Common use of Financial Statements; Financial Condition Clause in Contracts

Financial Statements; Financial Condition. (a) As of their respective dates, the consolidated financial statements of the Borrower and its Subsidiaries included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC (including Regulation S-X) with respect thereto. Such financial statements have been prepared in accordance with GAAP (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments that are not material individually or in the aggregate), and fairly present in all material respects the consolidated financial position of the Borrower and its Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in stockholders equity for the periods specified. (b) There are no material off-balance sheet arrangements or any relationships with unconsolidated entities or other Persons that (i) may have a material current or, to any of the Loan Parties’ or any of their Subsidiaries’ knowledge, material future effect on any Loan Party’s or any of its Subsidiaries’ financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses or (ii) that are required to be disclosed by the Borrower in the SEC Documents that have not been so disclosed in the SEC Documents. (c) The accounting firm that expressed its opinion with respect to the consolidated financial statements included in the Borrower’s most recently filed annual report on Form 10-K, and reviewed the consolidated financial statements included in the Borrower’s most recently filed quarterly report on Form 10-Q, was independent of the Borrower pursuant to the standards set forth in Rule 2-01 of Regulation S-X promulgated by the SEC and as required by the applicable rules and guidance of the Public Company Accounting Oversight Board (United States), and such firm was otherwise qualified to render such opinion under Applicable Law and the rules and regulations of the SEC. (d) Neither the Borrower nor any of its Subsidiaries is required to file or will be required to file any agreement, note, lease, mortgage, deed or other instrument entered into prior to the date this representation is made and to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries is bound that has not been previously filed as an exhibit (including by way of incorporation by reference) to the Borrower’s reports filed with the SEC under the Exchange Act. Other than (i) the liabilities assumed or created pursuant to this Agreement and the other Facility Documents, (ii) liabilities accrued for in the latest balance sheet included in the Borrower’s most recent periodic report (on Form 10- Q or Form 10-K) filed prior to the date this representation is made (the date of such balance sheet, the “Latest Balance Sheet Date”) and (iii) liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date, the Borrower and its Subsidiaries do not have any other liabilities (whether fixed or unfixed, known or unknown, absolute or contingent, asserted or unasserted, xxxxxx or inchoate, liquidated or unliquidated, or secured or unsecured, and regardless of when any Proceeding with respect thereto is instituted). (e) The pro forma financial statements included in the SEC Documents (including by way of incorporation by reference) comply, in all material respects, with the applicable requirements of Regulation S-X promulgated by the SEC, the assumptions used in preparing such pro forma financial statements provide a reasonable basis for presenting the significant effects directly attributable to the transactions or

Financial Statements; Financial Condition. (a) As of their respective dates, the consolidated financial statements of the Borrower and its Subsidiaries included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC (including Regulation S-X) with respect thereto. Such financial statements have been prepared in accordance with GAAP Accounting Principles (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments that are not material individually or in the aggregateaggregate and lack of footnote disclosures), and fairly present in all material respects the consolidated financial position of the Borrower and its Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in stockholders equity for the periods specified. (b) There are no material off-balance sheet arrangements or any relationships with unconsolidated entities or other Persons that (ia) may have a material current or, to any of the Loan Parties’ or any of their Subsidiaries’ knowledge, material future effect on any Loan Party’s or any of its Subsidiaries’ financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses or (iib) that are required to be disclosed by the Borrower in the SEC Documents that have not been so disclosed in the SEC Documents. (c) The accounting firm that expressed its opinion with respect to the consolidated financial statements included in the Borrower’s most recently filed annual report on Form 10-K, and reviewed the consolidated financial statements included in the Borrower’s most recently filed quarterly report on Form 10-Q, was independent of the Borrower pursuant to the standards set forth in Rule 2-01 of Regulation S-X promulgated by the SEC and as required by the applicable rules and guidance of the Public Company Accounting Oversight Board (United States), and such firm was otherwise qualified to render such opinion under Applicable Law and the rules and regulations of the SEC. (d) Neither the Borrower nor any of its Subsidiaries is required to file or will be required to file any agreement, note, lease, mortgage, deed or other instrument entered into prior to the date this representation is made and to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries is bound that has not been previously filed as an exhibit (including by way of incorporation by reference) to the Borrower’s reports filed with the SEC under the Exchange Act. Other than (i) the liabilities assumed or created pursuant to this Agreement and the other Facility Documents, (ii) liabilities accrued for in the latest balance sheet included in the Borrower’s most recent periodic report (on Form 10- Q or Form 10-K) filed prior to the date this representation is made (the date of such balance sheetIf applicable, the “Latest Balance Sheet Date”) and (iii) liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date, the Borrower and its Subsidiaries do not have any other liabilities (whether fixed or unfixed, known or unknown, absolute or contingent, asserted or unasserted, xxxxxx or inchoate, liquidated or unliquidated, or secured or unsecured, and regardless of when any Proceeding with respect thereto is instituted). (e) The pro forma financial statements included in the SEC Documents (including by way of incorporation by reference) comply, in all material respects, with the applicable requirements of Regulation S-X promulgated by the SEC, the assumptions used in preparing such pro forma financial statements provide a reasonable basis for presenting the significant effects directly attributable to the transactions oror events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts. Except as a result of, and in connection with, the Chapter 11 Cases, since the date of the latest balance sheet included in the Borrower’s most recent periodic report (on Form 10-Q or Form 10-K) filed prior to the date this representation is made (the date of such balance sheet, the “Latest Balance Sheet Date”) or as otherwise disclosed in any SEC Document, (i) no Loan Party or any of its Subsidiaries has sold any material assets, or entered into any material transactions, outside of the ordinary course of business, except as permitted by this Agreement and (ii) the Borrower has not declared, paid or made any dividends or other distributions to holders of its Stock, except as permitted by this Agreement. All financial performance projections included in any SEC Document or otherwise publicly disclosed by the Borrower represent the Borrower’s good faith estimate of future financial performance and are based on assumptions believed by the Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results and such differences may be material.

Financial Statements; Financial Condition. (a) As (i) The audited consolidated balance sheet of their respective dates, the consolidated financial statements of the Borrower and its Subsidiaries included at December 31, 2022 and the related consolidated statements of income and cash flows and changes in stockholder’s equity of Borrower for the SEC Documents complied as fiscal year of Borrower ended on such date, in each case furnished to form the Administrative Agent for delivery to the Lenders prior to the Effective Date, present fairly in all material respects with applicable accounting requirements the consolidated financial position of Borrower and its Subsidiaries at the date of said financial statements and the published rules results of operations for the period covered thereby, (ii) the unaudited consolidated balance sheet of Borrower as at September 30, 2023 and regulations the related consolidated statements of income and cash flows and changes in stockholders’ equity of Borrower for the SEC three-month period ended on such date, in each case furnished to the Lenders prior to the Closing Date, present fairly in all material respects the consolidated financial condition of Borrower and its Subsidiaries at the date of said financial statements and the results of operations for the respective periods covered thereby, subject to normal year-end adjustments and the absence of footnotes, and (including Regulation S-Xiii) with respect theretothe preliminary unaudited consolidated balance sheet of Borrower and its Subsidiaries at December 31, 2023 and the related preliminary consolidated statements of income and cash flows and changes in stockholder’s equity of Borrower for the fiscal year of Borrower ended on such date, in each case furnished to the Administrative Agent for delivery to the Lenders prior to the Effective Date, present fairly in all material respects the consolidated financial position of Borrower and its Subsidiaries at the date of said financial statements and the results of operations for the period covered thereby. Such All such financial statements have been prepared in accordance with GAAP (consistently applied and subject, in the case of the unaudited quarterly financial statements, to normal year-end audit adjustments that are not material individually or in the aggregate), and fairly present in all material respects the consolidated financial position of the Borrower and its Subsidiaries as of the dates thereof and the consolidated results absence of their operations, cash flows and changes in stockholders equity for the periods specified. (b) There are no material off-balance sheet arrangements or any relationships with unconsolidated entities or other Persons that (i) may have a material current or, to any of the Loan Parties’ or any of their Subsidiaries’ knowledge, material future effect on any Loan Party’s or any of its Subsidiaries’ financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses or (ii) that are required to be disclosed by the Borrower in the SEC Documents that have not been so disclosed in the SEC Documents. (c) The accounting firm that expressed its opinion with respect to the consolidated financial statements included in the Borrower’s most recently filed annual report on Form 10-K, and reviewed the consolidated financial statements included in the Borrower’s most recently filed quarterly report on Form 10-Q, was independent of the Borrower pursuant to the standards set forth in Rule 2-01 of Regulation S-X promulgated by the SEC and as required by the applicable rules and guidance of the Public Company Accounting Oversight Board (United States), and such firm was otherwise qualified to render such opinion under Applicable Law and the rules and regulations of the SEC. (d) Neither the Borrower nor any of its Subsidiaries is required to file or will be required to file any agreement, note, lease, mortgage, deed or other instrument entered into prior to the date this representation is made and to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries is bound that has not been previously filed as an exhibit (including by way of incorporation by reference) to the Borrower’s reports filed with the SEC under the Exchange Act. Other than (i) the liabilities assumed or created pursuant to this Agreement and the other Facility Documents, (ii) liabilities accrued for in the latest balance sheet included in the Borrower’s most recent periodic report (on Form 10- Q or Form 10-K) filed prior to the date this representation is made (the date of such balance sheet, the “Latest Balance Sheet Date”) and (iii) liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date, the Borrower and its Subsidiaries do not have any other liabilities (whether fixed or unfixed, known or unknown, absolute or contingent, asserted or unasserted, xxxxxx or inchoate, liquidated or unliquidated, or secured or unsecured, and regardless of when any Proceeding with respect thereto is instituted). (e) The pro forma financial statements included in the SEC Documents (including by way of incorporation by reference) comply, in all material respects, with the applicable requirements of Regulation S-X promulgated by the SEC, the assumptions used in preparing such pro forma financial statements provide a reasonable basis for presenting the significant effects directly attributable to the transactions orfootnotes.

Financial Statements; Financial Condition. The Borrowers have furnished Agent and the Lenders with the following financial statements, identified by the chief financial officer of Parent: (a) As a balance sheet and income statement of their respective dates, the consolidated financial statements Parent and its Consolidated Subsidiaries for each of the Borrower five fiscal years ended September 30, 1995, 1996, 1997, 1998, and its Subsidiaries included in the SEC Documents complied as to form in 1999, all material respects with applicable accounting requirements and the published rules and regulations of the SEC (including Regulation S-X) with respect thereto. Such certified by Parent's independent certified public accountants, which financial statements have been prepared in accordance with GAAP generally accepted accounting principles; and (subjectb) an unaudited balance sheet and income statement of Parent and its Consolidated Subsidiaries as of March 31, in the case of unaudited quarterly financial statements, 2000 certified (subject to normal year-end adjustments that are not material individually or in and the aggregate)absence of footnotes and other disclosures) as to fairness of presentation, generally accepted accounting principles by the principal financial officer of Parent. The Borrowers further represent that: (a) said balance sheets and their accompanying notes fairly present in all material respects the consolidated financial position condition of the Borrower Parent and its Consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in stockholders equity for the periods specified. thereof; (b) There are there has been no material off-balance sheet arrangements or any relationships with unconsolidated entities or other Persons that (i) may have a material current orMaterial Adverse Change since March 31, to any of the Loan Parties’ or any of their Subsidiaries’ knowledge, material future effect on any Loan Party’s or any of its Subsidiaries’ financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses or (ii) that are required to be disclosed by the Borrower in the SEC Documents that have not been so disclosed in the SEC Documents. 2000; and (c) The accounting firm that expressed its opinion with respect to the consolidated financial statements included in the Borrower’s most recently filed annual report on Form 10-K, and reviewed the consolidated financial statements included in the Borrower’s most recently filed quarterly report on Form 10-Q, was independent of the Borrower pursuant to the standards set forth in Rule 2-01 of Regulation S-X promulgated by the SEC and as required by the applicable rules and guidance of the Public Company Accounting Oversight Board (United States), and such firm was otherwise qualified to render such opinion under Applicable Law and the rules and regulations of the SEC. (d) Neither the Borrower neither Parent nor any of its Consolidated Subsidiaries is required has any direct or contingent liabilities which are not disclosed on said financial statements (to file or will the extent disclosure thereof would be required to file any agreementunder generally accepted accounting principles); (d) on and as of the date hereof, note, lease, mortgage, deed or other instrument entered into prior after giving effect to the date this representation is made and to which incurrence of the Borrower or any of its Subsidiaries is a party or initial Loans by which the Borrower or any of its Subsidiaries is bound that has not been previously filed as an exhibit (including by way of incorporation by reference) to the Borrower’s reports filed with the SEC under the Exchange Act. Other than Borrowers hereunder, (i) the liabilities assumed or created pursuant to this Agreement sum of the assets, at a fair valuation, of the Parent and the other Facility Documents, its Consolidated Subsidiaries will exceed their debts; (ii) liabilities accrued for in the latest balance sheet included in the Borrower’s most recent periodic report (on Form 10- Q or Form 10-K) filed prior Borrowers have not incurred and do not intend to the date this representation is made (the date of incur, and do not believe they will incur, debts beyond their ability to pay such balance sheetdebts as such debts mature, the “Latest Balance Sheet Date”) and (iii) liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date, the Borrower and its Subsidiaries do not Borrowers will have any other liabilities (whether fixed or unfixed, known or unknown, absolute or contingent, asserted or unasserted, xxxxxx or inchoate, liquidated or unliquidated, or secured or unsecuredsufficient capital with which to conduct their businesses, and regardless of when any Proceeding with respect thereto (iv) the Borrowers are is instituted). (e) The in pro forma financial statements included in the SEC Documents (including by way of incorporation by reference) comply, in all material respects, --------- compliance with the applicable requirements financial covenants set forth in Section 7.1(i) of Regulation S-X promulgated by the SEC, the assumptions used in preparing such pro forma financial statements provide a reasonable basis for presenting the significant effects directly attributable to the transactions or-------------- this Agreement.

Financial Statements; Financial Condition. Undisclosed ------------------------------------------------------ Liabilities; Projections; etc. (a) As The consolidated balance sheet of their respective dates, the consolidated financial statements of the Borrower Holdings ----------------------------- and its Subsidiaries included in for its fiscal years and twelve Fiscal Month period ended on December 30, 1995, December 28, 1996, December 27, 1997 and November 28, 1998, respectively, and the SEC Documents complied related consolidated statements of income, cash flows and shareholders' equity of Holdings and its Subsidiaries for the fiscal year or twelve Fiscal Month period, as the case may be, ended on such dates, copies of which have been furnished to form the Lenders prior to the Initial Borrowing Date, present fairly in all material respects with applicable accounting requirements the financial position of Holdings and its Subsidiaries at the dates of such balance sheets and the published rules and regulations consolidated results of the SEC (including Regulation S-X) with respect theretooperations of Holdings and its Subsidiaries for the periods covered thereby. Such All of the foregoing financial statements have been prepared in accordance with GAAP generally accepted accounting principles consistently applied (subjectexcept, in the case of unaudited quarterly the aforementioned twelve Fiscal Month interim financial statements, to for normal year-end adjustments that are not material individually or in audit adjustment and the aggregateabsence of footnotes), and fairly present in all material respects the . The pro forma consolidated financial position balance sheet of the Borrower Holdings and its Subsidiaries as of the dates thereof Initial Borrowing Date (after giving effect to the transactions contemplated herein), a copy of which has been furnished to the Lenders prior to the Initial Borrowing Date, presents fairly in all material respects the pro forma financial position of Holdings and its Subsidiaries as of the Initial Borrowing Date. After giving effect to the transactions contemplated herein and in the other Credit Documents (but for this purpose assuming that such transactions and the consolidated results of their related financing had occurred prior to December 27, 1997), since December 27, 1997, there has been no material adverse change in the business, operations, cash flows and changes in stockholders equity for the periods specified. property, assets, liabilities, condition (bfinancial or otherwise) There are no material off-balance sheet arrangements or any relationships with unconsolidated entities or other Persons that (i) may have a material current or, to any of the Loan Parties’ or any of their Subsidiaries’ knowledge, material future effect on any Loan Party’s or any of its Subsidiaries’ financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses or (ii) that are required to be disclosed by the Borrower in the SEC Documents that have not been so disclosed in the SEC Documents. (c) The accounting firm that expressed its opinion with respect to the consolidated financial statements included in the Borrower’s most recently filed annual report on Form 10-K, and reviewed the consolidated financial statements included in the Borrower’s most recently filed quarterly report on Form 10-Q, was independent prospects of the Borrower pursuant to the standards set forth in Rule 2-01 or of Regulation S-X promulgated by the SEC and as required by the applicable rules and guidance of the Public Company Accounting Oversight Board (United States), and such firm was otherwise qualified to render such opinion under Applicable Law and the rules and regulations of the SEC. (d) Neither the Borrower nor any of its Subsidiaries is required to file or will be required to file any agreement, note, lease, mortgage, deed or other instrument entered into prior to the date this representation is made and to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries is bound that has not been previously filed as an exhibit (including by way of incorporation by reference) to the Borrower’s reports filed with the SEC under the Exchange Act. Other than (i) the liabilities assumed or created pursuant to this Agreement and the other Facility Documents, (ii) liabilities accrued for in the latest balance sheet included in the Borrower’s most recent periodic report (on Form 10- Q or Form 10-K) filed prior to the date this representation is made (the date of such balance sheet, the “Latest Balance Sheet Date”) and (iii) liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date, the Borrower Holdings and its Subsidiaries do not have any other liabilities (whether fixed or unfixed, known or unknown, absolute or contingent, asserted or unasserted, xxxxxx or inchoate, liquidated or unliquidated, or secured or unsecured, and regardless of when any Proceeding with respect thereto is instituted). (e) The pro forma financial statements included in the SEC Documents (including by way of incorporation by reference) comply, in all material respects, with the applicable requirements of Regulation S-X promulgated by the SEC, the assumptions used in preparing such pro forma financial statements provide taken as a reasonable basis for presenting the significant effects directly attributable to the transactions orwhole.

Financial Statements; Financial Condition. (a) As of their respective dates, the consolidated financial The audited statements of Consolidated financial condition of the Borrower Parent and its Subsidiaries included in for the SEC Documents complied as to form in all material respects with applicable accounting requirements fiscal year ending December 31, 2003 and the published rules related Consolidated statements of income and regulations cash flows of the SEC (including Regulation S-X) with respect thereto. Such financial statements have been prepared in accordance with GAAP (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments that are not material individually or in the aggregate), and fairly present in all material respects the consolidated financial position of the Borrower Parent and its Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in stockholders equity for the periods specified. such fiscal year ended on such date (b) There are no material off-balance sheet arrangements or any relationships with unconsolidated entities or other Persons that (i) may which have a material current or, to any of the Loan Parties’ or any of their Subsidiaries’ knowledge, material future effect on any Loan Party’s or any of its Subsidiaries’ financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses or (ii) that are required to be disclosed been certified by the Borrower in the SEC Documents that have not been so disclosed in the SEC Documents. (c) The accounting firm that expressed its opinion with respect nationally recognized independent certified public accountants satisfactory to the consolidated financial statements included in the Borrower’s most recently filed annual report on Form 10-K, Agents and reviewed the consolidated financial statements included in the Borrower’s most recently filed quarterly report on Form 10-Q, was independent of the Borrower pursuant previously delivered to the standards set forth in Rule 2-01 of Regulation S-X promulgated by the SEC and as required by the applicable rules and guidance of the Public Company Accounting Oversight Board (United States), and such firm was otherwise qualified to render such opinion under Applicable Law and the rules and regulations of the SEC. (deach Lender) Neither the Borrower nor any of its Subsidiaries is required to file or will be required to file any agreement, note, lease, mortgage, deed or other instrument entered into prior to the date this representation is made and to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries is bound that has not been previously filed as an exhibit (including by way of incorporation by reference) to the Borrower’s reports filed with the SEC under the Exchange Act. Other than (i) the liabilities assumed or created pursuant to this Agreement and the other Facility Documents, (ii) liabilities accrued for in the latest balance sheet included in the Borrower’s most recent periodic report (on Form 10- Q or Form 10-K) filed prior to the date this representation is made (the date of such balance sheet, the “Latest Balance Sheet Date”) and (iii) liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date, the Borrower and its Subsidiaries do not have any other liabilities (whether fixed or unfixed, known or unknown, absolute or contingent, asserted or unasserted, xxxxxx or inchoate, liquidated or unliquidated, or secured or unsecured, and regardless of when any Proceeding with respect thereto is instituted). (e) The pro forma financial statements included in the SEC Documents (including by way of incorporation by reference) complyfairly present, in all material respects, the Consolidated financial condition of the 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, all in accordance with generally accepted accounting principles consistently applied, except for the applicable requirements inclusion of Regulation Sdetailed footnotes and subject to year-X promulgated 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 SECTransaction 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 assumptions used Consolidated financial condition of the Parent and its Subsidiaries as at such dates and contain all pro forma adjustments necessary in preparing order to fairly reflect such assumptions; provided, however, that such unaudited pro forma financial statements provide do not purport to present the actual results of operations of the Parent and its Subsidiaries on a reasonable Consolidated basis for presenting as if the significant effects directly attributable to transaction contemplated by the transactions orTransaction 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.

Financial Statements; Financial Condition. (a) As of their respective dates, the consolidated financial statements of the Borrower and its Subsidiaries included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC (including Regulation S-X) with respect thereto. Such financial statements have been prepared in accordance with GAAP Accounting Principles (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments that are not material individually or in the aggregateaggregate and lack of footnote disclosures), and fairly present in all material respects the consolidated financial position of the Borrower and its Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in stockholders equity for the periods specified. (b) There are no material off-balance sheet arrangements or any relationships with unconsolidated entities or other Persons that (ia) may have a material current or, to any of the Loan Parties’ or any of their Subsidiaries’ knowledge, material future effect on any Loan Party’s or any of its Subsidiaries’ financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses or (iib) that are required to be disclosed by the Borrower in the SEC Documents that have not been so disclosed in the SEC Documents. (c) The accounting firm that expressed its opinion with respect to the consolidated financial statements included in the Borrower’s most recently filed annual report on Form 10-K, and reviewed the consolidated financial statements included in the Borrower’s most recently filed quarterly report on Form 10-Q, was independent of the Borrower pursuant to the standards set forth in Rule 2-01 of Regulation S-X promulgated by the SEC and as required by the applicable rules and guidance of the Public Company Accounting Oversight Board (United States), and such firm was otherwise qualified to render such opinion under Applicable Law and the rules and regulations of the SEC. (d) Neither the Borrower nor any of its Subsidiaries is required to file or will be required to file any agreement, note, lease, mortgage, deed or other instrument entered into prior to the date this representation is made and to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries is bound that has not been previously filed as an exhibit (including by way of incorporation by reference) to the Borrower’s reports filed with the SEC under the Exchange Act. Other than (i) the liabilities assumed or created pursuant to this Agreement and the other Facility Documents, (ii) liabilities accrued for in the latest balance sheet included in the Borrower’s most recent periodic report (on Form 10- Q or Form 10-K) filed prior to the date this representation is made (the date of such balance sheetIf applicable, the “Latest Balance Sheet Date”) and (iii) liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date, the Borrower and its Subsidiaries do not have any other liabilities (whether fixed or unfixed, known or unknown, absolute or contingent, asserted or unasserted, xxxxxx or inchoate, liquidated or unliquidated, or secured or unsecured, and regardless of when any Proceeding with respect thereto is instituted). (e) The pro forma financial statements included in the SEC Documents (including by way of incorporation by reference) comply, in all material respects, with the applicable requirements of Regulation S-X promulgated by the SEC, the assumptions used in preparing such pro forma financial statements provide a reasonable basis for presenting the significant effects directly attributable to the transactions oror events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts. Since the date of the latest balance sheet included in the Borrower’s most recent periodic report (on Form 10-Q or Form 10-K) filed prior to the date this representation is made (the date of such balance sheet, the “Latest Balance Sheet Date”) or as otherwise disclosed in any SEC Document, (i) there has been no Material Adverse Effect or any event or circumstance that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (ii) no Loan Party nor any of its Subsidiaries has sold any material assets, or entered into any material transactions, outside of the ordinary course of business, except as permitted by this Agreement and (iii) the Borrower has not declared, paid or made any dividends or other distributions to holders of its Stock, except as permitted by this Agreement. All financial performance projections included in any SEC Document or otherwise publicly disclosed by the Borrower represent the Borrower’s good faith estimate of future financial performance and are based on assumptions believed by the Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results and such differences may be material.

Financial Statements; Financial Condition. The Borrowers have furnished Agent and the Lenders with the following financial statements, identified by the chief financial officer of Parent: (a) As a balance sheet and income statement of their respective dates, the consolidated financial statements Parent and its Consolidated Subsidiaries for each of the Borrower five fiscal years ended September 30, 1994, 1995, 1996, 1997, and its Subsidiaries included in the SEC Documents complied as to form in 1998, all material respects with applicable accounting requirements and the published rules and regulations of the SEC (including Regulation S-X) with respect thereto. Such certified by Parent's independent certified public accountants, which financial statements have been prepared in accordance with GAAP generally accepted accounting principles; (subjectb) an unaudited balance sheet and income statement of Parent and its Consolidated Subsidiaries as of June 30, in the case of unaudited quarterly financial statements, 1999 certified (subject to normal year-end adjustments that are not material individually or in and the aggregate)absence of footnotes and other disclosures) as to fairness of presentation, generally accepted accounting principles by the principal financial officer of Parent; and (c) a pro forma balance sheet and income --------- statement of Parent and its Consolidated Subsidiaries after giving effect to the consummation of the SPHL Acquisition and to the incurrence of the initial Loans by the Borrowers hereunder. The Borrowers further represent that: (a) said balance sheets and their accompanying notes fairly present in all material respects the consolidated financial position condition of the Borrower Parent and its Consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in stockholders equity for the periods specified. thereof; (b) There are there has been no material off-balance sheet arrangements or any relationships with unconsolidated entities or other Persons that (i) may have a material current orMaterial Adverse Change since September 30, to any of the Loan Parties’ or any of their Subsidiaries’ knowledge, material future effect on any Loan Party’s or any of its Subsidiaries’ financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses or (ii) that are required to be disclosed by the Borrower in the SEC Documents that have not been so disclosed in the SEC Documents. 1998; and (c) The accounting firm that expressed its opinion with respect to the consolidated financial statements included in the Borrower’s most recently filed annual report on Form 10-K, and reviewed the consolidated financial statements included in the Borrower’s most recently filed quarterly report on Form 10-Q, was independent of the Borrower pursuant to the standards set forth in Rule 2-01 of Regulation S-X promulgated by the SEC and as required by the applicable rules and guidance of the Public Company Accounting Oversight Board (United States), and such firm was otherwise qualified to render such opinion under Applicable Law and the rules and regulations of the SEC. (d) Neither the Borrower neither Parent nor any of its Consolidated Subsidiaries is required has any direct or contingent liabilities which are not disclosed on said financial statements (to file or will the extent disclosure thereof would be required to file any agreementunder generally accepted accounting principles); (d) on and as of the date hereof, note, lease, mortgage, deed or other instrument entered into prior after giving effect to the date this representation is made consummation of the SPHL Acquisition and to which the Borrower or any incurrence of its Subsidiaries is a party or the initial Loans by which the Borrower or any of its Subsidiaries is bound that has not been previously filed as an exhibit (including by way of incorporation by reference) to the Borrower’s reports filed with the SEC under the Exchange Act. Other than Borrowers hereunder, (i) the liabilities assumed or created pursuant to this Agreement sum of the assets, at a fair valuation, of the Parent and the other Facility Documents, its Consolidated Subsidiaries will exceed their debts; (ii) liabilities accrued for in the latest balance sheet included in the Borrower’s most recent periodic report (on Form 10- Q or Form 10-K) filed prior Borrowers have not incurred and do not intend to the date this representation is made (the date of incur, and do not believe they will incur, debts beyond their ability to pay such balance sheetdebts as such debts mature, the “Latest Balance Sheet Date”) and (iii) liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date, the Borrower and its Subsidiaries do not Borrowers will have any other liabilities (whether fixed or unfixed, known or unknown, absolute or contingent, asserted or unasserted, xxxxxx or inchoate, liquidated or unliquidated, or secured or unsecuredsufficient capital with which to conduct their businesses, and regardless of when any Proceeding with respect thereto (iv) the Borrowers are is instituted). (e) The in pro forma compliance with --------- the financial statements included covenants set forth in the SEC Documents (including by way Section 7.1(i) of incorporation by reference) comply, in all material respects, with the applicable requirements of Regulation S-X promulgated by the SEC, the assumptions used in preparing such pro forma financial statements provide a reasonable basis for presenting the significant effects directly attributable to the transactions orthis Agreement.