Common use of Financial Information; Absence of Undisclosed Liabilities Clause in Contracts

Financial Information; Absence of Undisclosed Liabilities. The financial statements of the Borrower and its Subsidiaries and the Parent and its Subsidiaries furnished to each Agent and each Lender pursuant to clause (a) of Section 6.1.5 have been prepared in accordance with GAAP consistently applied, and present fairly the consolidated financial condition of the corporations covered thereby as at the dates thereof and the results of their operations for the periods then ended. To the best knowledge of the Parent and the Borrower, neither the Parent and its Subsidiaries nor the Borrower and its Subsidiaries had any material liabilities (matured or unmatured, fixed or contingent) that were not fully reflected or provided for on the financial statements delivered pursuant to clause (a) of Section 6.1.5, whether or not required by GAAP to be shown on such financial statements. The pro forma balance sheet delivered pursuant to clause (b) of Section 6.1.5 have been prepared in accordance with the requirements of GAAP for the preparation of pro forma financial statements. All balance sheets, all statements of operations, shareholders' equity and cash flow and all other financial information of each of the Borrower and its Subsidiaries and the Parent and its Subsidiaries furnished pursuant to Section 8.1.1 have been and will for periods following the Effective Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the corporations covered thereby as at the dates thereof and the results of their operations for the periods then ended.

Financial Information; Absence of Undisclosed Liabilities. The financial statements of the Borrower and its Subsidiaries and the Parent and its Subsidiaries furnished to each Agent and each Lender pursuant to clause (a) of Section 6.1.5 4.8 of the Assignment and Amendment Agreement have been prepared in accordance with GAAP consistently applied, and present fairly the consolidated financial condition of the corporations covered thereby as at the dates thereof and the results of their operations for the periods then ended. To the best knowledge of the Parent and the Borrower, neither the Parent and its Subsidiaries nor the Borrower and its Subsidiaries had did not have any material liabilities (matured or unmatured, fixed or contingent) that were not fully reflected or provided for on the financial statements delivered pursuant to clause clauses (a) and (b) of Section 6.1.54.8 of the Assignment and Amendment Agreement, whether or not required by GAAP to be shown on such financial statements. The pro forma balance sheet sheets delivered pursuant to clause (bc) of Section 6.1.5 4.8 of the Assignment and Amendment Agreement have been prepared in accordance with the requirements of GAAP for the preparation of pro forma financial statements. All balance sheets, all statements of operations, shareholders' equity and cash flow and all other financial information of each of the Borrower and its Subsidiaries and the Parent and its Subsidiaries furnished pursuant to Section 8.1.1 have been and will for periods following the Effective Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the corporations covered thereby as at the dates thereof and the results of their operations for the periods then ended.

Financial Information; Absence of Undisclosed Liabilities. The financial statements Financial Statements of the Borrower and its Subsidiaries contained in the Borrower's Forms 10-Q and 10-K that were filed with the Securities and Exchange Commission for the Fiscal Quarter ending March 31, 2002 and the Parent and its Subsidiaries furnished to each Agent and each Lender pursuant to clause (a) of Section 6.1.5 Fiscal Year ending December 31, 2001, respectively, have been prepared in accordance with GAAP consistently applied, and present fairly in all material respects the consolidated financial condition of the corporations such Persons covered thereby as at the dates date thereof and the results of their operations for the periods period then ended. To the best knowledge of the Parent and the Borrower, neither the Parent and its Subsidiaries nor the Borrower and its Subsidiaries had did not have any material liabilities (matured or unmatured, fixed or contingent) that were not fully reflected or provided for on the financial statements delivered pursuant to clause (a) of Section 6.1.5Financial Statements contained in such Forms 10-Q and 10-K, whether or not required by GAAP to be shown on such financial statements. The pro forma balance sheet delivered pursuant to clause (b) of Section 6.1.5 have been prepared in accordance with the requirements of GAAP for the preparation of pro forma financial statementsFinancial Statements. All balance sheets, all statements of operations, shareholders' equity and cash flow and all other financial information of each of the Borrower and its Subsidiaries and the Parent and its Subsidiaries furnished pursuant to Section 8.1.1 (and subject to the qualifications set forth in such Section) have been and will for periods following the Effective Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly in all material respects the consolidated financial condition of the corporations such Persons covered thereby as at the dates thereof and the results of their operations for the periods then ended.

Financial Information; Absence of Undisclosed Liabilities. The financial statements of the each Borrower and its Subsidiaries and the Parent and its Subsidiaries furnished to each Agent and each Lender pursuant to clause clauses (a) and (b) of Section 6.1.5 have been prepared in accordance with GAAP consistently applied, and present fairly fairly, in all material respects, the consolidated financial condition of the corporations entities covered thereby as at the dates thereof and the results of their operations for the periods then ended. To the best knowledge of Neither the Parent and the Borrower, neither the Parent and its Subsidiaries nor the Borrower and any of its Subsidiaries had any material liabilities (matured or unmatured, fixed or contingent) that were not fully reflected or provided for on the financial statements delivered pursuant to clause (a) and (b) of Section 6.1.5, whether or not required by GAAP to be shown on in such financial statements, except as set forth in Item 7.5 ("Liabilities") of the Disclosure Schedule. The pro forma balance sheet Pro Forma Balance Sheet delivered pursuant to clause (bc) of Section 6.1.5 have has been prepared in accordance with the -71- 80 requirements of GAAP for Regulation S-X and utilizing accounting principles that when applied to the preparation of Transaction provide a reasonable basis on which to present unaudited pro forma financial statementsdata. All balance sheets, all statements of operations, shareholders' equity and cash flow and all other financial information of each of the Borrower and its Subsidiaries and the Parent and its Subsidiaries furnished pursuant to Section 8.1.1 have been and will for periods following the Effective Date be prepared in accordance with GAAP consistently applied, and do or will present fairly fairly, in all material respects, the consolidated financial condition of the corporations entities covered thereby as at the dates thereof and the results of their operations for the periods then ended.