Common use of Financial Statements; Financial Condition Clause in Contracts

Financial Statements; Financial Condition. (1) The unaudited pro forma consolidated balance sheet of Holdings at March 31, 2004 (the “Pro Forma Balance Sheet”) and the related unaudited pro forma statements of operations for the year ended December 31, 2003 and the three-month period ended March 31, 2004 (collectively, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Purchaser, have been prepared giving effect to the consummation of the Transactions as if they had occurred on March 31, 2004 in the case of such balance sheet and on January 1, 2003 in the case of such statements of operations. The Pro Forma Financial Statements (each of which have undergone a Quarterly Review) have been prepared in good faith by Holdings, based on assumptions Holdings believes to be reasonable, accurately reflect in all material respects all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the financial position and results of operations of Holdings and its Subsidiaries as at and for such dates, assuming that the Transactions had actually occurred at such dates. (2) All financial statements that have been delivered to the Purchasers in connection with this Agreement present fairly in all material respects the financial condition, results of operations and cash flows of the entities to which they relate as of the dates and for the periods indicated. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein and except that any such un-audited financial statements lack footnote disclosure and normal year-end audit adjustments). (3) Except as set forth in the financial statements delivered pursuant to Paragraph 3P, after giving effect to the Indebtedness and customary liabilities in respect of transaction expenses incurred in connection with the Transactions, as of the Closing Date, there are no material liabilities of the Transaction Parties of any kind (including, without limitation, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives) required to be set forth on a balance sheet or in the notes thereto prepared in accordance with GAAP, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which is reasonably likely to result in such a liability.

Financial Statements; Financial Condition. (1a) The unaudited pro forma consolidated balance sheet of Holdings Borrower at March 31, 2004 (the “Pro Forma Balance Sheet”) and the related unaudited pro forma statements of operations for the year ended December 31, 2003 and the three-month period ended March 31, 2004 (collectively, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each PurchaserLender, have been prepared giving effect to the consummation of the Transactions as if they had occurred on March 31, 2004 in the case of such balance sheet and on January 1, 2003 in the case of such statements of operations. The Pro Forma Financial Statements (each of which have undergone a Quarterly Review) have been prepared in good faith by HoldingsBorrower, based on assumptions Holdings Borrower believes to be reasonable, accurately reflect in all material respects all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis Pro Forma Basis the financial position and results of operations of Holdings and its Subsidiaries as at and for such dates, assuming that the Transactions had actually occurred at such dates. (2b) All financial statements that have been delivered pursuant to the Purchasers in connection with this Agreement subsection 6.1(u), 7.1(a) or 7.1(b) present fairly in all material respects the financial condition, results of operations and cash flows of the entities to which they relate as of the dates and for the periods indicated. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein and except that any such un-audited unaudited financial statements lack footnote disclosure and normal year-end audit adjustments). (3c) Except as set forth in the financial statements delivered pursuant to Paragraph 3Psubsection 6.1(u), after giving effect to the Indebtedness and Indebtedness, customary liabilities in respect of transaction expenses incurred in connection with the TransactionsTransactions and liabilities incurred in the ordinary course of business of the Credit Parties since the date of the most recent such financial statements, as of the Closing Date, date hereof there are no material liabilities of the Transaction Credit Parties of any kind (including, without limitation, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives) required to be set forth on a balance sheet or in the notes thereto prepared in accordance with GAAP, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which is reasonably likely to result in such a liability.

Financial Statements; Financial Condition. (1) The unaudited pro forma consolidated Company's balance sheet of Holdings at March 31, 2004 (the “Pro Forma Balance Sheet”) and the related unaudited pro forma statements of operations income and cash flows for the year fiscal years ended December 31, 2003 1999 and 1998, and the three-month period ended March Company's balance sheet as of December 31, 2004 1999 and the related statement of income for the period then ended (collectively, all such financial statements being hereinafter referred to as the “Pro Forma "Financial Statements”), copies of which have heretofore been furnished to each Purchaser, have been prepared giving effect to the consummation of the Transactions as if they had occurred on March 31, 2004 in the case of such balance sheet and on January 1, 2003 in the case of such statements of operations. The Pro Forma Financial Statements (") each of which have undergone a Quarterly Review) have has been prepared in good faith by Holdings, based on assumptions Holdings believes to be reasonable, accurately reflect in all material respects all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the financial position and results of operations of Holdings and its Subsidiaries as at and for such dates, assuming that the Transactions had actually occurred at such dates. (2) All financial statements that have been previously delivered to the Purchasers in connection with this Agreement present fairly in all material respects the financial condition, results of operations and cash flows of the entities to which they relate as of the dates and for the periods indicated. All such financial statements, including the related schedules and notes theretoBuyer, have been prepared in accordance with GAAP Canadian generally accepted accounting principles, consistently applied consistently throughout ("GAAP"), during the periods involved (except (i) as disclosed therein and except that any may be otherwise indicated in such un-audited financial statements lack footnote disclosure or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes, may be condensed or summary statements or may be subject to normal year-end adjustments or accruals consistent with past practice) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments or accruals consistent with past practice). (3) Except as set forth . No other information provided by or on behalf of the Company to the Buyer which is not included in the financial statements delivered pursuant to Paragraph 3PFinancial Statements, after giving effect to the Indebtedness and customary liabilities in respect of transaction expenses incurred in connection with the Transactions, as of the Closing Date, there are no material liabilities of the Transaction Parties of any kind (including, without limitation, information referred to in SECTION 2.4 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. The Company further represents and warrants that, upon the satisfaction of the transactions contemplated herein, it will be able to pay its liabilities for taxes, as they become due and that the realizable value of the Company's assets thereafter will not be less than the aggregate of (i) its liabilities and (ii) its stated capital of all classes or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives) the amount that would be required to be set forth on paid to the holders of shares of its capital stock who have a balance sheet right to be paid prior to the Buyer upon a liquidation or in the notes thereto prepared in accordance with GAAPredemption, whether accrued, contingent, absolute, determined, determinable or otherwise, and there whichever is no existing condition, situation or set of circumstances which is reasonably likely to result in such a liabilitygreater.

Financial Statements; Financial Condition. (1a) The unaudited pro forma consolidated balance sheet of Holdings at March 31the Borrower and its Subsidiaries dated September 30, 2004 (the “Pro Forma Balance Sheet”) 2015 and the related unaudited pro forma consolidated statements of operations income and cash flows and changes in shareholders’ equity of the Borrower for the year Fiscal Quarter ended December 31on such date, 2003 furnished to the Lenders prior to the Effective Date, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries at the date of said financial statements and the threeresults for the period covered thereby, subject to normal year-month period ended March 31, 2004 (collectively, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Purchaser, end adjustments. All such financial statements have been prepared giving effect in accordance with GAAP consistently applied except to the consummation of extent provided in the Transactions as if they had occurred on March 31notes to said financial statements and subject, 2004 in the case of such balance sheet the unaudited financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and on January 1none of which, 2003 individually or in the case aggregate, would be material) and the absence of such footnotes. (b) Except as fully disclosed in the financial statements delivered pursuant to Section 8.05(a) or set forth in the schedules to the Asset Purchase Agreement or in the Debtors’ schedules of operations. The Pro Forma Financial Statements financial affairs filed with the Bankruptcy Court and except for the Indebtedness incurred under this Agreement, there are no liabilities or obligations with respect to the Borrower or any of its Domestic Subsidiaries of any nature whatsoever (each whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Borrower or any of which its Domestic Subsidiaries. (c) All financial projections (the “Projections”) prepared by or as directed by the Debtors or any of their representatives in connection with the Facility and that have undergone a Quarterly Reviewbeen made available to the Lenders or their Related Parties in connection with the Transactions contemplated by this Agreement (including the Approved Budget and the Capital Expenditure Budget) have been prepared in good faith by Holdings, and are based on assumptions Holdings believes to be reasonable, accurately reflect in all material respects all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the financial position and results of operations of Holdings and its Subsidiaries as at and for such dates, assuming that the Transactions had actually occurred at such datesreasonable assumptions. (2) All financial statements that have been delivered to the Purchasers in connection with this Agreement present fairly in all material respects the financial condition, results of operations and cash flows of the entities to which they relate as of the dates and for the periods indicated. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein and except that any such un-audited financial statements lack footnote disclosure and normal year-end audit adjustments). (3) Except as set forth in the financial statements delivered pursuant to Paragraph 3P, after giving effect to the Indebtedness and customary liabilities in respect of transaction expenses incurred in connection with the Transactions, as of the Closing Date, there are no material liabilities of the Transaction Parties of any kind (including, without limitation, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives) required to be set forth on a balance sheet or in the notes thereto prepared in accordance with GAAP, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which is reasonably likely to result in such a liability.

Financial Statements; Financial Condition. (1) The unaudited pro forma consolidated balance sheet of Holdings at March 31, 2004 (the “Pro Forma Balance Sheet”) and the related unaudited pro forma statements of operations for the year ended December 31, 2003 and the three-month period ended March 31, 2004 (collectively, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Purchaser, have been prepared giving effect to the consummation of the Transactions as if they had occurred on March 31, 2004 in the case of such balance sheet and on January 1, 2003 in the case of such statements of operations. The Pro Forma Financial Statements (each of which have undergone a Quarterly Review) have been prepared in good faith by Holdings, based on assumptions Holdings believes to be reasonable, accurately reflect in all material respects all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the financial position and results of operations of Holdings and its Subsidiaries as at and for such dates, assuming that the Transactions had actually occurred at such dates. (2a) All financial statements that have been identified on Schedule 5.1 (a) hereto and all financial statements delivered pursuant to the Purchasers in connection with this Agreement subsection 7.1 (a) or 7.1(b) present fairly in all material respects the financial condition, results of operations and cash flows of the entities to which they relate as of the dates and for the periods indicated. All such financial statementsstatements (i) with respect to Holdings and each of its Subsidiaries (other than the financial statements identified on Schedule 5.1(a) hereto of Language Line Services UK Limited and its direct and indirect Subsidiaries), including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein and except that any such ununaudited financial statements lack footnote disclosure and normal year-audited end audit adjustments) and (ii) with respect to the financial statements identified on Schedule 5.1(a) hereto of Language Line Services UK Limited and its direct and indirect Subsidiaries, including the related schedules and notes thereto, have been prepared in accordance with UK GAAP applied consistently throughout the periods involved (except as disclosed therein and except that any such unaudited financial statements lack footnote disclosure and normal year-end audit adjustments). (3b) Except as set forth in the financial statements delivered pursuant to Paragraph 3Pidentified on Schedule 5.1 (a) hereto, after giving effect to the Indebtedness and Indebtedness, customary liabilities in respect of transaction expenses incurred in connection with the TransactionsTransactions and liabilities incurred in the ordinary course of business of the Credit Parties since the date of the most recent such financial statements, as of the Closing Date, Date there are no material liabilities of the Transaction Credit Parties of any kind (including, without limitation, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives) required to be set forth on a balance sheet or in the notes thereto prepared in accordance with GAAP or UK GAAP, as applicable, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which is reasonably likely to result in such a liability.

Financial Statements; Financial Condition. (1Attached as SCHEDULE 2.6(a) The unaudited pro forma consolidated balance sheet are copies of Holdings at March 31, 2004 the following financial statements of the Company (the “Pro Forma Balance Sheet”"FINANCIAL STATEMENTS"): (a) and the related unaudited pro forma statements of operations audited combined balance sheets for the year Company and its Subsidiaries for the years ended December 31, 2003 1998 (the "BALANCE SHEET") and December 31, 1997, and the threerelated statements of income and cash flows for each of the years then ended, including in each case the notes thereto; and (b) the unaudited balance sheet of the Company as of July 31, 1999 and the related statement of income and cash flows for the seven-month period then ended March 31, 2004 (collectively, the “Pro Forma Financial Statements”"INTERIM FINANCIALS"), copies of which have heretofore been furnished to each Purchaser, have been prepared giving effect to the consummation of the Transactions as if they had occurred on March 31, 2004 in the case of such balance sheet and on January 1, 2003 in the case of such statements of operations. The Pro Forma Financial Statements (each of which have undergone a Quarterly Review) have been prepared in good faith by Holdings, based on assumptions Holdings believes to be reasonable, accurately reflect in all material respects all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the financial position and results of operations of Holdings and its Subsidiaries as at and for such dates, assuming that the Transactions had actually occurred at such dates. (2) All financial statements that have been delivered to the Purchasers in connection with this Agreement present fairly in all material respects the financial condition, results of operations and cash flows of the entities to which they relate as of the dates and for the periods indicated. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied consistently on a consistent basis throughout the periods involved (except as disclosed therein indicated above. The Financial Statements present fairly the consolidated financial condition of the Company and except that any such un-audited financial statements lack footnote disclosure its Subsidiaries at the respective dates thereof and the results of its operations for the periods covered thereby in conformity with GAAP, except, in the case of the Interim Financials, for the absence of notes and normal year-end audit adjustments). (3) . Except as set forth in the financial statements delivered pursuant to Paragraph 3PSCHEDULE 2.6(b), after giving effect to the Indebtedness knowledge of the Company, the Company does not have any material Liability, except for (a) Liabilities set forth on the face of the Balance Sheet (rather than in any notes thereto), (b) Liabilities that have arisen after the date of the Balance Sheet in the Ordinary Course of Business of the Company and customary liabilities in respect of transaction expenses incurred its Subsidiaries in connection with the Transactionssale of goods and services to customers and purchases of goods and services from suppliers, as and (c) other Liabilities that have arisen in the Ordinary Course of Business for the Company and its Subsidiaries under the Contracts (none of which Liabilities referred to under subsections (b) and (c) of this Section 2.6 results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, (on infringement or violation of law). SCHEDULE 2.6(c) sets forth a list, including dollar amounts, of all Indebtedness (in amounts in excess of $10,000) of the Closing Date, there are no material liabilities of the Transaction Parties of any kind (including, without limitation, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives) required to be set forth on a balance sheet or in the notes thereto prepared in accordance with GAAP, whether accrued, contingent, absolute, determined, determinable or otherwise, Company and there is no existing condition, situation or set of circumstances which is reasonably likely to result in such a liabilityits Subsidiaries.

Financial Statements; Financial Condition. (1a) The unaudited pro forma consolidated balance sheet of Holdings at March 31, 2004 (the “Pro Forma Balance Sheet”) and the related unaudited pro forma audited statements of operations Consolidated financial condition of the Parent and its Subsidiaries for the fiscal year ended ending December 31, 2003 and the three-month period related Consolidated statements of income and cash flows of the Parent and its Subsidiaries for such fiscal year ended March 31, 2004 on such date (collectively, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished certified by nationally recognized independent certified public accountants satisfactory to the Agents and previously delivered to each PurchaserLender) fairly present, have been prepared giving effect to the consummation of the Transactions as if they had occurred on March 31, 2004 in the case of such balance sheet and on January 1, 2003 in the case of such statements of operations. The Pro Forma Financial Statements (each of which have undergone a Quarterly Review) have been prepared in good faith by Holdings, based on assumptions Holdings believes to be reasonable, accurately reflect in all material respects all adjustments required to be made to give effect to respects, the Transactions and present fairly in all material respects on a pro forma basis Consolidated financial condition of the financial position and results of operations of Holdings Parent and its Subsidiaries as at such date and the Consolidated results of the operations of the Parent and its Subsidiaries for the periods ended on such dates, assuming that the Transactions had actually occurred at such dates. (2) All financial statements that have been delivered to the Purchasers in connection with this Agreement present fairly in all material respects the financial condition, results of operations and cash flows of the entities to which they relate as of the dates and for the periods indicated. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied generally accepted accounting principles consistently throughout applied, except for the periods involved (except as disclosed therein inclusion of detailed footnotes and except that any such un-audited financial statements lack footnote disclosure and normal subject to year-end audit adjustments). The unaudited pro forma balance sheets as of September 30, 2004 and the related income statements of the Parent and its Subsidiaries on a Consolidated basis for the nine month periods ended September 30, 2003 and September 30, 2004, in each case, prepared by management of the Parent (and previously delivered to each Lender) on the basis of the historical audited balance sheets and income statements of the Parent and its Subsidiaries for the nine-month periods ending September 30, 2003 and September 30, 2004, in each case, as though the transactions contemplated by the Transaction Agreement (other than the STP Acquisition) had been completed immediately prior to the beginning of such periods have been prepared in a manner reasonably satisfactory to the Agents and fairly present, in all material respects, the Consolidated financial condition of the Parent and its Subsidiaries as at such dates and contain all pro forma adjustments necessary in order to fairly reflect such assumptions; provided, however, that such unaudited pro forma financial statements do not purport to present the actual results of operations of the Parent and its Subsidiaries on a Consolidated basis as if the transaction contemplated by the Transaction Agreement had occurred at the beginning of each period, as applicable, nor are they necessarily indicative of the financial position or results of operations of the Parent and its Subsidiaries on a Consolidated basis that may be achieved in the future. (3b) Except as set forth in the financial statements delivered pursuant to Paragraph 3PSince December 31, after giving effect to the Indebtedness and customary liabilities in respect of transaction expenses incurred in connection with the Transactions, as of the Closing Date2003, there are has been no material liabilities of the Transaction Parties of any kind (including, without limitation, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives) required to be set forth on a balance sheet or in the notes thereto prepared in accordance with GAAP, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which is reasonably likely to result in such a liabilityMaterial Adverse Change.

Financial Statements; Financial Condition. (1a) The unaudited pro forma consolidated balance sheet of Holdings at March 31September 30, 2004 2003 (the “Pro Forma Balance Sheet”) and the related unaudited pro forma statements of operations for the year ended December 31, 2003 2002 and the threenine-month period ended March 31September 30, 2004 2003 (collectively, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each PurchaserLender, have been prepared giving effect to the consummation of the Transactions as if they had occurred on March 31September 30, 2004 2003 in the case of such balance sheet and on January 1, 2003 2002 in the case of such statements of operations. The Pro Forma Financial Statements (each of which have undergone a Quarterly Review) have been prepared in good faith by HoldingsBorrower, based on assumptions Holdings Borrower believes to be reasonable, accurately reflect in all material respects all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis Pro Forma Basis the financial position and results of operations of Holdings and its Subsidiaries as at and for such dates, assuming that the Transactions had actually occurred at such dates. (2b) All financial statements that have been delivered pursuant to subsection 6.1(u) of the Purchasers in connection with this Agreement Original Credit Agreement, 7.1(a) or 7.1(b) present fairly in all material respects the financial condition, results of operations and cash flows of the entities to which they relate as of the dates and for the periods indicated. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein and except that any such un-audited unaudited financial statements lack footnote disclosure and normal year-end audit adjustments). (3c) Except as set forth in the financial statements delivered pursuant to Paragraph 3Psubsection 6.1(u) of the Original Credit Agreement, after giving effect to the Indebtedness and Indebtedness, customary liabilities in respect of transaction expenses incurred in connection with the TransactionsTransactions and liabilities incurred in the ordinary course of business of the Systems or the Credit Parties since the date of the most recent such financial statements, as of the Original Effective Date and as of the Closing Date, Date there are no material liabilities of the Transaction Credit Parties of any kind (including, without limitation, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives) required to be set forth on a balance sheet or in the notes thereto prepared in accordance with GAAP, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which is reasonably likely to result in such a liability.

Financial Statements; Financial Condition. (1a) The unaudited pro forma consolidated balance sheet of Holdings Borrower at March 31, 2004 (the “Pro Forma Balance Sheet”) and the related unaudited pro forma statements of operations for the year ended December 31, 2003 and the three-month period ended March 31, 2004 (collectively, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each PurchaserLender, have been prepared giving effect to the consummation of the Transactions as if they had occurred on March 31, 2004 in the case of such balance sheet and on January 1, 2003 in the case of such statements of operations. The Pro Forma Financial Statements (each of which have undergone a Quarterly Review) have been prepared in good faith by HoldingsBorrower, based on assumptions Holdings Borrower believes to be reasonable, accurately reflect in all material respects all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis Pro Forma Basis the financial position and results of operations of Holdings and its Subsidiaries as at and for such dates, assuming that the Transactions had actually occurred at such dates. (2b) All financial statements that have been delivered pursuant to subsection 6.1(u) of the Purchasers in connection with this Agreement Original Credit Agreement, 7.1(a) or 7.1(b) present fairly in all material respects the financial condition, results of operations and cash flows of the entities to which they relate as of the dates and for the periods indicated. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein and except that any such un-audited unaudited financial statements lack footnote disclosure and normal year-end audit adjustments). (3c) Except as set forth in the financial statements delivered pursuant to Paragraph 3Psubsection 6.1(u) of the Original Credit Agreement, after giving effect to the Indebtedness and Indebtedness, customary liabilities in respect of transaction expenses incurred in connection with the TransactionsTransactions and liabilities incurred in the ordinary course of business of the Credit Parties since the date of the most recent such financial statements, as of the Original Closing Date, Date there are no material liabilities of the Transaction Credit Parties of any kind (including, without limitation, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives) required to be set forth on a balance sheet or in the notes thereto prepared in accordance with GAAP, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which is reasonably likely to result in such a liability.

Financial Statements; Financial Condition. Undisclosed ------------------------------------------------------ Liabilities; Projections; Etc. (1i) The unaudited pro forma audited consolidated balance sheet sheets of ----------------------------- Holdings as at March December 31, 2004 (the “Pro Forma Balance Sheet”) 1996 and June 30, 1997 and the related unaudited pro forma consolidated statements of operations for the year ended December 31, 2003 and the three-month period ended March 31, 2004 (collectively, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Purchaser, have been prepared giving effect to the consummation of the Transactions as if they had occurred on March 31, 2004 in the case of such balance sheet and on January 1, 2003 in the case of such statements of operations. The Pro Forma Financial Statements (each of which have undergone a Quarterly Review) have been prepared in good faith by Holdings, based on assumptions Holdings believes to be reasonable, accurately reflect in all material respects all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the financial position and results of operations of Holdings and its Subsidiaries as at and for such dates, assuming that the Transactions had actually occurred at such dates. (2) All financial statements that have been delivered to the Purchasers in connection with this Agreement present fairly in all material respects the financial condition, results of operations and cash flows of Holdings for the entities to which they relate fiscal year or six month period, as the case may be, ended as of such dates, and the financial statements of each company listed on Schedule X at the dates listed on Schedule X and for the fiscal periods ended as of the dates listed on Schedule X, which, in the case of the annual statements, have been audited by Xxxxxx Xxxxxxxx L.L.P., in the case of the financial statements of Holdings and have been examined or reviewed by the independent certified public accountants listed on Schedule X, in the case of the other financial statements, who delivered unqualified opinions in respect thereto and (ii) the pro forma (after giving effect to the Transaction and the related financing thereof) consolidated balance sheet of Holdings and the Borrower as at the Initial Funding Date, copies of all of which financial statements referred to in the pre ceding clauses (i) and (ii) have heretofore been furnished to the Agent, present fairly the financial position of the respective entities at the dates of said statements and the results of operations for the periods indicatedperiod covered thereby (or, in the case of the pro forma balance sheet, present a good faith estimate of the pro forma xxxxx cial condition of Holdings and its Subsidiaries (after giving effect to the Transaction) on a consolidated basis at the date thereof). All such financial statements, including the related schedules and notes thereto, statements have been prepared in accordance with GAAP generally accepted accounting principles and practices consistently applied consistently throughout the periods involved (except as disclosed therein and except that any such un-audited financial statements lack footnote disclosure and normal year-end audit adjustments). (3) Except as set forth in the financial statements delivered pursuant to Paragraph 3P, after giving effect to the Indebtedness and customary liabilities in respect of transaction expenses incurred in connection with the Transactions, as of the Closing Date, there are no material liabilities of the Transaction Parties of any kind (including, without limitation, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives) required to be set forth on a balance sheet or extent provided in the notes thereto prepared to said financial statements and with respect to interim financial statements, subject to normal year end adjustments. Since June 30, 1997, there has been no material adverse change in accordance with GAAPthe performance, whether accruedbusiness, contingentassets, absolutenature of assets, determinedliabilities, determinable operations, properties, condition (financial or otherwise, ) or prospects of Holdings and there is no existing condition, situation or set of circumstances which is reasonably likely to result in such its Subsidiaries taken as a liabilitywhole.

Financial Statements; Financial Condition. (1a) The unaudited pro forma consolidated balance sheet of Holdings at March 31September 30, 2004 2003 (the “Pro Forma Balance Sheet”) and the related unaudited pro forma statements of operations for the year ended December 31, 2003 2002 and the threenine-month period ended March 31September 30, 2004 2003 (collectively, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each PurchaserLender, have been prepared giving effect to the consummation of the Transactions as if they had occurred on March 31September 30, 2004 2003 in the case of such balance sheet and on January 1, 2003 2002 in the case of such statements of operations. The Pro Forma Financial Statements (each of which have undergone a Quarterly Review) have been prepared in good faith by HoldingsBorrower, based on assumptions Holdings Borrower believes to be reasonable, accurately reflect in all material respects all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis Pro Forma Basis the financial position and results of operations of Holdings and its Subsidiaries as at and for such dates, assuming that the Transactions had actually occurred at such dates. (2b) All financial statements that have been delivered pursuant to the Purchasers in connection with this Agreement subsection 6.1(u), 7.1(a) or 7.1(b) present fairly in all material respects the financial condition, results of operations and cash flows of the entities to which they relate as of the dates and for the periods indicated. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein and except that any such un-audited unaudited financial statements lack footnote disclosure and normal year-end audit adjustments). (3c) Except as set forth in the financial statements delivered pursuant to Paragraph 3Psubsection 6.1(u), after giving effect to the Indebtedness and Indebtedness, customary liabilities in respect of transaction expenses incurred in connection with the TransactionsTransactions and liabilities incurred in the ordinary course of business of the Systems or the Credit Parties since the date of the most recent such financial statements, as of the date hereof and as of the Closing Date, Date there are no material liabilities of the Transaction Credit Parties of any kind (including, without limitation, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives) required to be set forth on a balance sheet or in the notes thereto prepared in accordance with GAAP, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which is reasonably likely to result in such a liability.

Financial Statements; Financial Condition. Undisclosed ------------------------------------------------------ Liabilities; Projections; etc. (1i) The unaudited pro forma audited consolidated balance sheets ------------------------------ of Holdings for the fiscal years ended December 31, 1995 and December 31, 1996 and the audited consolidated balance sheet of Holdings at March 31June 30, 2004 (the “Pro Forma Balance Sheet”) 1997 and the related unaudited pro forma consolidated statements of operations for the year ended December 31, 2003 and the three-month period ended March 31, 2004 (collectively, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Purchaser, have been prepared giving effect to the consummation of the Transactions as if they had occurred on March 31, 2004 in the case of such balance sheet and on January 1, 2003 in the case of such statements of operations. The Pro Forma Financial Statements (each of which have undergone a Quarterly Review) have been prepared in good faith by Holdings, based on assumptions Holdings believes to be reasonable, accurately reflect in all material respects all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the financial position and results of operations of Holdings and its Subsidiaries as at and for such dates, assuming that the Transactions had actually occurred at such dates. (2) All financial statements that have been delivered to the Purchasers in connection with this Agreement present fairly in all material respects the financial condition, results of operations and cash flows of Holdings for the entities to which they relate fiscal year or six month period, as the case may be, ended as of such dates, and the financial statements of each Company listed on Schedule III at the dates listed on Schedule III and for the fiscal periods ended as of the dates listed on Schedule III, which, in the case of the annual statements, have been audited by Xxxxxx Xxxxxxxx L.L.P., in the case of the financial statements of Holdings and have been examined or reviewed by the independent certified public accountants listed on Schedule III, in the case of the other financial statements, who delivered unqualified opinions in respect thereto and (ii) the pro forma (after giving effect to the Transaction and the related financing thereof) consolidated balance sheet of Holdings as at the Initial Borrowing Date, copies of all of which financial statements referred to in the preceding clauses (i) and (ii) have heretofore been furnished to the Agent, present fairly the financial position of the respective entities at the dates of said statements and the results of operations for the periods indicatedperiod covered thereby (or, in the case of the pro forma balance sheet, present a good faith estimate of the pro forma financial condition of Holdings and its Subsidiaries (after giving effect to the Transaction) on a consolidated basis at the date thereof). All such financial statements, including the related schedules and notes thereto, statements have been prepared in accordance with GAAP generally accepted accounting principles and practices consistently applied consistently throughout except to the periods involved (except as disclosed therein and except that any such un-audited extent provided in the notes to said financial statements lack footnote disclosure and with respect to interim financial statements, subject to normal year-year end audit adjustments). Since June 30, 1997, there has been no material adverse change in the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of Holdings and its Subsidiaries taken as a whole. (3b) Except On and as set forth in of the financial statements delivered pursuant to Paragraph 3PInitial Borrowing Date, on a pro forma basis after giving effect to the Indebtedness Transaction and customary liabilities in respect of transaction expenses incurred in connection with all other transactions contemplated by the Transactions, Documents as of the Closing Date, there are no material liabilities of the Transaction Parties of any kind such date and to all Indebtedness (including, without limitation, liabilities for taxesthe Loans) being incurred in connection with the Transaction, and Liens created, and to be created, by each Credit Party in connection therewith: (a) the sum of the assets (including all contribution and subrogation rights and other intangible assets), at a fair valuation, of each Credit Party will exceed its debts; (b) no Credit Party has incurred or intends to, or believes that it will, incur debts beyond its ability to pay such debts as such debts mature; and (c) each Credit Party will have sufficient capital with which to conduct its business. For purposes of this Section 7.05(b) "debt" means any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives) required to be set forth liability on a balance sheet or in the notes thereto prepared in accordance with GAAPclaim, and "claim" means (i) right to payment, whether accruedor not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, absolutematured, determinedunmatured, determinable disputed, undisputed, legal, equitable, secured, or otherwiseunsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, and there whether or not such right to an equitable remedy is no existing conditionreduced to judgment, situation fixed, contingent, matured, unmatured, subordinated, disputed, undisputed, secured or set of circumstances which is reasonably likely to result in such a liabilityunsecured.

Financial Statements; Financial Condition. (1a) The unaudited pro forma consolidated balance sheet of Holdings at March 31September 30, 2004 2003 (the “Pro Forma Balance Sheet”) and the related unaudited pro forma statements of operations for the year ended December 31, 2003 2002 and the threenine-month period ended March 31September 30, 2004 2003 (collectively, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each PurchaserLender, have been prepared giving effect to the consummation of the Original Transactions as if they had occurred on March 31September 30, 2004 2003 in the case of such balance sheet and on January 1, 2003 2002 in the case of such statements of operations. The Pro Forma Financial Statements (each of which have undergone a Quarterly Review) have been prepared in good faith by HoldingsBorrower, based on assumptions Holdings Borrower believes to be reasonable, accurately reflect in all material respects all adjustments required to be made to give effect to the Original Transactions and present fairly in all material respects on a pro forma basis Pro Forma Basis the financial position and results of operations of Holdings and its Subsidiaries as at and for such dates, assuming that the Original Transactions had actually occurred at such dates. (2b) All financial statements that have been delivered pursuant to subsection 6.1(u) of the Purchasers in connection with this Agreement Original Credit Agreement, 7.1(a) or 7.1(b) present fairly in all material respects the financial condition, results of operations and cash flows of the entities to which they relate as of the dates and for the periods indicated. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein and except that any such un-audited unaudited financial statements lack footnote disclosure and normal year-end audit adjustments). (3c) Except as set forth in the financial statements delivered pursuant to Paragraph 3Psubsection 6.1(u) of the Original Credit Agreement, after giving effect to the Indebtedness and Indebtedness, customary liabilities in respect of transaction expenses incurred in connection with the TransactionsOriginal Transactions and liabilities incurred in the ordinary course of business of the Systems or the Credit Parties since the date of the most recent such financial statements, as of the Original Effective Date and as of the Closing Date, Date there are no material liabilities of the Transaction Credit Parties of any kind (including, without limitation, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives) required to be set forth on a balance sheet or in the notes thereto prepared in accordance with GAAP, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which is reasonably likely to result in such a liability.

Financial Statements; Financial Condition. Section 3.7.1 The Company has delivered to Parent its audited financial statements (1) The unaudited pro forma consolidated balance sheet and income and cash flow statements, including notes thereto) of Holdings at the Company as of March 31, 2004 2008, March 31, 2009 and March 31, 2010 and for the respective fiscal years then ended (the “Pro Forma Balance Sheet”) and the related unaudited pro forma statements of operations for the year ended December 31, 2003 and the three-month period ended March 31, 2004 (collectively, the “Pro Forma Audited Company Financial Statements”), copies and the unaudited financial statements of which have heretofore been furnished to each Purchaserthe Company for the (3) month period ended June 30, 2010, for the six (6) month period ended September 30, 2010 and for the nine (9) month period ended December 31, 2010 (together with the Audited Company Financial Statements, the “Company Financial Statements”). The Company Financial Statements have been prepared giving effect to in accordance with GAAP applied on a consistent basis throughout the consummation of periods indicated (except as may be indicated in the Transactions as if they had occurred on March 31notes thereto and, 2004 in the case of such balance sheet unaudited quarterly financial statements, for the absence of footnotes and on January 1subject to normal year-end audit adjustments which were not and would not, 2003 individually or in the case of such statements of operations. The Pro Forma Financial Statements (aggregate, be material), and each of which have undergone a Quarterly Review) have been prepared in good faith by Holdings, based on assumptions Holdings believes to be reasonable, accurately reflect in all material respects all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the financial position and results of operations of Holdings and its Subsidiaries as at and for such dates, assuming that the Transactions had actually occurred at such dates. (2) All financial statements that have been delivered to the Purchasers in connection with this Agreement present presents fairly in all material respects the consolidated financial conditionposition, results of operations and cash flows of the entities to which they relate Company as of the respective dates thereof and for the respective periods indicatedindicated therein. All such financial statementsThe books and records of the Company have been, including the related schedules and notes theretoare being, have been prepared maintained in all material respects in accordance with GAAP applied consistently throughout applicable legal and accounting requirements, and the periods involved (except as disclosed therein Company Financial Statements are consistent with such books and except that any such un-audited financial statements lack footnote disclosure and normal year-end audit adjustments)records. (3) Except Section 3.7.2 The net accounts receivable, net inventory and deferred revenue described in the Company Financial Statements are a true and accurate statement thereof. Promises and commitments by the Company to provide goods and services in the future for which consideration has been received but goods and services have not yet been provided are properly reflected and disclosed in their entirety in the Company Financial Statements as deferred revenue in accordance with GAAP. Other than as set forth in the financial statements delivered pursuant to Paragraph 3P, after giving effect to the Indebtedness and customary liabilities in respect of transaction expenses incurred in connection with the Transactions, as Section 3.7.2 of the Closing DateCompany Disclosure Schedule, there are the Company has no material liabilities of the Transaction Parties of any kind other (including, without limitation, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesi) required commitments to be set forth on a balance sheet or provide goods and services in the notes thereto prepared future that would be recognizable as income upon performance by the Company, (ii) inventory held for sale, (iii) work-in-progress or (iv) inventory or asset writedowns for obsolescence, other than as reflected and disclosed in accordance with GAAP, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which is reasonably likely to result in such a liabilitythe Company Financial Statements.