Common use of Financial Matters Clause in Contracts

Financial Matters. The Administrative Agent and the Lenders shall have received: (i) audited financial statements of the Borrower for the three most recent fiscal years of the Borrower ended at least 90 days prior to the Effective Date; (ii) unaudited interim consolidated financial statements of the Borrower for each quarterly period ended after the latest fiscal year referred to in clause (i) above and ended at least 60 days prior to the Effective Date; (iii) annual management prepared financial projections that are reasonably acceptable to the Lead Arrangers (including balance sheets, income statements and cash flow statements) for the Borrower and its Subsidiaries for the five-year period ending (and including) fiscal year 2023 of the Borrower. The Administrative Agent and the Lead Arrangers acknowledge that the management prepared financial projections delivered prior to the date hereof are acceptable; and (iv) a pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of the date of the most recent consolidated balance sheet delivered pursuant to clause (i) above and a pro forma statement of operations for the most recent 12-month period ending on the last day of such period, in each case adjusted to give effect to the consummation of the Transactions and the financings contemplated hereby as if such transactions, with respect to the pro forma balance sheet, had occurred on such date or with respect to the pro forma statements of operations, had occurred on the first day of the most recently completed fiscal year, and consistent in all material respects with the forecasts previously provided to the Administrative Agent and the Lead Arrangers.

Financial Matters. The Administrative (a) OCA has heretofore furnished to the Agent and the Lenders shall have received: copies of (i) the audited financial consolidated balance sheets of OCA and its Subsidiaries as of December 31, 1997 and 1996, and the related statements of the Borrower income, cash flows and stockholders' equity for the three most recent fiscal years then ended and for the fiscal year ended December 31, 1995, together with the opinion of the Borrower ended at least 90 days prior to the Effective Date; Ernst & Young LLP thereon, and (ii) the unaudited interim consolidated balance sheet of OCA and its Subsidiaries as of June 30, 1998, and the related statements of income, cash flows and stockholders' equity for the six-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly the financial condition of OCA and its Subsidiaries on a consolidated basis as of the Borrower for each quarterly period ended after respective dates thereof and the latest fiscal year referred to in clause (i) above and ended at least 60 days prior to the Effective Date; (iii) annual management prepared financial projections that are reasonably acceptable to the Lead Arrangers (including balance sheets, income statements and cash flow statements) for the Borrower consolidated results of operations of OCA and its Subsidiaries for the five-year period ending (and including) fiscal year 2023 of the Borrowerrespective periods then ended. The Administrative Agent and the Lead Arrangers acknowledge that the management prepared financial projections delivered prior to the date hereof are acceptable; and (iv) a pro forma consolidated balance sheet of the Borrower and its Subsidiaries Except as of the date of fully reflected in the most recent consolidated balance sheet delivered pursuant financial statements referred to clause (i) above and the notes thereto, there are no material liabilities or obligations with respect to OCA or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) OCA has prepared, and has heretofore furnished to the Agent a pro forma statement copy of, annual projected balance sheets and statements of operations income and cash flows of OCA for the most recent 12-month period ending on the last day of such periodMarch 31, in each case adjusted to give 2003, giving effect to the consummation of the Transactions transactions contemplated by this Agreement, the initial extensions of credit hereunder, and the financings contemplated hereby as if such transactions, with respect payment of transaction fees and expenses related to the pro forma balance sheetforegoing (the "Projections"). In the opinion of management of OCA, had occurred on such the assumptions used in the preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date or with respect hereof. The Projections have been prepared in good faith by the executive and financial personnel of OCA, are complete and represent a reasonable estimate of the future performance and financial condition of OCA, subject to the pro forma statements uncertainties and approximations inherent in any projections. (c) Each of operationsOCA and its Subsidiaries, had occurred on after giving effect to the first day consummation of the most recently completed fiscal yeartransactions contemplated hereby, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to become absolute and matured), and consistent in all material respects with the forecasts previously provided (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to the Administrative Agent pay such debts and the Lead Arrangersliabilities as they mature.

Financial Matters. (a) The Administrative Borrower has heretofore furnished to the Agent and the Lenders shall have received: copies of (i) the audited financial statements consolidated balance sheets of the Borrower for the three most recent fiscal years of the Borrower ended at least 90 days prior to the Effective Date; (ii) unaudited interim consolidated financial statements of the Borrower for each quarterly period ended after the latest fiscal year referred to in clause (i) above and ended at least 60 days prior to the Effective Date; (iii) annual management prepared financial projections that are reasonably acceptable to the Lead Arrangers (including balance sheets, income statements and cash flow statements) for the Borrower and its Subsidiaries as of December 31, 2002, and the related statements of income, cash flows and stockholders’ equity for the five-year period ending fiscal years then ended, together with the opinion of Ernst & Young LLP thereon, and (and includingii) fiscal year 2023 of the Borrower. The Administrative Agent and the Lead Arrangers acknowledge that the management prepared financial projections delivered prior to the date hereof are acceptable; and (iv) a pro forma unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2003, and the date related statements of income, cash flows and stockholders’ equity for the three (3)-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent consolidated balance sheet delivered pursuant financial statements referred to clause (i) above and the notes thereto as of the Closing Date, there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) The Borrower has prepared, and has heretofore furnished to the Agent a pro forma statement copy of, annual projected balance sheets and statements of operations income and cash flows of the Borrower for the most recent 12three-month year period beginning with the year ending on December 31, 2003, giving effect to the last day initial extensions of such periodcredit made under this Agreement, including, without limitation, the assumption of the Existing Letters of Credit under this Agreement, and the payment of transaction fees and expenses related to the foregoing (the “Projections”). In the opinion of management of the Borrower, the assumptions used in each case adjusted the preparation of the Projections were fair, complete and reasonable when made and continue to give be fair, complete and reasonable as of the Closing Date. The Projections have been prepared in good faith by the executive and financial personnel of the Borrower, are complete as of the Closing Date and represent as of the Closing Date a reasonable estimate of the future performance and financial condition of the Borrower, subject to the uncertainties and approximations inherent in any projections. (c) Each of the Borrower and its Subsidiaries, after giving effect to the consummation of the Transactions transactions contemplated hereby, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the financings contemplated hereby amount required to pay the probable liability on its existing debts as if such transactionsthey become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, with respect valued at the amount that can reasonably be expected to the pro forma balance sheet, had occurred on such date or with respect to the pro forma statements of operations, had occurred on the first day of the most recently completed fiscal yearbecome absolute and matured), and consistent in all material respects with the forecasts previously provided (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to the Administrative Agent pay such debts and the Lead Arrangersliabilities as they mature.

Financial Matters. The Administrative (A) Borrower has heretofore furnished to the Agent and the Lenders shall have received: copies of (i) the audited financial consolidated balance sheets of Borrower and its Subsidiaries as of December 31, 2000 and January 2, 2000, and the related consolidated statements of the Borrower operations, stockholders' equity and cash flows for the three most recent fiscal years three-year period ended December 31, 2000, together with the opinion of the Borrower ended at least 90 days prior to the Effective Date; Ernst & Young thereon, and (ii) the unaudited interim consolidated balance sheet of Borrower and its Subsidiaries as of April 1, 2001, and the related consolidated statements of operations, stockholders' equity and cash flows for the three-month period then ended. Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles and to normal year-end audit adjustments) and present fairly the financial condition of Borrower and its Subsidiaries on a consolidated basis as of the Borrower for each quarterly period ended after respective dates thereof and the latest fiscal year referred to in clause (i) above and ended at least 60 days prior to the Effective Date; (iii) annual management prepared financial projections that are reasonably acceptable to the Lead Arrangers (including balance sheets, income statements and cash flow statements) for the consolidated results of operations of Borrower and its Subsidiaries for the five-year period ending (and including) fiscal year 2023 of respective periods then ended. Except for the Borrower. The Administrative Agent Video Update Acquisition or as fully reflected in the most recent financial statements referred to above and the Lead Arrangers acknowledge that the management prepared financial projections delivered prior notes thereto, there are no material liabilities or obligations with respect to the date hereof are acceptable; andBorrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (ivB) a pro forma consolidated balance sheet Each of the Borrower and its Subsidiaries as of the date of the most recent consolidated balance sheet delivered pursuant to clause (i) above and a pro forma statement of operations for the most recent 12-month period ending on the last day of such periodSubsidiaries, in each case adjusted to give after giving effect to the consummation of the Transactions and the financings transactions contemplated hereby as if such transactionshereby, with respect to the pro forma balance sheet, had occurred on such date or with respect to the pro forma statements of operations, had occurred on the first day of the most recently completed fiscal year, and consistent in all material respects with the forecasts previously provided to the Administrative Agent and the Lead Arrangerswill be Solvent.

Financial Matters. (a) The Administrative Borrower has heretofore furnished to the Agent and the Lenders shall have received: copies of (i) the audited financial statements as of the Borrower for the three most recent fiscal years of the Borrower ended at least 90 days prior to the Effective Date; December 31, 1999, and (ii) the unaudited interim consolidated financial statements of the Borrower for each quarterly period ended after the latest fiscal year referred to in clause (i) above and ended at least 60 days prior to the Effective Date; (iii) annual management prepared financial projections that are reasonably acceptable to the Lead Arrangers (including balance sheets, income statements and cash flow statements) for the Borrower and its Subsidiaries for the five-year period ending (and including) fiscal year 2023 of the Borrower. The Administrative Agent and the Lead Arrangers acknowledge that the management prepared financial projections delivered prior to the date hereof are acceptable; and (iv) a pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 1999, and the date related statements of income and cash flows for the twelve-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent consolidated balance sheet delivered pursuant financial statements referred to clause (i) above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) The Borrower has prepared, and has heretofore furnished to the Agent a pro forma statement copy of, annual projected balance sheets and statements of operations income and cash flows of the Borrower for the most recent 12-month period ending on years ended December 31, 2000 through December 31, 2003, giving effect to the last day extensions of such periodcredit made under this Agreement, and the payment of transaction fees and expenses related to the foregoing (the "Projections"). In the opinion of management of the Borrower, the assumptions used in each case adjusted the preparation of the Projections were fair, complete and reasonable when made and continue to give be fair, complete and reasonable as of the date hereof. The Projections have been prepared in good faith by the executive and financial personnel of the Borrower, are complete and represent a reasonable estimate of the future performance and financial condition of the Borrower, subject to the uncertainties and approximations inherent in any projections. (c) Each of the Borrower and its Subsidiaries, after giving effect to the consummation of the Transactions transactions contemplated hereby, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the financings contemplated hereby amount required to pay the probable liability on its existing debts as if such transactionsthey become absolute and matured and (z) greater than the total amount of its liabilities (including identified Contingent Obligations, with respect valued at the amount that can reasonably be expected to the pro forma balance sheet, had occurred on such date or with respect to the pro forma statements of operations, had occurred on the first day of the most recently completed fiscal yearbecome absolute and matured), and consistent in all material respects with the forecasts previously provided (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to the Administrative Agent pay such debts and the Lead Arrangersliabilities as they mature.

Financial Matters. (a) The Administrative Borrower has heretofore furnished to the Agent and the Lenders shall have received: copies of (i) the audited financial statements as of the Borrower for the three most recent fiscal years of the Borrower ended at least 90 days prior to the Effective Date; December 31, 1997, and (ii) the unaudited interim consolidated financial statements of the Borrower for each quarterly period ended after the latest fiscal year referred to in clause (i) above and ended at least 60 days prior to the Effective Date; (iii) annual management prepared financial projections that are reasonably acceptable to the Lead Arrangers (including balance sheets, income statements and cash flow statements) for the Borrower and its Subsidiaries for the five-year period ending (and including) fiscal year 2023 of the Borrower. The Administrative Agent and the Lead Arrangers acknowledge that the management prepared financial projections delivered prior to the date hereof are acceptable; and (iv) a pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 1998, and the date related statements of the most recent consolidated balance sheet delivered pursuant to clause (i) above income and a pro forma statement of operations cash flows for the most recent 12twelve-month period ending on the last day of such period, then ended. Such financial statements have been prepared in each case adjusted to give effect to the consummation of the Transactions and the financings contemplated hereby as if such transactionsaccordance with GAAP (subject, with respect to the pro forma balance sheetunaudited financial statements, had occurred to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly the financial condition of the Borrower and its Subsidiaries on such date a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the pro forma Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) The Borrower has prepared, and has heretofore furnished to the Agent a copy of, annual projected balance sheets and statements of operations, had occurred on the first day income and cash flows of the most recently completed fiscal yearBorrower for the years ended December 31, 1999 through December 31, 2002, giving effect to the extensions of credit made under this Agreement, and consistent in all material respects with the forecasts previously provided payment of transaction fees and expenses related to the Administrative Agent foregoing (the "Projections"). In the opinion of management of the Borrower, the assumptions used in the preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the Lead Arrangers.date hereof. The Projections have been prepared in good faith by the executive

Financial Matters. (a) The Administrative Borrower has heretofore furnished to the Agent and the Lenders shall have received: copies of (i) the audited financial statements consolidated balance sheets of the Borrower for the three most recent fiscal years of the Borrower ended at least 90 days prior to the Effective Date; (ii) unaudited interim consolidated financial statements of the Borrower for each quarterly period ended after the latest fiscal year referred to in clause (i) above and ended at least 60 days prior to the Effective Date; (iii) annual management prepared financial projections that are reasonably acceptable to the Lead Arrangers (including balance sheets, income statements and cash flow statements) for the Borrower and its Subsidiaries as of January 4, 1998, January 5, 1997 and December 31, 1995, and the related statements of income and cash flows for the five-year period ending fiscal years ended January 4, 1998, January 5, 1997 and December 31, 1995, together with the opinion of Ernst & Young thereon, and (and includingii) fiscal year 2023 of the Borrower. The Administrative Agent and the Lead Arrangers acknowledge that the management prepared financial projections delivered prior to the date hereof are acceptable; and (iv) a pro forma unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of October 4, 1998, and the date related statements of income and cash flows for the three-month and nine-month periods then ended, respectively. Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles and to normal year-end audit adjustments) and present fairly the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent consolidated balance sheet delivered pursuant financial statements referred to clause (i) above and a pro forma statement the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of operations for its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) Each of the most recent 12-month period ending on the last day of such periodBorrower and its Subsidiaries, in each case adjusted to give after giving effect to the consummation of the Transactions transactions contemplated hereby, (i) will have capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) will have assets with a fair saleable value, determined on a going concern basis, (y) not less than the financings contemplated hereby amount required to pay the probable liability on its existing debts as if such transactionsthey become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, with respect valued at the amount that can reasonably be expected to the pro forma balance sheet, had occurred on such date or with respect to the pro forma statements of operations, had occurred on the first day of the most recently completed fiscal yearbecome absolute and matured), and consistent in all material respects with the forecasts previously provided (iii) will not intend to, and will not believe that it will, incur debts or liabilities beyond its ability to the Administrative Agent pay such debts and the Lead Arrangersliabilities as they mature.

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent and the Lenders shall have received: (i) audited financial statements copies of the Borrower for the three most recent fiscal years of the Borrower ended at least 90 days prior to the Effective Date; (ii) unaudited interim consolidated financial statements of the Borrower for each quarterly period ended after the latest fiscal year referred to in clause (i) above and ended at least 60 days prior to the Effective Date; (iii) annual management prepared financial projections that are reasonably acceptable to the Lead Arrangers (including balance sheets, income statements and cash flow statements) for the Borrower and its Subsidiaries for the five-year period ending (and including) fiscal year 2023 of the Borrower. The Administrative Agent and the Lead Arrangers acknowledge that the management prepared financial projections delivered prior to the date hereof are acceptable; and (iv) a pro forma audited consolidated balance sheet sheets of the Borrower and its Subsidiaries as of December 31, 1998, 1997, and 1996, and the date related statements of income, cash flows and stockholders' equity for the fiscal years then ended, together with the opinion of Ernst & Young, LLP thereon. Such financial statements have been prepared in accordance with GAAP and present fairly the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent consolidated financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) The unaudited pro forma balance sheet of the Borrower as of December 31, 1998, a copy of which has heretofore been delivered pursuant to clause (i) above and a the Administrative Agent, gives pro forma statement of operations for the most recent 12-month period ending on the last day of such period, in each case adjusted to give effect to the consummation of the Transactions and the financings contemplated hereby Transactions, all as if such transactions, with respect to the pro forma balance sheet, events had occurred on such date or (the "Pro Forma Balance Sheet"). The Pro Forma Balance Sheet has been prepared in accordance with respect GAAP (subject to the absence of footnotes required by GAAP and subject to normal year-end adjustments) and, subject to stated assumptions made in good faith and having a reasonable basis set forth therein, presents fairly the financial condition of the Borrower on an unaudited pro forma statements of operations, had occurred on the first day basis as of the most recently completed fiscal year, and consistent in all material respects with the forecasts previously provided date set forth therein after giving effect to the Administrative Agent and consummation of the Lead Arrangerstransactions described above.

Financial Matters. (a) The Administrative Borrower has heretofore furnished to the Agent and copies of the Lenders shall have received: (i) audited financial statements consolidated balance sheets of the Borrower and its Subsidiaries (as of the applicable date) as of December 31, 1999, 1998, and 1997, and the related statements of income, cash flows and stockholders' equity for the three most recent fiscal years then ended, together with the opinion of KPMG, LLP thereon. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly the financial condition of the Borrower ended at least 90 days prior to the Effective Date; (ii) unaudited interim and its Subsidiaries on a consolidated financial statements basis as of the Borrower for each quarterly period ended after respective dates thereof and the latest fiscal year referred to in clause (i) above and ended at least 60 days prior to the Effective Date; (iii) annual management prepared financial projections that are reasonably acceptable to the Lead Arrangers (including balance sheets, income statements and cash flow statements) for consolidated results of operations of the Borrower and its Subsidiaries for the five-year period ending (and including) fiscal year 2023 of respective periods then ended. Except as fully reflected in the Borrower. The Administrative Agent most recent financial statements referred to above and the Lead Arrangers acknowledge that the management prepared financial projections delivered prior notes thereto, there are no material liabilities or obligations with respect to the date hereof are acceptable; andBorrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (ivb) a The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 1999, a copy of which has heretofore been delivered to the Agent, gives pro forma effect to the initial extensions of credit made under this Agreement, and the payment of transaction fees and expenses related to the foregoing, all as if such events had occurred on such date (the "Pro Forma Balance Sheet"). The Pro Forma Balance Sheet has been prepared in accordance with GAAP (subject to the absence of footnotes required by GAAP and subject to normal year-end adjustments) and, subject to stated assumptions made in good faith and having a reasonable basis set forth therein, presents fairly the financial condition of the Borrower and its Subsidiaries on an unaudited pro forma basis as of the date of the most recent consolidated balance sheet delivered pursuant to clause (i) above and a pro forma statement of operations for the most recent 12-month period ending on the last day of such period, in each case adjusted to give set forth therein after giving effect to the consummation of the Transactions and the financings contemplated hereby as if such transactions, with respect to the pro forma balance sheet, had occurred on such date or with respect to the pro forma statements of operations, had occurred on the first day of the most recently completed fiscal year, and consistent in all material respects with the forecasts previously provided to the Administrative Agent and the Lead Arrangerstransactions described above.

Financial Matters. The (a) Matria has heretofore furnished to the Administrative Agent and the Lenders shall have received: copies of (i) the audited financial consolidated balance sheets of Matria and its Subsidiaries as of December 31, 2000 and 1999, and the related statements of the Borrower income, cash flows and stockholders' equity for the three most recent fiscal years then ended, together with the opinion of the Borrower ended at least 90 days prior to the Effective Date; KPMG Peat Marwick LLP thereon, and (ii) the unaudited interim consolidated balance sheet of Matria and its Subsidiaries as of March 31, 2001, and the related statements of income, cash flows and stockholders' equity for the three-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly the financial condition of Matria and its Subsidiaries on a consolidated basis as of the Borrower for each quarterly period ended after respective dates thereof and the latest fiscal year referred to in clause (i) above and ended at least 60 days prior to the Effective Date; (iii) annual management prepared financial projections that are reasonably acceptable to the Lead Arrangers (including balance sheets, income statements and cash flow statements) for the Borrower consolidated results of operations of Matria and its Subsidiaries for the five-year respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to Matria or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) Matria has prepared, and has heretofore furnished to the Administrative Agent a copy of, annual projected balance sheets and statements of income and cash flows of Matria for the period ending (and including) fiscal year 2023 December 31, 2004, giving effect to the issuance of the Borrower. The Administrative Agent Senior Notes, the consummation of the Gainxx Xxxnsaction and the Lead Arrangers acknowledge that transactions contemplated by this Agreement and the management prepared financial projections delivered prior payment of transaction fees and expenses related to the date hereof are acceptable; and foregoing (iv) a pro forma consolidated balance sheet the "Projections"). In the opinion of management of Matria, the assumptions used in the preparation of the Borrower Projections were fair, complete and its Subsidiaries reasonable when made and continue to be fair, complete and reasonable as of the date hereof. The Projections have been prepared in good faith by the executive and financial personnel of Matria, are complete and represent a reasonable estimate of the most recent consolidated balance sheet delivered pursuant future performance and financial condition of Matria, subject to clause the uncertainties and approximations inherent in any projections. (ic) above Each of Matria and a pro forma statement of operations for the most recent 12-month period ending on the last day of such periodits Subsidiaries, in each case adjusted to give after giving effect to the issuance of the Senior Notes and the consummation of the Transactions Gainxx Xxxnsaction and the financings other transactions contemplated hereby by this Agreement, (i) has capital sufficient to carry on its businesses as if such transactionsconducted and as proposed to be conducted, (ii) has assets with respect a fair saleable value, determined on a going concern basis, (y) not less than the amount required to pay the pro forma balance sheetprobable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, had occurred on such date or with respect valued at the amount that can reasonably be expected to the pro forma statements of operations, had occurred on the first day of the most recently completed fiscal yearbecome absolute and matured), and consistent in all material respects with the forecasts previously provided (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to the Administrative Agent pay such debts and the Lead Arrangersliabilities as they mature.

Financial Matters. The Borrower has heretofore furnished to ----------------- the Administrative Agent and the Lenders shall have received: copies of (i) the audited financial statements consolidated balance sheets of the Borrower for the three most recent fiscal years of the Borrower ended at least 90 days prior to the Effective Date; (ii) unaudited interim consolidated financial statements of the Borrower for each quarterly period ended after the latest fiscal year referred to in clause (i) above and ended at least 60 days prior to the Effective Date; (iii) annual management prepared financial projections that are reasonably acceptable to the Lead Arrangers (including balance sheets, income statements and cash flow statements) for the Borrower and its Subsidiaries as of December 31, 1995, 1994, and 1993, and the related statements of income, stockholders' equity and cash flows for the five-year period ending fiscal years then ended, together with the opinion of KPMG Peat Marwick thereon, and (and includingii) fiscal year 2023 of the Borrower. The Administrative Agent and the Lead Arrangers acknowledge that the management prepared financial projections delivered prior to the date hereof are acceptable; and (iv) a pro forma unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 1996, and the date related statements of the most recent consolidated balance sheet delivered pursuant to clause (i) above income, stockholders' equity and a pro forma statement of operations cash flows for the most recent 12nine-month period ending on the last day of such period, then ended. Such financial statements have been prepared in each case adjusted to give effect to the consummation of the Transactions and the financings contemplated hereby as if such transactionsaccordance with Generally Accepted Accounting Principles (subject, with respect to the pro forma balance sheetunaudited financial statements, had occurred to the absence of notes required by Generally Accepted Accounting Principles and to normal year-end audit adjustments) and present fairly the financial condition of the Borrower and its Subsidiaries on such date a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the pro forma statements Borrower or any of operationsits Subsidiaries of any nature whatsoever (whether absolute, had occurred on the first day of the most recently completed fiscal year, contingent or otherwise and consistent in all material respects with the forecasts previously provided to the Administrative Agent and the Lead Arrangerswhether or not due).

Financial Matters. (a) The Administrative Borrower has heretofore furnished to the Agent and the Lenders shall have received: copies of (i) audited the financial statements of filed with the Borrower for the three most recent fiscal years of the Borrower ended at least 90 days prior to the Effective Date; Borrower's registration statement on Form S-1, and (ii) the unaudited interim consolidated financial statements of the Borrower for each quarterly period ended after the latest fiscal year referred to in clause (i) above and ended at least 60 days prior to the Effective Date; (iii) annual management prepared financial projections that are reasonably acceptable to the Lead Arrangers (including balance sheets, income statements and cash flow statements) for the Borrower and its Subsidiaries for the five-year period ending (and including) fiscal year 2023 of the Borrower. The Administrative Agent and the Lead Arrangers acknowledge that the management prepared financial projections delivered prior to the date hereof are acceptable; and (iv) a pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 1997, and the date related statements of income and cash flows for the nine-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent consolidated balance sheet delivered pursuant financial statements referred to clause (i) above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) The Borrower has prepared, and has heretofore furnished to the Agent a pro forma statement copy of, annual projected balance sheets and statements of operations income and cash flows of the Borrower for the most recent 12-month period ending on years ended December 31, 1997 and December 31, 1998, giving effect to the last day initial extensions of such periodcredit made under this Agreement, and the payment of transaction fees and expenses related to the foregoing (the "Projections"). In the opinion of management of the Borrower, the assumptions used in each case adjusted the preparation of the Projections were fair, complete and reasonable when made and continue to give be fair, complete and reasonable as of the date hereof. The Projections have been prepared in good faith by the executive and financial personnel of the Borrower, are complete and represent a reasonable estimate of the future performance and financial condition of the Borrower, subject to the uncertainties and approximations inherent in any projections. (c) Each of the Borrower and its Subsidiaries, after giving effect to the consummation of the Transactions transactions contemplated hereby, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the financings contemplated hereby amount required to pay the probable liability on its existing debts as if such transactionsthey become absolute and matured and (z) greater than the total amount of its liabilities (including identified Contingent Obligations, with respect valued at the amount that can reasonably be expected to the pro forma balance sheet, had occurred on such date or with respect to the pro forma statements of operations, had occurred on the first day of the most recently completed fiscal yearbecome absolute and matured), and consistent in all material respects with the forecasts previously provided (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to the Administrative Agent pay such debts and the Lead Arrangersliabilities as they mature.

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent and the Lenders shall have received: copies of (i) the audited financial statements consolidated balance sheets of the Borrower for the three most recent fiscal years of the Borrower ended at least 90 days prior to the Effective Date; (ii) unaudited interim consolidated financial statements of the Borrower for each quarterly period ended after the latest fiscal year referred to in clause (i) above and ended at least 60 days prior to the Effective Date; (iii) annual management prepared financial projections that are reasonably acceptable to the Lead Arrangers (including balance sheets, income statements and cash flow statements) for the Borrower and its Subsidiaries as of December 31, 2002, 2001 and 2000 and the related statements of income, stockholders’ equity and cash flows for the five-year period ending fiscal years then ended, together with the opinion of PricewaterhouseCoopers thereon, and (and includingii) fiscal year 2023 of the Borrower. The Administrative Agent and the Lead Arrangers acknowledge that the management prepared financial projections delivered prior to the date hereof are acceptable; and (iv) a pro forma unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2003, and the date related statements of the most recent consolidated balance sheet delivered pursuant to clause (i) above income, stockholders’ equity and a pro forma statement of operations cash flows for the most recent 12six-month period ending on the last day of such period, then ended. Such financial statements have been prepared in each case adjusted to give effect to the consummation of the Transactions and the financings contemplated hereby as if such transactionsaccordance with GAAP (subject, with respect to the pro forma balance sheetunaudited financial statements, had occurred to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly the financial condition of the Borrower and its Subsidiaries on such date a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the pro forma statements Borrower or any of operationsits Subsidiaries of any nature whatsoever (whether absolute, had occurred on the first day of the most recently completed fiscal yearcontingent or otherwise and whether or not due). (b) The Borrower has prepared, and consistent in all material respects with the forecasts previously provided has heretofore furnished to the Administrative Agent a copy of, annual projected balance sheets and statements of income of the Borrower for the three-year period beginning with the year ending December 31, 2003, giving effect to the initial extensions of credit made under this Agreement, and the Lead Arrangerspayment of transaction fees and expenses related to the foregoing (the “Projections”). In the opinion of management of the Borrower, the assumptions used in the preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date hereof. The Projections have been prepared in good faith by the executive and financial personnel of the Borrower, are complete and represent a reasonable estimate of the future performance and financial condition of the Borrower, subject to the uncertainties and approximations inherent in any projections. (c) The Borrower has heretofore furnished to the Administrative Agent copies of (i) the Annual Statements of each Insurance Subsidiary as of December 31, 2002, 2001 and 2000 and for the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority, and (ii) the Quarterly Statements of each Insurance Subsidiary as of June 30, 2003, and for the six-month period then ended, each as filed with the relevant Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”). The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared, in all material respects, in accordance with SAP (except as may be reflected in the notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year-end adjustments), were in all material respects, in compliance with applicable Requirements of Law when filed and present fairly the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with SAP, would have been required to have been disclosed or provided for in such Historical Statutory Statements. All books of account of each Insurance Subsidiary fully and fairly disclose all of its material transactions, properties, assets, investments, liabilities and obligations, are in its possession and are true, correct and complete in all material respects.