Common use of Financial Statements and Condition Clause in Contracts

Financial Statements and Condition. The Borrower's ---------------------------------- audited consolidated financial statements as at, and for the Fiscal Year ended, December 31, 2000 and its unaudited financial statements as at, and for the fiscal quarter ended April 1, 2001, as heretofore furnished to the Bank, have been prepared in accordance with GAAP on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present, in all material respects, the consolidated financial condition of the Borrower and the Subsidiaries as at such dates and the results of their consolidated operations and their consolidated cash flows for the respective periods then ended. As of April 1, 2001, neither the Borrower nor any Subsidiary had any material Indebtedness, Contingent Liability, liability for taxes or long-term lease obligation, nor other material obligation which is not reflected in the unaudited financial statements as of April 1, 2001, or in the notes thereto, and which would be required to be reflected therein in accordance with GAAP. Since April 1, 2001, there has been no Material Adverse Occurrence.

Financial Statements and Condition. The Borrower's ---------------------------------- audited consolidated financial statements as at, and for the Fiscal Year ended, December 3127, 2000 1998 and its unaudited financial statements as at, and for the seven fiscal quarter ended April 1months ended, 2001July 25, 1999, as heretofore furnished to the Bank, have been prepared in accordance with GAAP on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present, in all material respects, the consolidated financial condition of the Borrower and the Subsidiaries as at such dates and the results of their consolidated operations and their consolidated cash flows for the respective periods then ended. As of April 1July 25, 20011999, neither the Borrower nor any Subsidiary had any material Indebtedness, Contingent Liability, liability for taxes or long-term lease obligation, nor other material obligation which is not reflected in the unaudited financial statements as of April 1July 25, 20011999, or in the notes thereto, and which would be required to be reflected therein in accordance with GAAP. Since April 1July 25, 20011999, there has been no Material Adverse Occurrence.

Financial Statements and Condition. The Borrower's ---------------------------------- audited consolidated financial statements of each of the Borrowers, as atat [September 30, 1998], and for the Fiscal Year ended, December 31, 2000 and its unaudited financial statements of each of the Borrowers as atat [March 31, and for the fiscal quarter ended April 1, 20011999], as heretofore furnished to the BankBanks, have been prepared in accordance with GAAP on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present, in all material respects, present the consolidated financial condition of the each Borrower and the its Subsidiaries as at such dates and the results of their consolidated operations and their consolidated cash flows changes in financial position for the respective periods then ended. As of April 1, 2001the dates of such financial statements, neither the Borrower nor any Subsidiary had any material Indebtednessobligation, Contingent Liabilitycontingent liability, liability for taxes or long-term lease obligation, nor other material obligation which is not reflected in the unaudited such financial statements as of April 1, 2001, or in the notes thereto, and which would be required to be reflected therein in accordance with GAAP. Since April 1[September 30, 20011998], there has been no Material Adverse Occurrencematerial adverse change in the business, operations, property, assets or condition, financial or otherwise, of either Borrower and its Subsidiaries taken as a whole.

Financial Statements and Condition. The Borrower's ---------------------------------- audited consolidated financial statements as at, and for the Fiscal Year ended, December 3128, 2000 1997 and its unaudited financial statements as at, and for the eleven fiscal quarter ended April 1months ended, 2001November 22, 1998, as heretofore furnished to the Bank, have been prepared in accordance with GAAP on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present, in all material respects, the consolidated financial condition of the Borrower and the Subsidiaries as at such dates and the results of their consolidated operations and their consolidated cash flows for the respective periods then ended. As of April 1November 22, 20011998, neither the Borrower nor any Subsidiary had any material Indebtedness, Contingent Liability, liability for taxes or long-term lease obligation, nor other material obligation which is not reflected in the unaudited financial statements as of April 1November 22, 20011998, or in the notes thereto, and which would be required to be reflected therein in accordance with GAAP. Since April 1November 22, 20011998, there has been no Material Adverse OccurrenceOccurrence other than the fire at the Borrower's corporate headquarters on December 8, 1998.

Financial Statements and Condition. The Borrower's ---------------------------------- audited consolidated unaudited, unreviewed, combined financial statements of the Borrower and its Subsidiaries as atat September 30, 2000, and for the Fiscal Year ended, audited combined financial statements of the Borrower and its Subsidiaries of December 31, 2000 and its unaudited financial statements as at, and for the fiscal quarter ended April 1, 2001, 1999 as heretofore furnished to the BankAgent, and except as set forth on Schedule 4.5, have been prepared in accordance with GAAP on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present, present in all material respects, respects the consolidated financial condition of the Borrower and the its Subsidiaries as at such dates and the results of their consolidated operations and their consolidated cash flows changes in financial position for the respective periods then ended. As of April 1, 2001the dates of such financial statements, neither the Borrower nor any Subsidiary had any material Indebtednessobligation, Contingent Liabilitycontingent liability, liability for taxes or long-term lease obligation, nor other material obligation which is not reflected in the unaudited such financial statements as of April 1, 2001, or in the notes thereto. Other than as has been disclosed in Forms 10-Q filed with the Securities and Exchange Commission on March 31, 2000, June 30, 2000 and which would be required to be reflected therein in accordance with GAAP. Since April 1September 30, 20012000, there has been no Material Adverse OccurrenceOccurrence since December 31, 1999.