Common use of Financial Statements and Condition Clause in Contracts

Financial Statements and Condition. (a) The audited consolidated balance sheets of Borrower as of the Fiscal Year ended September 30, 2009, and the related statements of operation, stockholders equity and cash flows (including supporting footnote disclosures) for the Fiscal Years then ended, with the opinion of EFP Xxxxxxxxx, all heretofore furnished to the Lender, have been prepared in accordance with GAAP consistently applied throughout the periods indicated, are all true and correct in all material respects and present fairly the financial condition of IEC and IECW&C at the date of said financial statements and the results of operations for the Fiscal Year then ended. The internally prepared balance sheet of GTC for the Fiscal Year-to-date and October, 2009 Fiscal Month end, and the related statements of operation, stockholders equity and cash flows for the periods then ended, all heretofore furnished to the Lender, have been prepared in accordance with GAAP (absent footnote disclosures and customary year end adjustments) consistently applied throughout the periods indicated, are all true and correct in all material respects and present fairly the financial condition of GTC at the date of said financial statements and the results of GTC operations for the fiscal period then ending. The internally prepared balance sheet for the Credit Parties as of the October, 2009 Fiscal Month end is true and correct in all material respects and fairly represents the information therein applicable to the Closing Date Borrowing Base Certificate of the Credit Parties. The financial statements described in this Section 9.6 are collectively called the “Financial Statements”. The Credit Parties as of such dates did not have any significant liabilities, contingent or otherwise, including liabilities for taxes or any unusual forward or long-term commitments which were not disclosed by or reserved against in the Financial Statements, and at the present time there are no material unrealized or anticipated losses from any unfavorable commitments of the Credit Parties. (b) On and as of the date of this Agreement, and after giving effect to all Debt (including the Loans) and Liens created by the Credit Parties in connection therewith and the GTC Transaction, (i) the sum of the assets, at a fair valuation, of the Borrower (standing alone) and the Credit Parties (taken as a whole) will exceed its and their debts, (ii) the Borrower (standing alone) and the Credit Parties (taken as a whole) has and have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their ability to pay such debts as such debts mature, and (iii) the Borrower (standing alone) and the Credit Parties (taken as a whole) will have sufficient capital with which to conduct its and their respective businesses. For purposes of this Section 9.6(b), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Statements and Condition. (a) The Borrower has heretofore furnished to each of the Banks audited Consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of December 31, 1996 and unaudited condensed Consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related audited (or, in the case of the fiscal period ended June 30, 1997, unaudited condensed) Consolidated statements of income, Consolidated statements of stockholders' equity and Consolidated statements of cash flows for each of the fiscal periods then ended, together with related notes and supplemental information. The audited consolidated balance sheets sheet, statement of Borrower income, statement of stockholders' equity and statement of cash flows are referred to herein as the "Audited Financial Statements." The unaudited condensed consolidated balance sheet, statement of income, statement of stockholders' equity and statement of cash flows are referred to herein as the Fiscal Year ended September 30, 2009, "Unaudited Financial Statements." The Audited Financial Statements and the related statements of operation, stockholders equity and cash flows (including supporting footnote disclosures) for the Fiscal Years then ended, with the opinion of EFP Xxxxxxxxx, all heretofore furnished to the Lender, have been notes thereto were prepared in accordance with GAAP generally accepted accounting principles consistently applied throughout applied, and present fairly the Consolidated financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of the dates and for the periods indicated, and such balance sheets and related notes show all known direct liabilities and all known contingent liabilities of a material nature of the Borrower and its Consolidated Subsidiaries as of such dates which are all true and correct required to be included in all material respects and present fairly the financial condition of IEC and IECW&C at the date of said such financial statements and the notes thereto in accordance with generally accepted accounting principles. The Unaudited Financial Statements reflect all adjustments (consisting only of normal accounting adjustments) which in the opinion of management of the Borrower are necessary for a fair presentation of the financial position, results of operations for the Fiscal Year then ended. The internally prepared balance sheet of GTC for the Fiscal Year-to-date and October, 2009 Fiscal Month end, and the related statements of operation, stockholders equity and cash flows for the periods then ended, all heretofore furnished to the Lender, have been prepared in accordance with GAAP (absent footnote disclosures and customary year end adjustments) consistently applied throughout the periods indicated, are all true and correct in all material respects and present fairly the financial condition of GTC at the date of said financial statements and the results of GTC operations for the fiscal period then ending. The internally prepared balance sheet for the Credit Parties as of the October, 2009 Fiscal Month end is true and correct in all material respects and fairly represents the information therein applicable to the Closing Date Borrowing Base Certificate of the Credit Parties. The financial statements described in this Section 9.6 are collectively called the “Financial Statements”. The Credit Parties as of such dates did not have any significant liabilities, contingent or otherwise, including liabilities for taxes or any unusual forward or long-term commitments which were not disclosed by or reserved against in the Financial Statements, and at the present time there are no material unrealized or anticipated losses from any unfavorable commitments of the Credit Parties. (b) On and as of the date of this Agreement, and after giving effect to all Debt (including the Loans) and Liens created by the Credit Parties in connection therewith and the GTC Transaction, (i) the sum of the assets, at a fair valuation, of the Borrower (standing alone) and for the Credit Parties (taken as a whole) will exceed its and their debts, (ii) the Borrower (standing alone) and the Credit Parties (taken as a whole) has and have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their ability to pay such debts as such debts mature, and (iii) the Borrower (standing alone) and the Credit Parties (taken as a whole) will have sufficient capital with which to conduct its and their respective businesses. For purposes of this Section 9.6(b), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liabilityperiod presented.

Financial Statements and Condition. (ai) The audited consolidated balance sheets of Borrower as of and for the Fiscal Year ended September 30, 20092019, and the related statements of operation, stockholders equity and cash flows (including supporting footnote disclosures) for the Fiscal Years then ended, with the opinion of EFP Xxxxxxxxx, all heretofore furnished to the LenderDeloitte & Touche LLP, have been prepared in accordance with GAAP consistently applied throughout the periods indicated, are all true and correct in all material respects and present fairly the financial condition of IEC IEC, GTC and IECW&C DRTL at the date of said financial statements and the results of operations for the Fiscal Year then ended. The internally prepared balance sheet of GTC for the Fiscal Year-to-date and October, 2009 Fiscal Month end, and the related statements of operation, stockholders equity and cash flows for the periods then ended, all heretofore furnished to the Lender, have been prepared in accordance with GAAP (absent footnote disclosures and customary year end adjustments) consistently applied throughout the periods indicated, are all true and correct in all material respects and present fairly the financial condition of GTC at the date of said financial statements and the results of GTC operations for the fiscal period then ending. The internally prepared balance sheet for the Credit Parties as of the October, 2009 Fiscal Month end is true and correct in all material respects and fairly represents the information therein applicable to the Closing Date Borrowing Base Certificate of the Credit Parties. The financial statements described in this Section 9.6 4.6(a)(i) are collectively called the “Financial Statements”. The Credit Parties as of such dates did not have any significant liabilities, contingent or otherwise, including liabilities for taxes or any unusual forward or long-term commitments which were not disclosed by or reserved against in the Financial Statements, and at the present time there are no material unrealized or anticipated losses from any unfavorable commitments of the Credit PartiesParties and (ii) the unaudited consolidated balance sheets of Borrower as of and for the Fiscal Year ended September 30, 2019, and the related statements of operation, stockholders equity and cash flows for the Fiscal Years then ended, have been prepared by Borrower in accordance with GAAP consistently applied throughout the periods indicated, are true and correct in all material respects and present fairly the financial condition of IEC, GTC and DRTL at the date of said financial statements and the results of operations for the Fiscal Year then ended. The unaudited financial statements described in this Section 4.6(a)(ii) are collectively called the “Unaudited Financial Statements.” (b) On and as of the date of this Agreement, and after giving effect to all Debt (including the Loans) and Liens created by the Credit Parties in connection therewith and the GTC Transactionherewith, (i) the sum of the assets, at a fair valuation, of the Borrower (standing alone) and the Credit Parties (taken as a whole) will exceed its and their debts, (ii) the Borrower (standing alone) and the Credit Parties (taken as a whole) has and have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their ability to pay such debts as such debts mature, and (iii) the Borrower (standing alone) and the Credit Parties (taken as a whole) will have sufficient capital with which to conduct its and their respective businesses. For purposes of this Section 9.6(b4.6(b), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Statements and Condition. (a) The Seller Parties have made available to Purchaser, and included in Schedule 2.06(a) of the Seller Disclosure Schedule are (i) Company’s Annual Report Pursuant to the Uniform Reporting System Prescribed for Pari-Mutuel Permit Holders, audited by a certified public accountant as required by Florida Law, (ii) the Seller Parties’ audited consolidated financial statements (including balance sheets sheet, income statement and statement of Borrower cash flows) as of the Fiscal Year end of the most recently completed last three (3) fiscal years prior to the latest date on which this representation is deemed to be made and for the twelve-month period ended September 30on such date, 2009, and the related (iii) unaudited consolidated financial statements of operation, stockholders equity and cash flows the Seller Parties (including supporting footnote disclosuresbalance sheet, income statement and statement of cash flows) for the Fiscal Years then endedportion of the current fiscal year ended on the last day of the calendar month that is no less than 30 days preceding the Effective Date, with and (iv) unaudited and unconsolidated financial statements of Company (including balance sheet, income statement and statement of cash flows) for the opinion portion of EFP Xxxxxxxxxthe current fiscal year ended on the last day of the calendar month that is no less than 30 days preceding the Effective Date (collectively, all heretofore furnished to the Lender, have been prepared in accordance with GAAP consistently applied throughout the periods indicated, “Financial Statements”). The Financial Statements are all true complete and correct in all material respects and present fairly the financial condition of IEC and IECW&C at the date of said financial statements and the results of operations for the Fiscal Year then ended. The internally prepared balance sheet of GTC for the Fiscal Year-to-date and October, 2009 Fiscal Month end, and the related statements of operation, stockholders equity and cash flows for the periods then ended, all heretofore furnished to the Lender, have been prepared in accordance with GAAP (absent footnote disclosures GAAP, except that the unaudited financial statements do not contain footnotes and customary are subject to year end adjustments) consistently applied throughout the periods indicated, are all true audit adjustments made in accordance with GAAP. The Financial Statements accurately set out and correct describe in all material respects and present fairly in accordance with GAAP the financial condition of GTC at the date of said financial statements Seller Parties and the results of GTC operations for the fiscal period then ending. The internally prepared balance sheet for the Credit Parties Company on a consolidated and an unconsolidated basis, as applicable, as of the Octoberdates and during the periods indicated therein, 2009 Fiscal Month end is true and correct subject, in all material respects and fairly represents the information therein applicable to the Closing Date Borrowing Base Certificate case of the Credit Partiesunaudited financial statements, to normal year-end audit adjustments which are neither individually nor in the aggregate material. The Each of the Seller Parties maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Company has maintained the Books and Records for the past five (5) years in a manner sufficient to permit the preparation of financial statements described in this Section 9.6 are collectively called accordance with GAAP. (b) Except as set forth on Schedule 2.06(b) of the “Financial Statements”. The Credit Parties as of such dates did not have any significant liabilities, contingent or otherwise, including liabilities Seller Disclosure Schedule and except for taxes or any unusual forward or long-term commitments which were not disclosed by or reserved against Indebtedness reflected in the Financial Statements, and Company does not have any Indebtedness outstanding at the present time there are no material unrealized or anticipated losses from any unfavorable commitments date hereof, other than Indebtedness incurred in the Ordinary Course of Business. Neither of the Credit Parties. (bSeller Parties is in default with respect to any outstanding Indebtedness or any instrument relating thereto, nor is there any event which, with the passage of time or giving of notice or both, would result in a default, except for such defaults that are disclosed on Schedule 2.06(b) On and as of the date of this Agreement, and after giving effect to all Debt (including the Loans) and Liens created by the Credit Parties in connection therewith and the GTC Transaction, (i) the sum of the assets, at a fair valuation, of the Borrower (standing alone) and the Credit Parties (taken as a whole) will exceed its and their debts, (ii) the Borrower (standing alone) and the Credit Parties (taken as a whole) has and have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their ability to pay such debts as such debts mature, and (iii) the Borrower (standing alone) and the Credit Parties (taken as a whole) will have sufficient capital with which to conduct its and their respective businesses. For purposes of this Section 9.6(b), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liabilitySeller Disclosure Schedule.

Financial Statements and Condition. (a) The Company has made available to the Purchaser Parties, and included in Schedule 2.06(a) of the Company Disclosure Schedule are (i) Annual Report Pursuant to the Uniform Reporting System Prescribed for Pari-Mutuel Permit Holders, audited by a certified public accountant as required by Florida law, and audited consolidated financial statements related to the Business (including balance sheets sheet, income statement and statement of Borrower cash flows) as of the Fiscal Year end of the most recently completed last three (3) fiscal years prior to the latest date on which this representation is deemed to be made and for the twelve-month period ended September 30, 2009on such date, and (ii) unaudited consolidated financial statements related to the related statements of operation, stockholders equity and cash flows Business (including supporting footnote disclosuresbalance sheet, income statement and statement of cash flows) for the Fiscal Years then endedportion of the current fiscal year ended on the last day of the calendar month that is no less than 30 days preceding the Effective Date (collectively, with the opinion of EFP Xxxxxxxxx, all heretofore furnished to the Lender, have been prepared in accordance with GAAP consistently applied throughout the periods indicated, “Financial Statements”). The Financial Statements are all true complete and correct in all material respects and present fairly the financial condition of IEC and IECW&C at the date of said financial statements and the results of operations for the Fiscal Year then ended. The internally prepared balance sheet of GTC for the Fiscal Year-to-date and October, 2009 Fiscal Month end, and the related statements of operation, stockholders equity and cash flows for the periods then ended, all heretofore furnished to the Lender, have been prepared in accordance with GAAP (absent footnote disclosures GAAP, except that the unaudited financial statements do not contain footnotes and customary are subject to year end adjustments) consistently applied throughout the periods indicated, are all true audit adjustments made in accordance with GAAP. The Financial Statements accurately set out and correct describe in all material respects and present fairly in accordance with GAAP the financial condition of GTC at the date of said financial statements Company and the results of GTC operations for the fiscal period then ending. The internally prepared balance sheet for the Credit Parties LLLP on a consolidated basis as of the Octoberdates and during the periods indicated therein, 2009 Fiscal Month end is true and correct subject, in all material respects and fairly represents the information therein applicable to the Closing Date Borrowing Base Certificate case of the Credit Partiesunaudited financial statements, to normal year-end audit adjustments which are neither individually nor in the aggregate material. The Company and LLLP maintain and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Company and LLLP have maintained the Business Books and Records for the past five (5) years in a manner sufficient to permit the preparation of financial statements described in this Section 9.6 are collectively called accordance with GAAP. (b) Except as set forth on Schedule 2.06(b) of the “Financial Statements”. The Credit Parties as of such dates did not have any significant liabilities, contingent or otherwise, including liabilities Company Disclosure Schedule and except for taxes or any unusual forward or long-term commitments which were not disclosed by or reserved against Indebtedness reflected in the Financial Statements, and neither Company nor LLLP has any Indebtedness outstanding at the present time there are no material unrealized or anticipated losses from any unfavorable commitments of the Credit Parties. (b) On and as of the date of this Agreementhereof, and after giving effect to all Debt (including the Loans) and Liens created by the Credit Parties in connection therewith and the GTC Transaction, (i) the sum of the assets, at a fair valuation, of the Borrower (standing alone) and the Credit Parties (taken as a whole) will exceed its and their debts, (ii) the Borrower (standing alone) and the Credit Parties (taken as a whole) has and have not other than Indebtedness incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their ability to pay such debts as such debts mature, and (iii) the Borrower (standing alone) and the Credit Parties (taken as a whole) will have sufficient capital with which to conduct its and their respective businesses. For purposes of this Section 9.6(b), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light Ordinary Course of all Business which shall include Indebtedness relating to the facts and circumstances existing at Approved Gaming Contracts. Neither Company nor LLLP is in default with respect to any outstanding Indebtedness or any instrument relating thereto, nor is there any event which, with the passage of time or giving of notice or both, would result in a default, except for such time, represents the amount defaults that can would not be reasonably be expected likely to become an actual or matured liabilitycause a Material Adverse Change.

Financial Statements and Condition. (a) The Seller has made available to Purchaser (i) Seller’s Annual Report Pursuant to the Uniform Reporting System Prescribed for Pari-Mutuel Permit Holders, audited consolidated by a certified public accountant as required by Florida Law, (ii) Seller’s audited financial statements (including balance sheets sheet, income statement and statement of Borrower cash flows) as of the Fiscal Year end of the most recently completed last three (3) fiscal years prior to the latest date on which this representation is deemed to be made and for the twelve-month period ended September 30on such date, 2009, and the related (iii) unaudited consolidated financial statements of operation, stockholders equity and cash flows Seller (including supporting footnote disclosuresbalance sheet, income statement and statement of cash flows) for the Fiscal Years then endedportion of the current fiscal year ended on the last day of the calendar month that is no less than 30 days preceding the Effective Date, with and (iv) unaudited and unconsolidated financial statements of Seller (including balance sheet, income statement and statement of cash flows) for the opinion portion of EFP Xxxxxxxxxthe current fiscal year ended on the last day of the calendar month that is no less than 30 days preceding the Effective Date (collectively, all heretofore furnished to the Lender, have been prepared in accordance with GAAP consistently applied throughout the periods indicated, “Financial Statements”). The Financial Statements are all true complete and correct in all material respects and present fairly the financial condition of IEC and IECW&C at the date of said financial statements and the results of operations for the Fiscal Year then ended. The internally prepared balance sheet of GTC for the Fiscal Year-to-date and October, 2009 Fiscal Month end, and the related statements of operation, stockholders equity and cash flows for the periods then ended, all heretofore furnished to the Lender, have been prepared in accordance with GAAP (absent footnote disclosures and customary year end adjustments) consistently applied throughout GAAP, except that the periods indicated, are all true and correct in all material respects and present fairly the financial condition of GTC at the date of said unaudited financial statements do not contain footnotes and are subject to year-end audit adjustments made in accordance with GAAP. Seller maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Seller has maintained the results of GTC operations Books and Records for the fiscal period then ending. The internally prepared balance sheet for past five (5) years in a manner sufficient to permit the Credit Parties as preparation of the October, 2009 Fiscal Month end is true and correct in all material respects and fairly represents the information therein applicable to the Closing Date Borrowing Base Certificate of the Credit Parties. The financial statements described in this Section 9.6 are collectively called the “Financial Statements”. The Credit Parties accordance with GAAP. (b) Except as set forth on Schedule 2.06(b) of such dates did not have any significant liabilities, contingent or otherwise, including liabilities Seller Disclosure Schedule and except for taxes or any unusual forward or long-term commitments which were not disclosed by or reserved against Indebtedness reflected in the Financial Statements, and Seller does not have any Indebtedness outstanding at the present time there date hereof, other than Indebtedness incurred in the Ordinary Course of Business. Seller is not in material default with respect to any outstanding Indebtedness or any instrument relating thereto, except for: (a) such defaults that are no material unrealized or anticipated losses from any unfavorable commitments disclosed on Schedule 2.06(b) of the Credit Parties. Seller Disclosure Schedule; and (b) On and any failure of Seller as a result of the date of this Agreement, and after giving effect to all Debt (including the Loans) and Liens created by the Credit Parties in connection therewith and the GTC Transaction, (i) the sum filing of the assets, at a fair valuation, of the Borrower (standing alone) and the Credit Parties (taken as a whole) will exceed its and their debts, (ii) the Borrower (standing alone) and the Credit Parties (taken as a whole) has and have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their ability Bankruptcy Case to pay such debts as such debts mature, and (iii) any unsecured obligations that were due or accrued at the Borrower (standing alone) and the Credit Parties (taken as a whole) will have sufficient capital with which to conduct its and their respective businesses. For purposes of this Section 9.6(b), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liabilityPetition Date.

Financial Statements and Condition. (a) The audited consolidated balance sheets of Borrower as of the Fiscal Year ended September 30, 2009, and the related statements of operation, stockholders equity and cash flows (including supporting footnote disclosures) for the Fiscal Years then ended, with the opinion of EFP Xxxxxxxxx, all heretofore furnished to the Lender, have been prepared in accordance with GAAP consistently applied throughout the periods indicated, are all true and correct in all material respects and present fairly the financial condition of IEC and IECW&C at the date of said financial statements and the results of operations for the Fiscal Year then ended. The internally prepared balance sheet of GTC for the Fiscal Year-to-date and October, 2009 Fiscal Month end, and the related statements of operation, stockholders equity and cash flows for the periods then ended, all heretofore furnished to the Lender, have been prepared in accordance with GAAP (absent footnote disclosures and customary year year-end adjustments) consistently applied throughout the periods indicated, are all true and correct in all material respects and present fairly the financial condition of GTC at the date of said financial statements and the results of GTC operations for the fiscal period then ending. The internally prepared balance sheet for the Credit Parties as of the OctoberJune 25, 2009 2010 Fiscal Month end is true and correct in all material respects and fairly represents the information therein applicable to the Closing Date Borrowing Base Certificate of the Credit PartiesParties delivered to the Lender on July 9, 2010. The financial statements described in this Section 9.6 10.6 are collectively called the “Financial Statements”. The Credit Parties as of such dates did not have any significant liabilities, contingent or otherwise, including liabilities for taxes or any unusual forward or long-term commitments which were not disclosed by or reserved against in the Financial Statements, and at the present time there are no material unrealized or anticipated losses from any unfavorable commitments of the Credit Parties. (b) On and as of the date of this Agreement, and after giving effect to all Debt (including the Loans) and Liens created by the Credit Parties in connection therewith and the GTC Transaction and Celmet Transaction, (i) the sum of the assets, at a fair valuation, of the Borrower (standing alone) and the Credit Parties (taken as a whole) will exceed its and their debts, (ii) the Borrower (standing alone) and the Credit Parties (taken as a whole) has and have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their ability to pay such debts as such debts mature, and (iii) the Borrower (standing alone) and the Credit Parties (taken as a whole) will have sufficient capital with which to conduct its and their respective businesses. For purposes of this Section 9.6(b10.6(b), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Statements and Condition. (a) The Borrower has heretofore furnished to each of the Banks audited Consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of December 31, 1996 and unaudited condensed Consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related audited (or, in the case of the fiscal period ended June 30, 1997, unaudited condensed) Consolidated statements of income, Consolidated statements of stockholders' equity and Consolidated statements of cash flows for each of the fiscal periods then ended, together with related notes and supplemental information. The audited consolidated balance sheets sheet, statement of Borrower income, statement of stockholders' equity and statement of cash flows are referred to herein as the "Audited Financial Statements." The unaudited condensed consolidated balance sheet, statement of income, statement of stockholders' equity and statement of cash flows are referred to herein as the Fiscal Year ended September 30, 2009, "Unaudited Financial Statements." The Audited Financial Statements and the related statements of operation, stockholders equity and cash flows (including supporting footnote disclosures) for the Fiscal Years then ended, with the opinion of EFP Xxxxxxxxx, all heretofore furnished to the Lender, have been notes thereto were prepared in accordance with GAAP generally accepted accounting principles consistently applied throughout applied, and present fairly the Consolidated financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of the dates and for the periods indicated, and such balance sheets and related notes show all known direct liabilities and all known contingent liabilities of a material nature of the Borrower and its Consolidated Subsidiaries as of such dates which are all true and correct required to be included in all material respects and present fairly the financial condition of IEC and IECW&C at the date of said such financial statements and the notes thereto in accordance with generally accepted accounting principles. The Unaudited Financial Statements reflect all adjustments (consisting only of normal accountingaadjustments) which in the opinion of management of the Borrower are necessary for a fair presentation of the financial position, results of operations for the Fiscal Year then ended. The internally prepared balance sheet of GTC for the Fiscal Year-to-date and October, 2009 Fiscal Month end, and the related statements of operation, stockholders equity and cash flows for the periods then ended, all heretofore furnished to the Lender, have been prepared in accordance with GAAP (absent footnote disclosures and customary year end adjustments) consistently applied throughout the periods indicated, are all true and correct in all material respects and present fairly the financial condition of GTC at the date of said financial statements and the results of GTC operations for the fiscal period then ending. The internally prepared balance sheet for the Credit Parties as of the October, 2009 Fiscal Month end is true and correct in all material respects and fairly represents the information therein applicable to the Closing Date Borrowing Base Certificate of the Credit Parties. The financial statements described in this Section 9.6 are collectively called the “Financial Statements”. The Credit Parties as of such dates did not have any significant liabilities, contingent or otherwise, including liabilities for taxes or any unusual forward or long-term commitments which were not disclosed by or reserved against in the Financial Statements, and at the present time there are no material unrealized or anticipated losses from any unfavorable commitments of the Credit Parties. (b) On and as of the date of this Agreement, and after giving effect to all Debt (including the Loans) and Liens created by the Credit Parties in connection therewith and the GTC Transaction, (i) the sum of the assets, at a fair valuation, of the Borrower (standing alone) and for the Credit Parties (taken as a whole) will exceed its and their debts, (ii) the Borrower (standing alone) and the Credit Parties (taken as a whole) has and have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their ability to pay such debts as such debts mature, and (iii) the Borrower (standing alone) and the Credit Parties (taken as a whole) will have sufficient capital with which to conduct its and their respective businesses. For purposes of this Section 9.6(b), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liabilityperiod presented.