplus account(s) as of the dates and for the periods referred to and have been prepared in accordance with GAAP applied on a consolidated andconsistent basis throughout the period involved; provided, where applicablehowever, consolidating basis) that to the extent such balance sheets reflect the financial information of any corporation acquired by the Borrowers during the current fiscal year, such financial information complies with GAAP to the best of the entities described therein for each Borrower's knowledge except as specifically noted, since full audit of the periods then endedacquired corporation's financial information will not take place until the fiscal year end. There are no liabilities (of the type required to be reflected on balance sheets prepared in accordance with GAAP), subjectdirect or indirect, fixed or contingent, of any Borrower as of the date of such balance sheets which are not reflected therein or in the case notes thereto. There has been no material adverse change in the financial condition or operations of any Borrower since the date of such unaudited financial statementsbalance sheets (and to any Borrower's knowledge no such material adverse change is pending or threatened), and no Borrower has guaranteed the obligations of, or made any investment in or loans to, any person except as disclosed in such balance sheets. Each Borrower has good and marketable title to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any all of its Subsidiaries has (properties and will not following the Initial Borrowing Date) have any Contingent Obligationassets, contingent liability and all of such properties and assets are free and clear of encumbrances, except as reflected on such balance sheets or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiariesthereto.

Financial Condition. (A) Lessee Borrower has heretofore delivered to LessorLenders, Agent and at Lenders’ request, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets sheet of Lessee Borrower and its Subsidiaries as at December 31of April 25, 1996, 2004 and the related consolidated and consolidating statements of income, stockholders' ’ equity and cash flows of Lessee Borrower and its Subsidiaries for the fiscal year Fiscal Year then ended, (ii) the unaudited consolidated and consolidating balance sheets sheet of Lessee Borrower and its Subsidiaries as at June 30October 24, 1997 2004 and the related unaudited consolidated and consolidating statements of income, stockholders' ’ equity and cash flows of Lessee Borrower and its Subsidiaries for the three nine months then ended. All such statements were prepared pre-pared in conformity with GAAP and fairly present present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither Lessee Borrower nor any of its Restricted Subsidiaries has (and will not following the Initial Borrowing Datefunding of the initial Loans have) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee Borrower or any of its SubsidiariesSubsidiaries taken as a whole.

Financial Condition. (A) Lessee The Acquiror has heretofore delivered conducted no business activities during the past approximate 48 months preceding the date of this Agreement and may presently be described as a public shell entity. The present business plan of the Acquiror provides for the investigation of various lines of business to Lessor, Agent be initiated and/or the identification and Lenders, consummation of a business combination with an operating business entity such as the following Acquiree. The financial statements of the Acquiror, as certified by Chapxxx & Xompany, independent certified public accountants, furnished to the Acquiree pursuant to the terms of this Agreement or which may be furnished to the Acquiree in accordance with the terms of this Agreement or for utilization in the annual and information: (i) current reports of the audited consolidated Acquiror to be filed with the Commission and consolidating balance sheets reflecting the financial conditions and results of Lessee operations of the Acquiror at and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedyears indicated or for such other periods indicated, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present or will fairly present in all material respects the financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described Acquiror as of the date of such financial statements (whether audited or unaudited), all to the best of the knowledge of the Acquiror in accordance with generally accepted accounting principles consistently applied except as may be indicated in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the related notes thereto and other information relating thereto. Except as set forth in Schedule VIII hereto, the Acquiror has no liabilities or obligations of any nature which, in accordance with generally accepted accounting principles, must be set forth in the described financial statements except those liabilities which are incurred as a result of the ordinary course of business of the Acquiror after the date of the most recent financial statements (which liabilities will be reflected in an amendment to Schedule VIII on the Closing Date), which are incurred by the Acquiror in connection with the preparation and filing of the annual and periodic reports to be filed by the Acquiror under the Exchange Act, which are incurred in connection with the preparation of the Acquiror for the consummation of the transaction provided for herein, or are liabilities which would not either singularly or in the aggregate have a material adverse affect on the Acquiror. Without the express written consent of the Acquiree, the Acquiror shall not incur any such case is material liability or obligation not contemplated or permitted by this Agreement in relation excess of $20,000 from the date of this Agreement to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its SubsidiariesClosing Date.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating income statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries the Consolidated Parties for the fiscal year then endedended June 30, 2001 (including the notes thereto) (i) have been audited by Arthur Andersen LLP, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP cxxxxxxxxtly applied throughout the periods covered thereby and (iii) present fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) the respective dates thereof and the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each fiscal month period ending after June 30, 2001 but at least 30 days prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on a the basis disclosed in the footnotes to such financial statements) the consolidated andand consolidating financial condition, where applicable, consolidating basis) results of operations and cash flows of the entities described therein Consolidated Parties as of such date and for each such periods. During the period from June 30, 2001 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the periods then endedbusiness or property of the Consolidated Parties, subjecttaken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that which is not reflected in the foregoing financial statements or in the notes thereto and which or has not otherwise been disclosed in any such case is material in relation writing to the businessLenders on or prior to the Closing Date. As of the Closing Date, operations, properties, assets, condition the Borrower and its Subsidiaries have no material liabilities (financial contingent or otherwise) that, in conformity with GAAP should be, but are not reflected in the foregoing financial statements or prospects of Lessee or any of its Subsidiariesin the notes thereto.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets sheet of Lessee and its Subsidiaries as at December 31, 1996the Consolidated Parties, and the related consolidated and consolidating statements of incomeearnings and statements of cash flows, stockholders' equity and cash flows as of Lessee and its Subsidiaries for March 31, 1997 have heretofore been furnished to each Lender. Such financial statements (including the fiscal year then endednotes thereto) (i) have been audited by KPMG Peat Marwick, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) the respective dates thereof and the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after March 31, 1997 and prior to the Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on a the basis disclosed in the footnotes to such financial statements) the consolidated andfinancial condition, where applicable, consolidating basis) results of operations and cash flows of the entities described therein Consolidated Parties as of such date and for each such periods. During the period from March 31, 1997 to and including the Closing Date, there has been no sale, transfer or other disposition by the Consolidated Parties of any material part of the periods then endedbusiness or property of the Consolidated Parties, subjecttaken as a whole, and there has been no Material Acquisition, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligationwhich, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or in the notes thereto and which or has not otherwise been disclosed in any such case is material in relation writing to the business, operations, properties, assets, condition (financial Agents on or otherwise) or prospects of Lessee or any of its Subsidiariesprior to the Closing Date.

Financial Condition. (A) Lessee has Borrowers have heretofore delivered to LessorLenders, Agent and at Lenders' request, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of Lessee LVSI and its Subsidiaries as at December 31, 1996, 1999 and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee Borrowers and its their Subsidiaries for the fiscal year Fiscal Year then ended, ended and (ii) the unaudited consolidated and consolidating balance sheets of Lessee LVSI and its Subsidiaries as at June 30March 31, 1997 2000 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee LVSI and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has Except for obligations under the Operative Documents, Borrowers do not (and will not following the Initial Borrowing Datefunding of the initial Loans) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, financial condition (financial or otherwise) or prospects of Lessee or any of its SubsidiariesBorrowers and their Subsidiaries taken as a whole.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets of Lessee the Parent Borrower and its consolidated Subsidiaries as at December 31of September 30, 19962004 and September 30, 2005 and the related consolidated and consolidating statements of income, stockholders' shareholders’ equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedyears ended September 30, (ii) 2003, September 30, 2004 and September 30, 2005, reported on by and accompanied by unqualified reports from KPMG LLP, present fairly, in all material respects, the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries financial condition as at June 30such date, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and consolidated cash flows (on a consolidated and, where applicable, consolidating basis) of for the entities described therein for each of the periods respective fiscal years then ended, subjectof the Parent Borrower and its consolidated Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied throughout the case periods covered thereby (except as approved by a Responsible Officer, and disclosed in any such schedules and notes, and subject to the omission of any footnotes from such unaudited financial statements). During the period from December 31, 2005 to changes resulting from audit and normal year-end adjustments. Neither Lessee nor including the Closing Date, except as provided in or permitted under the Investment Agreement or in connection with the Transactions, there has been no sale, transfer or other disposition by the Parent Borrower and its consolidated Subsidiaries of any material part of the business or property of the Parent Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Parent Borrower and its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligationconsolidated Subsidiaries, contingent liability or liability for taxestaken as a whole, long-term lease or unusual forward or long-term commitment that in each case, which is not reflected in the foregoing financial statements or in the notes thereto and which has not otherwise been disclosed in any such case is material in relation writing to the business, operations, properties, assets, condition (financial Lenders on or otherwise) or prospects of Lessee or any of its Subsidiariesprior to the Closing Date.

Financial Condition. (A) Lessee Company has heretofore delivered to LessorLenders, Agent and at Lenders' request, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of Lessee Company and its Subsidiaries as at December 31, 1996, 1997 and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee Company and its Subsidiaries for the fiscal year Fiscal Year then ended, (ii) the unaudited consolidated and consolidating balance sheets of Lessee Company and its Subsidiaries as at June 30, 1997 1998 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee Company and its Subsidiaries for the three six-months then ended, (iii) the audited consolidated balance sheets of Anagram and its Subsidiaries as at December 31, 1997 and the consolidated statements of income, stockholders' equity and cash flows of Anagram and its Subsidiaries for its fiscal year then ended and (iv) the unaudited combined and combining balance sheets of Anagram and its Subsidiaries as at June 30, 1998 and the unaudited combined and combining statements of income of Anagram and its Subsidiaries for the six-months then ended. All such statements were prepared in conformity accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as otherwise indicated therein or in the Anagram Acquisition Agreements) and fairly present present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the of such respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any Company does not (and did not immediately following the funding of its Subsidiaries has the Existing AXELs) and Anagram does not (and will not immediately following the Initial Borrowing Datefunding of the Additional AXELs) have any Contingent ObligationGuarantee, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee Company or any of its SubsidiariesSubsidiaries (after giving effect to the Anagram Acquisition).

Financial Condition. (A) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets sheet of Lessee the Borrower and its Subsidiaries dated as at of December 31, 19962000 and the unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated as of June 30, 2001 (the "Balance Sheet Date") and the related consolidated audited and consolidating unaudited, respectively, statements of incomeoperations, cash flows and stockholders' equity and cash flows of Lessee the Borrower and its Subsidiaries for the fiscal year then endedperiods ending on such dates, including any related notes (ii) the unaudited consolidated "Financial Statements"), all of which were heretofore furnished to the Lenders, are true, correct and consolidating balance sheets complete in all material respects and fairly present in all material respects the financial condition of Lessee the Borrower and its Subsidiaries as at June 30, 1997 of the date of each such statement and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of generally accepted accounting principles consistently applied throughout the periods then ended, subjectinvolved except, in the case of any such unaudited financial statements, for the absence of footnotes and subject to changes resulting from audit and normal year-end adjustmentsadjustments that shall not be materially adverse in the aggregate. Neither Lessee Other than as reflected in such Financial Statements and except for liabilities incurred in the ordinary course of business since the date thereof, the Borrower and its Material Subsidiaries have no Indebtedness that is or would be material to the financial condition of the Borrower, nor any material unrealized or unanticipated losses from any commitments. Since the Balance Sheet Date there has been no material adverse change in the consolidated financial condition (as set forth in the Financial Statements) or results of operations of the Borrower and its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiariestaken as a whole.

Financial Condition. (A) Lessee Borrower has heretofore delivered to Lessorthe Agent, Agent and Lendersat the Agent's request, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets sheet of Lessee and its Subsidiaries as COPT at December 31, 1996, 1997 and the related consolidated and consolidating statements of income, stockholdersshareholders' equity and cash flows of Lessee and its Subsidiaries COPT for the fiscal year 12 months then ended, (ii) the unaudited statements of Property Gross Revenues and Property Operating Expenses for each of the Mortgaged Properties for the calendar years ended December 31, 1997, and the two immediately prior calendar years if available after Borrower's diligent efforts to obtain the same; and (iii) the consolidated and consolidating balance sheets financial statements of Lessee COPT and its Subsidiaries as at June 30, 1997 and required to be delivered to the related unaudited consolidated and consolidating Agent pursuant to this Agreement. The statements referred to in clause (i) of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements preceding sentence were prepared in conformity with GAAP and fairly present present, in all material respects, the consolidated financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements COPT and its Subsidiaries as at the respective dates date thereof and the consolidated results of operations of COPT and cash flows (on a consolidated and, where applicable, consolidating basis) of its Subsidiaries for the entities described therein for each of the periods period then ended, subject, in the case of any such unaudited financial statements, subject to changes resulting from audit and normal year-year end adjustments. Neither Lessee nor any of Except as set forth on Schedule 4.3.1 annexed hereto, COPT and its Subsidiaries has (and will do not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or other long-term commitment not customarily involved in their respective businesses that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, assets or condition (financial or otherwise) or prospects of Lessee or any of COPT and its Subsidiaries, taken as a whole.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following The audited consolidated financial statements and information: (i) of the audited consolidated and consolidating balance sheets of Lessee Company and its Subsidiaries as at dated December 31, 1996, and the related consolidated and consolidating statements of incomeincome or operations, stockholdersshareholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then ended, (ii) ended on that date and the unaudited consolidated and consolidating balance sheets financial statements of Lessee the Company and its Subsidiaries as at June 30dated June_30, 1997 1997, and the related unaudited consolidated and consolidating statements of incomeincome or operations, stockholders' shareholders equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All fiscal quarter ended on such statements date: (i) were prepared in conformity accordance with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of consistently applied throughout the periods then endedcovered thereby, except as otherwise expressly noted therein, subject, in the case of any such unaudited the June_30, 1997 financial statements, to changes resulting from ordinary, good faith year end audit adjustments; (ii) fairly present the financial condition of the Company and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has as of the date thereof and results of operations for the periods covered thereby; and (iii) except as specifically disclosed in Schedule 6.11, show all material indebtedness and will not following other liabilities, direct or contingent, of the Initial Borrowing Date) have any Contingent ObligationCompany and its consolidated Subsidiaries as of the date thereof, contingent liability or liability including liabilities for taxes, long-term lease material Contractual Obligations (other than those incurred in the ordinary course of business) and Contingent Obligations. (b) Since June_30, 1997 there has been no Material Adverse Effect. (c) The Company has furnished to the Agent and the Banks a pro forma balance sheet of the Company and its consolidated Subsidiaries, reflecting the Xxxxxx Acquisition, the issuance of the 1997_Senior Notes and the AIP Purchase, dated as of June_30, 1997 (the Pro Forma Balance Sheet ). To the best knowledge of the Company, the Pro Forma Balance Sheet fairly presents the assets, liabilities and financial condition of the Company and its consolidated Subsidiaries as of the Closing Date and there are no omissions from the Pro Forma Balance Sheet, or unusual forward or long-term commitment that is other facts and circumstances not reflected in the foregoing financial statements or the notes thereto and Pro Forma Balance Sheet, which in any such case is would be material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiaries.under GAAP. 6.12

Financial Condition. (A) Lessee Borrower has heretofore delivered to Lessor, Agent and Lenders, BOIA copies of ------------------- the following financial statements and information: (i) the audited consolidated and consolidating balance sheets sheet of Lessee and its Subsidiaries Borrower as at of December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedended such date; such financial statements fairly present the financial condition of Borrower as of such date and the results of 193 operations of Borrower for the period ended on such date and have been prepared in accordance with GAAP; except as has been disclosed in writing to BOIA, as of the date hereof, there were no material obligations, liabilities or indebtedness (iiincluding material contingent and indirect liabilities and obligations and forward or long-term commitments) of Borrower which are not reflected in such financial statements; and no change which constitutes a Material Adverse Effect has occurred in the unaudited consolidated and consolidating financial condition or business of Borrower since the date of such financial statements. Borrower also has delivered to BOIA copies of the balance sheets sheet of Lessee and its Subsidiaries Borrower dated as at June 30of March 31, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and the cash flows as of Lessee and its Subsidiaries for the three months then ended. All such date; such financial statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated andcondition of Borrower as of such date and have been prepared in accordance with GAAP, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, subject to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any ; except as has been disclosed in writing to BOIA as of its Subsidiaries has the date thereof, there were no material obligations, liabilities or indebtedness (including material contingent and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual indirect liabilities and obligations and forward or long-term commitment that is commitments) of Borrower which are not reflected in such financial statements; and no change which constitutes a Material Adverse Effect has occurred in the foregoing financial statements condition or business of Borrower since the notes thereto and which in any date of such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiariesstatements.

Financial Condition. (A) Lessee Borrower has heretofore delivered to LessorAgent, Agent and Lendersat Agent's request, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets sheet of Lessee and its Subsidiaries as COPT at December 31, 1996, 1997 and the related consolidated and consolidating statements of income, stockholdersshareholders' equity and cash flows of Lessee and its Subsidiaries COPT for the fiscal year 12 months then ended, ; (ii) the unaudited statements of Property Gross Revenue and Property Operating Expenses for each of the Properties for the calendar years ended December 31, 1997, and the two immediately prior calendar years if available after Borrower's diligent efforts to obtain the same; and (iii) the consolidated and consolidating balance sheets financial statements of Lessee COPT and its Subsidiaries as at June 30, 1997 and required to be delivered to Agent pursuant to this Agreement. The statements referred to in clause (i) of the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements preceding sentence were prepared in conformity with GAAP and fairly present present, in all material respects, the consolidated financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements COPT and its Subsidiaries as at the respective dates date thereof and the consolidated results of operations of COPT and cash flows (on a consolidated and, where applicable, consolidating basis) of its Subsidiaries for the entities described therein for each of the periods period then ended, subject, in the case of any such unaudited financial statements, subject to changes resulting from audit and normal year-year end adjustments. Neither Lessee nor any of On the Closing Date, except as set forth in SCHEDULE 4.3.1 annexed hereto, COPT and its Subsidiaries has (and will do not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or other long-term commitment not customarily involved in their respective businesses that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, assets or condition (financial or otherwise) or prospects of Lessee or any of COPT and its SubsidiariesSubsidiaries taken as a whole.

Financial Condition. (A) Lessee Company has heretofore delivered to LessorLenders, Agent and at Lenders' request, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets sheet of Lessee Company and its Subsidiaries as at December March 31, 19961997, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee Company and its Subsidiaries for the fiscal year Fiscal Year then ended, ended and (ii) the unaudited consolidated and consolidating Consolidating balance sheets of Lessee Company and its Subsidiaries as at June 30December 31, 1997 1997, and the related unaudited consolidated and consolidating Consolidating statements of income, stockholders' equity and cash flows of Lessee Company and its Subsidiaries for the three six months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating Consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating Consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments, including the information presented in the footnotes to Company's audited financial statements. Neither Lessee nor any of its Subsidiaries has Company does not (and will not following the Initial Borrowing Datefunding of the initial Loans) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto or, following the funding of initial Loans, in the financial statements required to be delivered pursuant to subsection 6.1 and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of Company and its Subsidiaries, taken as a whole.

Financial Condition. (A) Lessee Company has heretofore delivered to LessorLenders, Agent and at Lenders' request, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets sheet of Lessee Company and its Subsidiaries as at December March 31, 1996, 1996 and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee Company and its Subsidiaries for the fiscal year Fiscal Year then ended, ended and (ii) the unaudited consolidated and consolidating Consolidating balance sheets of Lessee Company and its Subsidiaries as at June September 30, 1997 1996 and the related unaudited consolidated and consolidating Consolidating statements of income, stockholders' equity and cash flows of Lessee Company and its Subsidiaries for the three six months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating Consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating Consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments, including the information presented in the footnotes to Company's audited financial statements. Neither Lessee nor any of its Subsidiaries has Company does not (and will not following the Initial Borrowing Datefunding of the initial Loans) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto or, following the funding of initial Loans, in the financial statements required to be delivered pursuant to subsection 6.1 and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of Company and its Subsidiaries, taken as a whole.

Financial Condition. (A) Lessee Borrower has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: at Lenders' request, (i) the audited consolidated and consolidating balance sheets sheet of Lessee Parent and its Subsidiaries as at December 31, 1996, 2001 and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee Parent and its Subsidiaries for the fiscal year Fiscal Year then ended, ended and (ii) the unaudited consolidated and consolidating balance sheets of Lessee Borrower and its Subsidiaries as at March 31, 2002 and June 30, 1997 2002 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee Parent and its Subsidiaries for the three months periods then ended. All such statements were prepared in conformity with GAAP and fairly present present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither Lessee Parent nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto or that is otherwise contemplated or permitted under this Agreement and, as of any Funding Date subsequent to the Closing Date, is not reflected in the most recent financial statements delivered to Lenders pursuant to subsection 6.1 or the notes thereto and which that, in any such case case, is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee Parent or any of its SubsidiariesSubsidiaries taken as a whole.

Financial Condition. (A) Lessee has heretofore delivered to Lessor, Agent and Lenders, The consolidated balance sheet of the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of Lessee Parent and its consolidated Subsidiaries as at December 31June 30, 19962001, and the related consolidated and consolidating statements of income, stockholders' equity income and cash flows flow for the fiscal year then ended on such date, reported on by PricewaterhouseCoopers LLP and certified by the chief financial officer of Lessee the Parent, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and normal year-end adjustmentsnotes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involved (except as approved by such accountants or chief financial officer, as the case may be, and as disclosed therein). Neither Lessee Except as set forth on Schedule 3.1, neither the Parent nor any of its consolidated Subsidiaries has (and will not following had, at the Initial Borrowing Date) have date of the balance sheet referred to above, any Contingent material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any obligation under an Hedging Agreement which is not reflected in the foregoing financial statements or in the notes thereto thereto. During the period from June 30, 2001 to and which in including the date hereof, other than the sale of the business and substantially all of the assets of the so-called "Roll Handling Group" of the Credit Parties and of the print on demand business of Baldwin Document Finishing Systems, Inc., there has been no sale, trxxxxxx or other disposition by the Parent or any such case is of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Parent and its consolidated Subsidiaries at June 30, 2001, other than the sale of inventory in the ordinary course of business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiaries.

Financial Condition. (Aa) Lessee Since January 1, 1999, DASI has heretofore delivered filed all reports, schedules, forms, statements and other documents required to Lessorbe filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, Agent as amended (the "1934 Act") (all of the foregoing filed prior to the date hereof and Lenders, the following all exhibits included therein and financial statements and information: schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). DASI has delivered or made available to the Company or its representative true and complete copies of the SEC Documents as the Company or its representative has requested from DASI. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of DASI included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied during the periods involved (except (i) the audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then ended, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of DASI as at of the respective dates thereof and the results of its operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, ended (subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end audit adjustments). Neither Lessee nor any of its Subsidiaries has (Any business plan and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing pro forma financial statements or the notes thereto and which in any such case is material in relation provided by DASI to the businessCompany do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, operations, properties, assets, condition (financial in light of the circumstances under which they are or otherwise) or prospects of Lessee or any of its Subsidiarieswere made not misleading.

Financial Condition. (Aa) Lessee has The audited consolidated balance sheets of the Subsidiaries as of December 31, 1996 and the audited statements of earnings and statements of cash flows for the years ended December 31, 1996 and December 31, 1995 have heretofore delivered been furnished to Lessor, Agent and Lenders, the following Bank. Such financial statements and information: (including the notes thereto) (i) the have been audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedby Ernst & Young, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly present (on the basis disclosed in the footnotes to such financial statements) the financial position (on a consolidated andcondition, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows of the Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of the Borrower and its consolidated Subsidiaries as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each fiscal quarterly period ended after December 31, 1996 and prior to the Closing Date have heretofore been furnished to the Bank. Such interim financial statements for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on a the basis disclosed in the footnotes to such financial statements) the consolidated andfinancial condition, where applicable, consolidating basis) results of operations and cash flows of the entities described therein Borrower and its consolidated Subsidiaries as of such date and for each of such periods. During the periods then endedperiod from December 31, subject1996 to and including the Closing Date, in except as disclosed on Schedule 6.01(a), there has been no sale, transfer or other disposition by the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor Borrower or any of its Subsidiaries has of any material part of the business or property of the Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other person) material in relation to the consolidated financial condition of the Borrower and will not following the Initial Borrowing Date) have any Contingent Obligationits consolidated Subsidiaries, contingent liability or liability for taxestaken as a whole, long-term lease or unusual forward or long-term commitment that in each case, which, is not reflected in the foregoing financial statements or in the notes thereto and which has not otherwise been disclosed in any such case is material in relation writing to the business, operations, properties, assets, condition (financial Bank on or otherwise) or prospects of Lessee or any of its Subsidiariesprior to the Closing Date.

Financial Condition. (A) Lessee has heretofore delivered to Lessor, Agent and Lenders, The Consolidated balance sheet of the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of Lessee Company and its Consolidated Subsidiaries as at December 31, 19962001 and the related Consolidated statements of earnings and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the related consolidated Consolidated results of their operations and consolidating statements of income, stockholders' equity and their Consolidated cash flows of Lessee and its Subsidiaries for the fiscal year then ended, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and normal year-end adjustmentsnotes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither Lessee the Company nor any of its Consolidated Subsidiaries has (and will not following had, at the Initial Borrowing Date) have date of the most recent balance sheet referred to above, any Contingent material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto thereto. Except as set forth in Schedule 7.1, during the period from December 31, 2001 to and which in including the date hereof there has been no sale, transfer or other disposition by the Company or any such case is of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the businessConsolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, operations2001. No Change; Solvency . Since December 31, properties2001, assetsthere has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect and during the period from December 31, condition (financial 2001 to and including the date hereof, except as set forth in Schedule 7.2, no dividends or otherwise) other distributions have been declared, paid or prospects made upon the Capital Stock of Lessee the Company or any of its Subsidiaries nor has any of the Capital Stock of the Company or any of its Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by the Company or any of its Subsidiaries. As of the Second Restatement Date, after giving effect to the transactions contemplated by the Loan Documents to occur on the Second Restatement Date, and as of each Borrowing Date, the Company and its Subsidiaries will be Solvent on a Consolidated basis.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, The Consolidated balance sheet of the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of Lessee Company and its Consolidated Subsidiaries as at December 31, 19961996 and the related Consolidated statements of earnings and of cash flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the related consolidated Consolidated results of their 58 51 operations and consolidating statements of income, stockholders' equity and their Consolidated cash flows of Lessee and its Subsidiaries for the fiscal year then ended, (ii) . The unaudited Consolidated balance sheet of the unaudited consolidated and consolidating balance sheets of Lessee Company and its Consolidated Subsidiaries as at June September 30, 1997 and the related unaudited consolidated and consolidating Consolidated statements of income, stockholders' equity earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of Lessee which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the three months nine-month period then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position ended (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, subject to changes resulting from audit and normal year-end adjustmentsaudit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither Lessee the Company nor any of its Consolidated Subsidiaries has (and will not following had, at the Initial Borrowing Date) have date of the most recent balance sheet referred to above, any Contingent material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto thereto. Except as set forth in Schedule 7.1, during the period from December 31, 1996 to and which in including the date hereof there has been no sale, transfer or other disposition by the Company or any such case is of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the businessConsolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiaries1996.

Financial Condition. (A) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then ended, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30March 31, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material mate- rial in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiaries.

Financial Condition. (A) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets sheet of Lessee the ------------------- Company and its Subsidiaries subsidiaries as at December 31, 19962003, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows flow of Lessee the Company and its Subsidiaries subsidiaries for the fiscal year then endedended on said date, (ii) with the opinion thereon of Ham, Langston & Brezina, L.L.X. xxxxxxxxxe fxxxxxxxd to the Purchaser, and the unaudited consolidated and consolidating balance sheets sheet of Lessee the Company and its Subsidiaries subsidiaries as at June 30, 1997 2004, and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows flow of Lessee the Company and its Subsidiaries subsidiaries for the three months then ended. All six-month period ending on such statements were prepared in conformity with GAAP date heretofore furnished to the Purchaser, are complete and correct and fairly present the consolidated financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described in such financial statements Company and its subsidiaries as at the respective said dates thereof and the results of its operations for the fiscal year and cash flows the nine-month period ending on said dates, all in accordance with generally accepted accounting principles ("GAAP"), as applied on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, consistent basis (subject, in the case of any such unaudited the interim financial statements, to changes resulting from audit and normal year-end adjustments). Neither Lessee Other than the credit facility with Fortuna Energy, L.P. described in Schedule 2 attached hereto, neither the Company nor any of its Subsidiaries subsidiaries has (and will not following on the Initial Borrowing Date) have date hereof any Contingent Obligationdebt, trade payables, contingent liability or liability liabilities, liabilities for taxes, long-term lease or unusual forward or long-term commitment that is not commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the foregoing such financial statements or the notes thereto and which in any such case is material in relation except to the business, operations, properties, assets, extent that the existence of any of the foregoing would not have a material adverse effect on the condition (financial or otherwise) ), business or prospects of Lessee the Company or its properties or assets. Since December 31, 2003, there has been no change or event having or reasonably likely to have a material adverse effect on the condition (financial or otherwise), business or prospects of the Company or its properties or assets, except as disclosed to the Purchaser in writing. Since the date of such financial statements, neither the business nor the properties of the Company's subsidiaries, taken as a whole, have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of its Subsidiariesproperty or cancellation of contracts, permits or concessions by any governmental entity, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. (A) Lessee Borrower has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: at Lenders’ request, (i) the audited consolidated and consolidating balance sheets sheet of Lessee Parent and its Subsidiaries as at December 31, 1996, 2004 and the related consolidated and consolidating statements of incomeoperations, stockholders' ’ equity and cash flows of Lessee Parent and its Subsidiaries for the fiscal year Fiscal Year then ended, ended and (ii) the unaudited consolidated and consolidating balance sheets of Lessee Borrower and its Subsidiaries as at June 30March 31, 1997 2005 and the related unaudited consolidated and consolidating statements of income, stockholders' equity operations and cash flows of Lessee Parent and its Subsidiaries for the three months period then ended. All such statements were prepared in conformity with GAAP and fairly present present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither Lessee Parent nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto or that is otherwise contemplated or permitted under this Agreement and, as of any Funding Date subsequent to the Restatement Date, is not reflected in the most recent financial statements delivered to Lenders pursuant to subsection 6.1 or the notes thereto and which that, in any such case case, is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee Parent or any of its SubsidiariesSubsidiaries taken as a whole.

Financial Condition. (Aa) Lessee has heretofore delivered to LessorThe Annual Financial Statements of the Borrower reported on by and accompanied by an unqualified report from Gxxxx Xxxxxxxx LLP or Deloitte & Touche LLP, Agent and Lendersas applicable, present fairly in all material respects the following consolidated financial statements and information: (i) condition of the audited consolidated and consolidating balance sheets of Lessee Borrower and its Subsidiaries as at December 31, 1996such date (other than any qualifications as may be required as a result of (x) an actual or prospective default or event of default with respect to a financial covenant under this Agreement and the definitive documentation governing any material Indebtedness (including the financial covenants set forth in Section 7.1) or (y) the impending maturity of any material Indebtedness), and the related consolidated results of its operations and consolidating statements of income, stockholders' equity and consolidated cash flows of Lessee and its Subsidiaries for the respective fiscal year then ended, (ii) . The Interim Financial Statements of the unaudited Borrower and its Subsidiaries present fairly in all material respects the consolidated and consolidating balance sheets financial condition of Lessee the Borrower and its Subsidiaries as at June 30such dates, 1997 and the related unaudited consolidated results of its operations and consolidating statements of income, stockholders' equity and its consolidated cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in ended (subject to the case absence of any such unaudited financial statements, to changes resulting from audit footnotes and normal year-end audit adjustments). Neither Lessee nor All such financial statements, including the related schedules and notes thereto and all financial statements delivered by the Borrower to the Administrative Agent pursuant to Section 6.1 have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). None of any Group Member had, as of its Subsidiaries has (and will not following the Initial Borrowing Closing Date) have , any Contingent Obligationmaterial Guarantee Obligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitment that is commitments, including any interest rate or Foreign Currency swap or exchange transaction or other obligation in respect of derivatives, that, to the extent required to be shown in accordance with GAAP, are not reflected in the foregoing most recent financial statements or the notes thereto and which referred to in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiariesthis paragraph.

Financial Condition. (A) Lessee Company has heretofore delivered to LessorLenders, Agent and at Lenders' request, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of Lessee Company and its Subsidiaries as at December 31for each of Fiscal Years 1995, 1996, 1996 and 1997 and the related consolidated and consolidating statements of income, stockholders' equity partner's capital, and cash flows of Lessee Company and its Subsidiaries for the fiscal year then ended, each such Fiscal Year and (ii) the unaudited consolidated and consolidating balance sheets of Lessee Company and its Subsidiaries as at June 30, 1997 for each fiscal month and Fiscal Quarter ended subsequent to the date of the most recent financial statements referred to in clause (i) and the related unaudited consolidated and consolidating statements of income, stockholders' equity partner's capital, and cash flows of Lessee Company and its Subsidiaries for the three months then endedeach such period (except for statements of cash flows for each such monthly period). All such statements were prepared in conformity with GAAP and fairly present present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustmentsadjustments and the absence of footnotes. Neither Lessee nor any of its Subsidiaries has On the Closing Date, Holdings and Company do not (and will not following the Initial Borrowing Datefunding of the initial Loans) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements statements, in the pro forma balance sheet delivered pursuant to subsection 4.1L, or in the notes thereto financial projections delivered pursuant to subsection 4.1M or reflected on Schedule 5.3, ------------ and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or Holdings and any of its Subsidiaries, taken as a whole.

Financial Condition. (A) Lessee has heretofore delivered to Lessor, Agent and Lenders, The unaudited consolidated balance sheet of the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of Lessee Borrower and its consolidated Subsidiaries as at December 31the end of each calendar month from and after January 1, 19962004 until the date hereof, and the related consolidated and consolidating statements of income, stockholders' equity income and of cash flows for the calendar month ended on such dates, certified by a Responsible Officer, copies of Lessee which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated condition of the Borrower and its Subsidiaries for the fiscal year then ended, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30such dates, 1997 and the related unaudited consolidated results of their operations and consolidating statements of income, stockholders' equity and their consolidated cash flows of Lessee and its Subsidiaries for the three months calendar month then ended. All such statements were financial statements, including the related schedules and notes thereto, have been prepared in conformity accordance with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subjectexcept for, in the case of any such unaudited financial statements, to changes resulting from audit the absence of footnotes and normal year-end adjustments) applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither Lessee the Borrower nor any of its consolidated Subsidiaries has (and will not following had, at the Initial Borrowing Date) have date of the most recent balance sheet referred to above, any Contingent material Guarantee Obligation, contingent liability Contingent Liability (other than earnouts pursuant to an Acquisition) or liability for taxes, or any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing financial statements or in the notes thereto thereto, subject to normal year-end adjustments. During the period from December 31, 2003 to and which in including the date hereof there has been no sale, transfer or other disposition by Global Signal, the Borrower or any such case is of their respective consolidated Subsidiaries of any material part of its business or property (other than as permitted hereunder) and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person), other than Acquisitions not prohibited under this Agreement or the other Loan Documents, material in relation to the businessconsolidated financial condition of Global Signal and its consolidated Subsidiaries at December 31, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiaries2003.

Financial Condition. (Aa) Lessee has heretofore delivered to LessorThe audited consolidated balance sheets and income statements of the Consolidated Parties for the fiscal years 1998, Agent 1999 and Lenders, 2000 (including the following financial statements and information: notes thereto) (i) the have been audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedby Ernst & Young LLP, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) the respective dates thereof and the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, the related unaudited interim statements of earnings and of cash flows for and the related working capital detail, each fiscal month and quarterly period ended after September 30, 2001 and prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on a the basis disclosed in the footnotes to such financial statements) the consolidated andfinancial condition, where applicable, consolidating basis) results of operations and cash flows of the entities described therein Consolidated Parties as of such date and for each such periods. Other than as set forth on Schedule 6.1(a), during the period from September 30, 2001 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the periods then endedbusiness or property of the Consolidated Parties, subjecttaken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that which is not reflected in the foregoing financial statements or in the notes thereto and which has not otherwise been disclosed in any such case is material in relation writing to the businessLenders on or prior to the Closing Date. As of the Closing Date, operations, properties, assets, condition the Borrower and its Subsidiaries have no material liabilities (financial contingent or otherwise) that are not reflected in the foregoing financial statements or prospects of Lessee or any of its Subsidiariesin the notes thereto.

Financial Condition. (A) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated balance sheet of the Company and consolidating balance sheets of Lessee and its the consolidated Subsidiaries as at December 31January 2, 1996, 1995 and the related consolidated and consolidating statements of incomeoperations, stockholderscash flows and changes in shareholders' equity of the Company and cash flows of Lessee and its the consolidated Subsidiaries for the fiscal year then endedended on said date, (ii) with the opinion thereon of Price Waterhouse & Co., and the unaudited consolidated balance sheet of the Company and consolidating balance sheets of Lessee and its the consolidated Subsidiaries as at June 30July 2, 1997 1995 and the related unaudited consolidated and consolidating statements of incomeoperations, stockholderscash flows and changes in Shareholders' equity of the Company and cash flows of Lessee and its the consolidated Subsidiaries for the three months then ended. All six-month period ended on such statements were prepared in conformity with GAAP date, heretofore furnished to the Agent and each Bank, are complete and correct and fairly present the consolidated financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described in such financial statements Company and the consolidated Subsidiaries as at the respective said dates thereof and the consolidated results of their operations for the fiscal year and cash flows (six-month period ended on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then endedsaid dates, subject, in the case of any such unaudited financial statementsstatements as at July 2, 1995, to changes resulting from audit and normal year-end adjustmentsadjustments all in conformity with generally accepted accounting principles applied on a consistent basis. Neither Lessee As at such dates, neither the Company nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have had any Contingent Obligationmaterial contingent liabilities, contingent liability or liability liabilities for taxes, long-term lease or unusual forward or long-term commitment that is commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates and except as are not reflected required by generally accepted accounting principles and practices to be disclosed on the financial statements referred to herein. Since January 2, 1995, there has been no material adverse change in the foregoing consolidated financial condition or operations, or the prospects or business taken as a whole, of the Company and its consolidated Subsidiaries from that set forth in said financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiariesas at said date.

Financial Condition. (A) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) The unaudited consolidated balance sheet of the Seller and the audited consolidated balance sheet Parent and consolidating balance sheets of Lessee Seller’s and its the Parent’s Consolidated Subsidiaries as at the fiscal year ending December 31, 19962005 provided to the Deal Agent and the related (in the case of the Parent only and unaudited in the case of the Seller only) consolidated statements of income and retained earnings and of cash flows for the year then ended, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification arising out of the scope of the audit conducted by a nationally recognized accounting firm, copies of which have heretofore been furnished to the Deal Agent, are complete and correct and present fairly the consolidated financial condition of the Seller, the Limited Guarantor and the Seller’s and the Limited Guarantor’s Consolidated Subsidiaries as of such date, and the related consolidated results of their operations and consolidating statements of income, stockholders' equity and their consolidated cash flows of Lessee and its Subsidiaries for the fiscal year then ended, (ii) except as noted in the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 308-K filed with the SEC by the Parent on September 7, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended2006. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and normal year-end adjustmentsnotes thereto (if any), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein). Neither Lessee the Seller, the Parent nor any of its the Seller’s or the Parent’s Consolidated Subsidiaries has (and will not following had, as of the Initial Borrowing Date) have date of the most recent balance sheet referred to above, any Contingent Obligation, material contingent liability or liability for taxes, long-or any long term lease or unusual forward or long-long term commitment commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, that is not reflected in the foregoing financial statements or in the notes thereto thereto. Except as disclosed to the Deal Agent in writing prior to the Closing Date, during the period from June 15, 2006, to and which in including the date hereof, there has been no sale, transfer or other disposition by the Seller, the Parent or any such case is of the Seller’s or the Parent’s Consolidated Subsidiaries of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the businessconsolidated financial condition of the Seller, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiariesthe Parent and the Seller’s and the Parent’s Consolidated Subsidiaries on the date hereof.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets sheet of Lessee and its Subsidiaries as at December 31, 1996the Consolidated Parties, and the related consolidated and consolidating statements of incomeearnings and statements of cash flows, stockholders' equity and cash flows as of Lessee and its Subsidiaries for March 31, 2001 have heretofore been furnished to each Lender. Such financial statements (including the fiscal year then endednotes thereto) (i) have been audited by KPMG Peat Marwick, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) the respective dates thereof and the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after March 31, 2001 and prior to the Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on a the basis disclosed in the footnotes to such financial statements) the consolidated andfinancial condition, where applicable, consolidating basis) results of operations and cash flows of the entities described therein Consolidated Parties as of such date and for each such periods. During the period from March 31, 2001 to and including the Closing Date, there has been no sale, transfer or other disposition by the Consolidated Parties of any material part of the periods then endedbusiness or property of the Consolidated Parties, subjecttaken as a whole, and there has been no Acquisition, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligationwhich, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or in the notes thereto and which or has not otherwise been disclosed in any such case is material in relation writing to the business, operations, properties, assets, condition (financial Agents on or otherwise) or prospects of Lessee or any of its Subsidiariesprior to the Closing Date.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets sheet of Lessee and its Subsidiaries as at December 31, 1996the Consolidated Parties, and the related consolidated and consolidating statements of incomeearnings and statements of cash flows, stockholders' equity and cash flows as of Lessee and its Subsidiaries for March 31, 2004 have heretofore been furnished to each Lender. Such financial statements (including the fiscal year then endednotes thereto) (i) have been audited by KPMG Peat Marwick, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) the respective dates thereof and the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after March 31, 2004 and prior to the Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on a the basis disclosed in the footnotes to such financial statements) the consolidated andfinancial condition, where applicable, consolidating basis) results of operations and cash flows of the entities described therein Consolidated Parties as of such date and for each such periods. During the period from March 31, 2004 to and including the Closing Date, there has been no sale, transfer or other disposition by the Consolidated Parties of any material part of the periods then endedbusiness or property of the Consolidated Parties, subjecttaken as a whole, and there has been no Acquisition, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligationwhich, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or in the notes thereto and which or has not otherwise been disclosed in any such case is material in relation writing to the business, operations, properties, assets, condition (financial Agents on or otherwise) or prospects of Lessee or any of its Subsidiariesprior to the Closing Date.

Financial Condition. (Al) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: The Audited Financial Statements (i) the have been audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedby KPMG LLP, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (iii) present fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) in all material respects the respective dates thereof and the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after December 31, 2013 and prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (ii) present fairly (on a the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated andfinancial condition, where applicable, consolidating basis) results of operations and cash flows of the entities described therein Consolidated Parties as of such date and for each such periods. During the period from December 31, 2013 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the periods then endedbusiness or property of the Consolidated Parties, subjecttaken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that which is not reflected in the foregoing financial statements or in the notes thereto and which has not otherwise been disclosed in any such case is material in relation writing to the businessLenders on or prior to the Closing Date. As of the Closing Date, operations, properties, assets, condition the Borrowers and their Subsidiaries have no material liabilities (financial contingent or otherwise) that are not reflected in the foregoing financial statements or prospects of Lessee or any of its Subsidiariesin the notes thereto.

Financial Condition. (A) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets sheet of Lessee NorthStar Corp and its Consolidated Subsidiaries as at of the fiscal year ending December 31, 19962006, provided to the Administrative Agent and the related audited consolidated statements of income and retained earnings and of cash flows for the year then ended, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification arising out of the scope of the audit conducted by Xxxxx Xxxxxxxx, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct and present fairly in all material respects the consolidated financial condition of NorthStar Corp and its Consolidated Subsidiaries of the foregoing as of such date, and the related consolidated results of their operations and consolidating statements of income, stockholders' equity and their consolidated cash flows of Lessee and its Subsidiaries for the fiscal year then ended, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit including the related schedules and normal year-end adjustmentsnotes thereto (if any), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein). Neither Lessee NorthStar Corp nor any of its Consolidated Subsidiaries has (and will not following had, as of the Initial Borrowing Date) have date of the most recent balance sheet referred to above, any Contingent Obligation, material contingent liability or liability for taxes, long-or any long term lease or unusual forward or long-long term commitment commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, that is not reflected in the foregoing financial statements or in the notes thereto thereto. Except as otherwise disclosed publicly, during the period from December 31, 2006, to and which in including the date hereof, there has been no sale, transfer or other disposition by the Borrowers, the Guarantor or any such case is Consolidated Subsidiaries of the foregoing of any material part of their business or Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the businessconsolidated financial condition of the Borrowers, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee the Guarantor or any Consolidated Subsidiaries of its Subsidiariesthe foregoing on the date hereof.

Financial Condition. (ASCHEDULE 4.06(a) Lessee has heretofore delivered to Lessor, Agent attached hereto is an unaudited analysis of pay telephone revenues and Lenders, expenses for each of the following financial statements and information: (i) Sellers for the audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at years ended December 31, 1997 and 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedinterim period ending on the most recent practicable date (the "Latest Date"), (ii) and each of the Sellers will deliver to Purchaser, at Purchaser's expense, prior to or at the Closing an audited balance sheet and statement of income and surplus information for the same periods which will confirm the unaudited consolidated analyses set forth on SCHEDULE 4.06(a) (collectively, the "Financial Statements"). The Financial Statements are and consolidating balance sheets of Lessee will be complete and its Subsidiaries as at June 30accurate, 1997 have been and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were will be prepared in conformity accordance with GAAP generally accepted accounting principles, consistently applied, and fairly present and will fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof condition and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of Sellers as of the entities described therein dates and for each the periods indicated. There has been no material adverse change in the financial condition, properties or business of either of the periods then endedSellers since the Latest Date. Neither of the Sellers has any liabilities, subjectobligations or commitments, whether absolute, accrued, contingent or otherwise, other than (i) liabilities disclosed or adequately provided for in the case Financial Statements and (ii) liabilities incurred in the ordinary course of any such unaudited financial statementsbusiness since the Latest Date which individually and in the aggregate are not material in amount. At the date of Closing, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any neither of its Subsidiaries has (and the Sellers will not following the Initial Borrowing Date) have any Contingent Obligationoutstanding liability for borrowed money, or trade or other payables whether absolute, accrued, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise, other than those that shall be listed in a schedule identified as SCHEDULE 4.06(b) or prospects of Lessee or any of its Subsidiariesto be delivered to Purchaser at Closing.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets sheet of Lessee and its Subsidiaries as at December 31, 1996the Consolidated Parties, and the related consolidated and consolidating statements of incomeearnings and statements of cash flows, stockholders' equity and cash flows as of Lessee and its Subsidiaries for March 31, 2006 have heretofore been furnished to each Lender. Such financial statements (including the fiscal year then endednotes thereto) (i) have been audited by KPMG Peat Marwick, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) the respective dates thereof and the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after March 31, 2006 and prior to the Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on a the basis disclosed in the footnotes to such financial statements) the consolidated andfinancial condition, where applicable, consolidating basis) results of operations and cash flows of the entities described therein Consolidated Parties as of such date and for each such periods. During the period from March 31, 2006 to and including the Closing Date, there has been no sale, transfer or other disposition by the Consolidated Parties of any material part of the periods then endedbusiness or property of the Consolidated Parties, subjecttaken as a whole, and there has been no Acquisition, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligationwhich, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or in the notes thereto and which or has not otherwise been disclosed in any such case is material in relation writing to the business, operations, properties, assets, condition (financial Agents on or otherwise) or prospects of Lessee or any of its Subsidiariesprior to the Closing Date.

Financial Condition. (A) Lessee Company has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: at Lenders' request, (i) the audited consolidated and consolidating balance sheets financial statements of Lessee Company and its Subsidiaries as at December 31for Fiscal Year ending February 28, 19962001, consisting of a balance sheet and the related consolidated and consolidating statements of incomeoperations, stockholders' equity and cash flows for such Fiscal Year, and (ii) unaudited, condensed, combined, consolidated financial statements of Lessee Company and its Subsidiaries for the fiscal year then endedeleven months ended January 31, (ii) the unaudited consolidated 2002, consisting of a balance sheet and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity operations and cash flows of Lessee and its Subsidiaries for the three months then endedflow. All such statements were prepared in conformity with GAAP and fairly present present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to the changes resulting from audit and normal year-end adjustmentsadjustments and absence of footnotes. Neither Lessee nor any None of its Subsidiaries the Loan Parties has (and none of the Loan Parties will not have following the Initial Borrowing Datemaking of the Restructured Term Loans) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is required by GAAP to be, but is not, or to the extent not required by GAAP which is known to or reasonably should be known to Company, but is not, reflected in the foregoing financial statements or the most recent financial statements delivered pursuant to subsection 6.1 or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of Company and its Subsidiaries, taken as a whole.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: The Audited Financial Statements (i) the have been audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedby KPMG LLP, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (iii) present fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) in all material respects the respective dates thereof and the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after December 31, 2013 and prior to the Restatement Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (ii) present fairly (on a the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated andfinancial condition, where applicable, consolidating basis) results of operations and cash flows of the entities described therein Consolidated Parties as of such date and for each such periods. During the period from December 31, 2013 to and including the Restatement Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the periods then endedbusiness or property of the Consolidated Parties, subjecttaken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that which is not reflected in the foregoing financial statements or in the notes thereto and which has not otherwise been disclosed in any such case is material in relation writing to the businessLenders on or prior to the Restatement Date. As of the Restatement Date, operations, properties, assets, condition the Borrowers and their Subsidiaries have no material liabilities (financial contingent or otherwise) that are not reflected in the foregoing financial statements or prospects of Lessee or any of its Subsidiariesin the notes thereto.

Financial Condition. (Aa) Lessee has heretofore delivered to LessorThe audited consolidated balance sheets and income statements of the Consolidated Parties for the fiscal years ended December 31, Agent 1999, December 31, 2000 and LendersDecember 31, 2001 (including the following financial statements and information: notes thereto) (i) the have been audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedby Deloitte Touche Tohmatsu, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) the respective dates thereof and the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each fiscal month and quarterly period ended after December 31, 2000 and prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on a the basis disclosed in the footnotes to such financial statements) the consolidated andfinancial condition, where applicable, consolidating basis) results of operations and cash flows of the entities described therein Consolidated Parties as of such date and for each such periods. During the period from December 31, 2001 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the periods then endedbusiness or property of the Consolidated Parties, subjecttaken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that which is not reflected in the foregoing financial statements or in the notes thereto and which has not otherwise been disclosed in any such case is material in relation writing to the businessLenders on or prior to the Closing Date. As of the Closing Date, operations, properties, assets, condition the Borrower and its Subsidiaries have no material liabilities (financial contingent or otherwise) that are not reflected in the foregoing financial statements or prospects of Lessee or any of its Subsidiariesin the notes thereto.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating income statements of income, stockholders' equity and cash flows of Lessee Bagcraft and its Subsidiaries for fiscal years 1996 and 1997 have heretofore been furnished to each Lender. Such financial statements (including the fiscal year then endednotes thereto) (i) have been audited by Coopers & Xxxxxxx, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) the respective dates thereof and the consolidated financial condition, results of operations and cash flows of Bagcraft and its Subsidiaries as of such date and for such periods. The unaudited interim consolidated balance sheets of Bagcraft and its Subsidiaries as of the end of, and the related unaudited interim consolidated statements of earnings and of cash flows for, each fiscal month and quarterly period ended after October 31, 1998 and prior to the Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, basis disclosed in the case of any footnotes to such unaudited financial statements) the consolidated financial condition, results of operations and cash flows of Bagcraft and its Subsidiaries as of such date and for such periods. During the period from October 31, 1998 to changes resulting from audit and normal year-end adjustments. Neither Lessee nor including the Closing Date, there has been no sale, transfer or other disposition by Bagcraft or any of its Subsidiaries has of any material part of the business or property of Bagcraft and its Subsidiaries taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of Bagcraft and will not following the Initial Borrowing Date) have any Contingent Obligationits Subsidiaries taken as a whole, contingent liability or liability for taxesin each case, long-term lease or unusual forward or long-term commitment that which is not reflected in the foregoing financial statements or in the notes thereto and which has not otherwise been disclosed in any such case is material in relation writing to the business, operations, properties, assets, condition (financial Lenders on or otherwise) or prospects of Lessee or any of its Subsidiariesprior to the Closing Date.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets sheet of Lessee and its Subsidiaries the Consolidated Parties as at of December 31, 1996, 1996 and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then ended, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30December 31, 1997 and the related unaudited audited consolidated and consolidating statements of income, stockholders' equity earnings and statements of cash flows of Lessee and its Subsidiaries for the three months then endedyears ended December 31, 1996 and December 31, 1997 have heretofore been furnished to each Lender. All such Such financial statements were (including the notes thereto) (i) have been audited by Ernst & Young, LLP (ii) have been prepared in conformity accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) the respective dates thereof and the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after June 30, 1998 and prior to the Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on a the basis disclosed in the footnotes to such financial statements) the consolidated andfinancial condition, where applicable, consolidating basis) results of operations and cash flows of the entities described therein Consolidated Parties as of such date and for each such periods. During the period from June 30, 1998 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the periods then endedbusiness or property of the Consolidated Parties, subjecttaken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligationwhich, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or in the notes thereto and which has not otherwise been disclosed in any such case is material in relation writing to the business, operations, properties, assets, condition (financial Lenders on or otherwise) or prospects of Lessee or any of its Subsidiariesprior to the Closing Date.

Financial Condition. (A) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated and consolidating balance sheets sheet of Lessee the Company and its Subsidiaries as at December 31, 1996, 2000 and the related audited consolidated and consolidating statements of income, operations and stockholders' equity and cash flows for the fiscal year ended on such date and the notes thereto present fairly the consolidated financial condition of Lessee the Company and its Subsidiaries as of such date, and the consolidated results of their operations and cash flows for the fiscal year then ended, (ii) the . The unaudited consolidated and consolidating condensed balance sheets of Lessee the Company and its Subsidiaries as at March 31, June 30 and September 30, 1997 2001 and the related unaudited consolidated and consolidating condensed statements of income, operations and stockholders' equity and cash flows for the periods ended on such dates and the notes thereto present fairly the consolidated financial condition of Lessee the Company and its Subsidiaries for the three months then ended. All as of such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated andrespective dates, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the consolidated results of their operations and cash flows (on a consolidated and, where applicable, consolidating basis) of for the entities described therein for each of the respective periods then endedended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, have been prepared in accordance with GAAP (subject, in the case of any such unaudited the interim financial statements, to changes resulting from audit and normal year-end adjustmentsaudit adjustments and the absence of footnotes) applied consistently throughout the periods presented except as disclosed in such financial statements and the notes thereto or in writing to the Lenders prior to the date of this Agreement. Neither Lessee the Company nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any material Contingent ObligationObligation or any material obligation, contingent liability or commitment, direct or contingent (including, without limitation, any liability for taxes, long-term lease taxes or unusual any material forward or long-term commitment that commitment), which is not (A) reflected in the foregoing financial statements or and the notes thereto and which or otherwise disclosed in any such case is material in relation writing to the business, operations, properties, assets, condition Lenders prior to the date hereof or (financial or otherwiseB) or prospects of Lessee or any of its Subsidiariespermitted to be incurred under this Agreement.

Financial Condition. (A) Lessee has heretofore delivered to Lessor, Agent and Lenders, The Consolidated balance sheet of the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of Lessee Company and its Consolidated Subsidiaries as at December 31, 19962000 and the related Consolidated statements of earnings and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the related consolidated Consolidated results of their operations and consolidating statements of income, stockholders' equity and their Consolidated cash flows of Lessee and its Subsidiaries for the fiscal year then ended, (ii) . The unaudited Consolidated balance sheet of the unaudited consolidated and consolidating balance sheets of Lessee Company and its Consolidated Subsidiaries as at June 30March 31, 1997 2001 and the related unaudited consolidated and consolidating Consolidated statements of income, stockholders' equity earnings and of cash flows for the three-month period ended on such date, certified by a Responsible Officer, copies of Lessee which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the three months three-month period then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position ended (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, subject to changes resulting from audit and normal year-end adjustmentsaudit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither Lessee the Company nor any of its Consolidated Subsidiaries has (and will not following had, at the Initial Borrowing Date) have date of the most recent balance sheet referred to above, any Contingent material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto thereto. Except as set forth in Schedule 7.1, during the period from December 31, 2000 to and which in including the date hereof there has been no sale, transfer or other disposition by the Company or any such case is of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the businessConsolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, operations2000. No Change; Solvency . Since December 31, properties2000, assetsthere has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect and during the period from December 31, condition (financial 2000 to and including the date hereof, except as set forth in Schedule 7.2, no dividends or otherwise) other distributions have been declared, paid or prospects made upon the Capital Stock of Lessee the Company or any of its Subsidiaries nor has any of the Capital Stock of the Company or any of its Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by the Company or any of its Subsidiaries. As of the Restatement Date, after giving effect to the transactions contemplated by the Loan Documents to occur on the Restatement Date, and as of each Borrowing Date, the Company and its Subsidiaries will be Solvent on a Consolidated basis.

Financial Condition. (Aa) Lessee has heretofore delivered to LessorThe audited consolidated balance sheets and income statements of the Consolidated Parties for the fiscal years ended December 31, Agent 2001, December 31, 2002 and LendersDecember 31, 2003 (including the following financial statements and information: notes thereto) (i) the have been audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedby KPMG LLP, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (iii) present fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) in all material respects the respective dates thereof and the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after December 31, 2003 and prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (ii) present fairly (on a the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated andfinancial condition, where applicable, consolidating basis) results of operations and cash flows of the entities described therein Consolidated Parties as of such date and for each such periods. During the period from December 31, 2003 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the periods then endedbusiness or property of the Consolidated Parties, subjecttaken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that which is not reflected in the foregoing financial statements or in the notes thereto and which has not otherwise been disclosed in any such case is material in relation writing to the businessLenders on or prior to the Closing Date. As of the Closing Date, operations, properties, assets, condition the Borrower and its Subsidiaries have no material liabilities (financial contingent or otherwise) that are not reflected in the foregoing financial statements or prospects of Lessee or any of its Subsidiariesin the notes thereto.

Financial Condition. (A) Lessee has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) the The audited consolidated balance sheet of the Company and consolidating balance sheets of Lessee and its the consolidated Subsidiaries as at December 31January 2, 1996, 1995 and the related consolidated and consolidating statements of incomeoperations, stockholders' equity and cash flows and changes in shareholders’ equity of Lessee the Company and its the consolidated Subsidiaries for the fiscal year then endedended on said date, (ii) with the opinion thereon of Price Waterhouse & Co., and the unaudited consolidated balance sheet of the Company and consolidating balance sheets of Lessee and its the consolidated Subsidiaries as at June 30July 2, 1997 1995 and the related unaudited consolidated and consolidating statements of incomeoperations, stockholders' equity and cash flows and changes in Shareholders’ equity of Lessee the Company and its the consolidated Subsidiaries for the three months then ended. All six-month period ended on such statements were prepared in conformity with GAAP date, heretofore furnished to the Agent and each Bank, are complete and correct and fairly present the consolidated financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described in such financial statements Company and the consolidated Subsidiaries as at the respective said dates thereof and the consolidated results of their operations for the fiscal year and cash flows (six-month period ended on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then endedsaid dates, subject, in the case of any such unaudited financial statementsstatements as at July 2, 1995, to changes resulting from audit and normal year-end adjustmentsadjustments all in conformity with generally accepted accounting principles applied on a consistent basis. Neither Lessee As at such dates, neither the Company nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have had any Contingent Obligationmaterial contingent liabilities, contingent liability or liability liabilities for taxes, long-term lease or unusual forward or long-term commitment that is commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates and except as are not reflected required by generally accepted accounting principles and practices to be disclosed on the financial statements referred to herein. Since January 2, 1995, there has been no material adverse change in the foregoing consolidated financial condition or operations, or the prospects or business taken as a whole, of the Company and its consolidated Subsidiaries from that set forth in said financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiariesas at said date.

Financial Condition. (A) Lessee has The audited Consolidated balance sheets, and the audited Consolidated statements of earnings and statements of cash flows for the years ended December 31, 1995, December 31, 1994 and December 31, 1993 have heretofore delivered been furnished to Lessor, Agent and Lenders, the following each Bank. Such financial statements and information: (including the notes thereto) (i) the have been audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then endedby Coopers & Xxxxxxx LLC, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were have been prepared in conformity accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described basis disclosed in the footnotes to such financial statements as at statements) the respective dates thereof and the Consolidated financial condition, results of operations and cash flows as of such date and for such periods. The unaudited interim balance sheets of the Company and its Subsidiaries as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each fiscal quarterly period ended after March 31, 1996 and prior to the Effective Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, basis disclosed in the case of any footnotes to such unaudited financial statements) the Consolidated financial condition, results of operations and cash flows as of such date and for such periods. During the period from December 31, 1995 to changes resulting from audit and normal year-end adjustments. Neither Lessee nor including the Effective Date, other than Olefins Transaction, there has been no sale, transfer or other disposition by the Company or any of its Subsidiaries has of any material part of the business or property of the Company and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other person) material in relation to the consolidated financial condition of the Company and will not following the Initial Borrowing Date) have any Contingent Obligationits Subsidiaries, contingent liability or liability for taxestaken as a whole, long-term lease or unusual forward or long-term commitment that in each case, which, is not reflected in the foregoing financial statements or in the notes thereto and which has not otherwise been disclosed in any such case is material in relation writing to the business, operations, properties, assets, condition (financial Banks on or otherwise) or prospects of Lessee or any of its Subsidiariesprior to the Effective Date.

Financial Condition. (A) Lessee Borrower has heretofore delivered to Lessor, Agent and Lenders, the following financial statements and information: (i) at Lenders' request, the audited consolidated and consolidating balance sheets sheet of Lessee the Borrower and its Subsidiaries as at December 31, 1996, 2001 and the related consolidated and consolidating statements of income, stockholders' equity income and cash flows of Lessee the Borrower and its Subsidiaries for the fiscal year then ended, (ii) ended and the unaudited consolidated and consolidating balance sheets sheet of Lessee the Borrower and its Subsidiaries as at June 30March 31, 1997 2002 and the related unaudited consolidated and consolidating statements of income, stockholders' equity income and cash flows of Lessee the Borrower and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present present, in all material respects, the financial position condition (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries No Loan Party has (and will not have following the Initial Borrowing Datefunding of the initial Loans) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that that, as of the Closing Date, is not reflected in the foregoing financial statements or the notes thereto and, as of any Funding Date subsequent to the Closing Date, is not reflected in the most recent financial statements delivered to Lenders pursuant to subsection 6.1 or the notes thereto and which that, in any such case case, is material in relation to the business, operations, properties, assets, assets or condition (financial or otherwise) or prospects of Lessee Borrower or any of its Subsidiaries.

Financial Condition. (Aa) Lessee has heretofore delivered to Lessor, Agent and Lenders, The consolidated balance sheet of the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of Lessee Company and its consolidated Subsidiaries as at September 30, 2000 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then ended, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 2000 and the related unaudited consolidated and consolidating statements of income, stockholders' equity income and of cash flows for the three-month period ended on such date, certified by the chief financial officer of Lessee the Company, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months respective three-month period then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position ended (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, subject to changes resulting from audit and normal year-end audit adjustments). Neither Lessee All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or chief financial officer, as the case may be, and as disclosed therein). Except as set forth on Schedule 6.1, neither the Company nor any of its consolidated Subsidiaries has (and will not following had, at the Initial Borrowing Date) have date of the most recent balance sheet referred to above, any Contingent material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment that commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto thereto. During the period from September 30, 2000 to and which in including the date hereof there has been no sale, transfer or other disposition by the Company or any such case is of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the businessconsolidated financial condition of the Company and its consolidated Subsidiaries at September 30, operations2000, properties, assets, condition (financial or otherwise) or prospects other than the sale of Lessee or any inventory in the ordinary course of its Subsidiariesbusiness and as otherwise permitted hereunder.

Financial Condition. The Borrower has made available to the Lender a true and complete copy of each form, report, schedule, registration statement and definitive proxy statement filed by the Borrower with the SEC since January 1, 1997 (A) Lessee has heretofore delivered to Lessor, Agent and Lendersas such documents have since the time of their filing been amended or supplemented, the following "BORROWER SEC DOCUMENTS"), which are all of the documents that the Borrower was required to file with the SEC since January 1, 1997. Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, as of their respective dates, the Borrower SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the Borrower SEC Documents (including all financial statements included therein and information: all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Financial State ments delivered by the Borrower to the Lender comply as to form in all material respects with applicable accounting requirements and with the rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (i) except as may be indicated in the audited consolidated and consolidating balance sheets notes thereto or, in the case of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then ended, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries Financial Statements, as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP permitted by Exchange Act Form 10-Q) and fairly present (subject, in the case of the unaudited Financial Statements, to normal, recurring audit adjustments that, individually and in the aggregate, were not material) the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements Borrower as at the respective dates thereof and the results of each of their operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended. There are no Liabilities of any kind required to be disclosed under GAAP that are not disclosed, subject, reflected or reserved against in the case Financial Statements of any the Borrower, except for such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected Liabilities incurred in the foregoing financial statements ordinary course of business consistent with past practice since the date of the Borrower's most recent audited Financial Statements or as set forth in Section 3.1(d) of the notes thereto and which in any such case is material in relation Company Disclosure Schedule or as would not have a Material Adverse Effect with respect to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its SubsidiariesBorrower.

Financial Condition. (A) Lessee Borrower has heretofore delivered to Lessor, Agent and Lenders, Lenders ------------------- copies of the following financial statements and information: (i) the audited consolidated and consolidating balance sheets sheet of Lessee and its Subsidiaries Borrower as at of December 31, 19961995, and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then ended, (ii) the unaudited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating ended such date; such financial statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) condition of the entities described in Borrower as of such financial statements as at the respective dates thereof date and the results of operations of Borrower for the period ended on such date and have been prepared in accordance with GAAP; except as has been disclosed in writing to Agent and Lenders, as of the date thereof, there were no material obligations, liabilities or Indebtedness (including material contingent and indirect liabilities and obligations and forward or long-term commitments) of Borrower which are not reflected in such financial statements; and no change which constitutes a Material Adverse Effect has occurred in the financial condition or business of Borrower since the date of such financial statements. Borrower has also delivered to Agent and Lenders copies of the balance sheet of Borrower dated as of March 31, 1996 and the related statements of income, and cash flows (on a consolidated andas of such date; such financial statements fairly present the financial condition of Borrower as of such date and have been prepared in accordance with GAAP, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, subject to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any ; except as has been disclosed in writing to Agent and Lenders as of its Subsidiaries has the date thereof, there were no material obligations, liabilities or Indebtedness (including material contingent and will not following the Initial Borrowing Date) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual indirect liabilities and obligations and forward or long-term commitment that is commitments) of Borrower which are not reflected in such financial statements; and no change which constitutes a Material Adverse Effect has occurred in the foregoing financial statements condition or business of Borrower since the notes thereto and which in any date of such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiariesstatements.

Financial Condition. (Aa) Lessee has The audited consolidated balance sheets of each of MGI and its consolidated Subsidiaries as of December 31, 1994, 1995 and 1996 and the audited consolidated statements of earnings, statements of shareholders' equity and statements of cash flows for the years ended December 31, 1994, 1995 and 1996 have heretofore delivered been furnished to Lessor, Agent and Lenders, the following each Lender. The unaudited interim consolidated financial statements and information: of MGI for the nine-month period ended September 30, 1997 have heretofore been furnished to the Lenders. Such financial statements (including the notes thereto) (i) in the case of the financial statements described in the first sentence of this subsection 5.1(a) have been audited consolidated by KPMG Peat Marwick LLP (with respect to the 1994 and consolidating balance sheets of Lessee 1995 financial statements) and its Subsidiaries as at December 31Coopers & Lybrxxx, 1996, and X.L.P. (with respect to the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the fiscal year then ended1996 financial statements), (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby except for in the case of unaudited consolidated and consolidating balance sheets financial statements described in the second sentence of Lessee and its Subsidiaries as at June 30this subsection 5.1(a), 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared absence of footnotes, and (iii) present fairly, in conformity with GAAP and fairly present all material respects, the consolidated financial position (on a consolidated andcondition, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows of MGI and its consolidated Subsidiaries as of such dates and for such periods (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, subject to changes resulting from audit and normal year-end audit adjustments). Neither Lessee nor During the period from December 31, 1996 to and including the Effective Date, except as provided in the Transaction Documents, there has been no sale, transfer or other disposition by MGI and its consolidated Subsidiaries of any material part of the business or property of MGI and its consolidated Subsidiaries, in each case taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of MGI and its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligationconsolidated Subsidiaries, contingent liability or liability for taxestaken as a whole, long-term lease or unusual forward or long-term commitment that in each case, which is not reflected in the foregoing financial statements or in the notes thereto and which or has not otherwise been disclosed in any such case is material in relation a writing to the business, operations, properties, assets, condition (financial Lenders on or otherwise) or prospects of Lessee or any of its Subsidiariesprior to the Effective Date.

Financial Condition. (Aa) Lessee has heretofore delivered to LessorThe audited consolidated and unaudited consolidating balance sheets of the Borrower and its Subsidiaries as of December 31, Agent 1999, and Lenders, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at December 31, 1996, and the related consolidated and unaudited consolidating statements of income, stockholders' equity earnings and statements of cash flows of Lessee the Borrower and its Subsidiaries for the fiscal year then endedyears ended December 31, 1997, December 31, 1998 and December 31, 1999 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) with respect to the consolidated statements only, have been audited by a nationally recognized accounting firm reasonably acceptable to the Agent, (ii) have been prepared in accordance with GAAP consistently applied throughout the unaudited periods covered thereby and (iii) present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating balance sheets of Lessee and its Subsidiaries as at June 30financial condition, 1997 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lessee and its Subsidiaries for the three months then ended. All such statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein Borrower and its Subsidiaries as of such dates and for such periods. The unaudited interim balance sheets of the Borrower and its Subsidiaries as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after June 30, 2000 and prior to the Effective Date for which financial information is available have heretofore been furnished to each Lender. Such interim financial statements for each such period (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except for the absence of footnotes, and (ii) present fairly in all material respects the consolidated and consolidating financial condition, results of operations and cash flows of the periods then endedBorrower and its Subsidiaries as of such dates and for such periods, subjectexcept for recurring annual audit adjustments. During the period from the Closing Date to and including the Effective Date, there has been no sale, transfer or other disposition by any Credit Party of any material part of the business or property of the Credit Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Credit Parties, taken as a whole, in the case of any such unaudited financial statementseach case, to changes resulting from audit and normal year-end adjustments. Neither Lessee nor any of its Subsidiaries has (and will not following the Initial Borrowing Date) have any Contingent Obligationwhich, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or in the notes thereto. Except as disclosed in Schedule 5.1, the balance sheets and the notes thereto included in the foregoing financial statements disclose all material liabilities, actual or contingent, of the Borrower and which in any such case is material in relation to its Subsidiaries as of the business, operations, properties, assets, condition (financial or otherwise) or prospects of Lessee or any of its Subsidiariesdates thereof.