Common use of Financial Statements; Fiscal Year Clause in Contracts

Financial Statements; Fiscal Year. (a) There has been furnished to each of the Lenders an audited consolidated balance sheet of the Borrower and its Subsidiaries as at the Balance Sheet Date, and consolidated statements of income and cash flow of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Ernst & Young LLP. Such balance sheet and statements of income and cash flows have been prepared in accordance with GAAP and fairly present the financial condition of the Borrower and its Subsidiaries as at the close of business on the date thereof and the results of operations for the fiscal year then ended. There are no contingent liabilities of the Borrower or any of its Subsidiaries as of such date involving material amounts, known to the officers of the Borrower, which were not disclosed in such balance sheet and the notes related thereto. (b) There has been furnished to each of the Lenders an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at August 3, 2002, and unaudited consolidated statements of income and cash flow of the Borrower and its Subsidiaries for the fiscal quarter then ended. Such balance sheet and statements of income and cash flows have been prepared in accordance with GAAP and fairly present the financial condition of the Borrower and its Subsidiaries as at the close of business on the date thereof and the results of operations for the fiscal quarter then ended (subject to year-end adjustments). There are no contingent liabilities of the Borrower or any of its Subsidiaries as of such date involving material amounts, known to the officers of the Borrower, which were not disclosed in such balance sheet and the notes related thereto. (c) The Borrower has a fiscal year which is the 52/53 week period ending on the Saturday closest to January 31st of each year.

Financial Statements; Fiscal Year. (a) There The Consolidated balance sheets of the Company and its Consolidated Subsidiaries described therein (including the accounts of all Subsidiaries of the Company for the respective periods during which a Subsidiary relationship existed) as of December 30, 2001, and the related statements of income, changes in stockholders' equity, and cash flow for the periods ended on such dates, have been prepared in accordance with GAAP, and present fairly in all material respects the financial position(s) of Borrowers and such Persons at such dates and the results of Borrowers' operations for such periods. Since December 30, 2001 there has been furnished no material adverse change in the condition, financial or otherwise, of Borrowers and such other Persons as are shown on the financial statements described in the previous sentence and no change in the aggregate value of Equipment and real Property owned by Borrowers or such other Persons, except changes in the ordinary course of business, none of which individually or in the aggregate has/have been materially adverse, and changes due to each the consummation of the Lenders an audited consolidated balance sheet SPS Sale. The fiscal year of the Borrower Company and its Subsidiaries ends on the Sunday nearest to December 31 of each year. (b) The 10-Q for the fiscal quarter ended March 31, 2002 of the Company filed with the Securities and Exchange Commission and the financial statements set forth therein has been prepared in accordance with GAAP and fairly presents in all material respects the assets and liabilities of the Company and its Consolidated Subsidiaries as at the Balance Sheet Date, and of that date. The unaudited pro forma consolidated financial statements of income and cash flow of the Borrower Company and its Consolidated Subsidiaries for the Home Health Care Business on a stand-alone basis as of March 31, 2002 for the fiscal year then endedquarter of the Company and its Consolidated Subsidiaries ending as of such date, certified by Ernst & Young LLP. Such and related balance sheet sheet, profit and statements loss statement and statement of income and cash flows flows, (the "Pre-Closing Home Health Care Statements"), have been prepared in accordance with GAAP and present fairly present the financial condition of the Borrower and its Subsidiaries as at the close of business on the date thereof and in all material respects the results of operations the Home Health Care Business for the fiscal year then endedsuch period. There are Since March 31, 2002 there has been no contingent liabilities of the Borrower or any of its Subsidiaries as of such date involving material amounts, known adverse change with respect to the officers Home Health Care Business, except changes in the ordinary course of business, none of which individually or in the Borrower, which were not disclosed in such balance sheet and the notes related thereto. (b) There aggregate has been furnished to each of the Lenders an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at August 3, 2002, and unaudited consolidated statements of income and cash flow of the Borrower and its Subsidiaries for the fiscal quarter then ended. Such balance sheet and statements of income and cash flows have been prepared in accordance with GAAP and fairly present the financial condition of the Borrower and its Subsidiaries as at the close of business on the date thereof and the results of operations for the fiscal quarter then ended (subject to year-end adjustments). There are no contingent liabilities of the Borrower or any of its Subsidiaries as of such date involving material amounts, known to the officers of the Borrower, which were not disclosed in such balance sheet and the notes related theretomaterially adverse. (c) The Borrower has a fiscal year which is the 52/53 week period ending on the Saturday closest to January 31st of each year.

Financial Statements; Fiscal Year. (a) There has been furnished to each of the Lenders an audited consolidated balance sheet of the Borrower and its Subsidiaries as at the Balance Sheet Date, and consolidated statements of income and cash flow of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Ernst & Young LLP. Such balance sheet and statements of income and cash flows have been prepared in accordance with GAAP and fairly present the financial condition of the Borrower and its Subsidiaries as at the close of business on the date thereof and the results of operations for the fiscal year then ended. There are no contingent liabilities of the Borrower or any of its Subsidiaries as of such date involving material amounts, known to the officers of the Borrower, which were not disclosed in such balance sheet and the notes related thereto. (b) There has been furnished to each of the Lenders an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at August 3May 4, 2002, and unaudited consolidated statements of income and cash flow of the Borrower and its Subsidiaries for the fiscal quarter then ended. Such balance sheet and statements of income and cash flows have been prepared in accordance with GAAP and fairly present the financial condition of the Borrower and its Subsidiaries as at the close of business on the date thereof and the results of operations for the fiscal quarter then ended (subject to year-end adjustments). There are no contingent liabilities of the Borrower or any of its Subsidiaries as of such date involving material amounts, known to the officers of the Borrower, which were not disclosed in such balance sheet and the notes related thereto. (c) The Borrower has a fiscal year which is the 52/53 week period ending on the Saturday closest to January 31st of each year.

Financial Statements; Fiscal Year. (a1) There has been furnished to each of the Lenders an audited consolidated balance sheet of the Borrower and its Subsidiaries as at the Balance Sheet Date, and consolidated statements of income and cash flow of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Ernst & Young LLP. Such balance sheet and statements of income and cash flows have been prepared in accordance with GAAP and fairly present the financial condition of the Borrower and its Subsidiaries as at the close of business on the date thereof and the results of operations for the fiscal year then ended. There are no contingent liabilities of the Borrower or any of its Subsidiaries as of such date involving material amounts, known to the officers of the Borrower, which were not disclosed in such balance sheet and the notes related thereto. (ba) There has been furnished to each of the Lenders an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at August 3of October 29, 20022016, and unaudited consolidated statements of income and cash flow of the Borrower and its Subsidiaries for the fiscal quarter then ended. Such balance sheet and statements of income and cash flows have been prepared in accordance with GAAP and fairly present the financial condition of the Borrower and its Subsidiaries as at the close of business on the date thereof and the results of operations for the fiscal quarter then ended (subject to year-end adjustments). There are no contingent liabilities of the Borrower or any of its Subsidiaries as of such date involving material amounts, known to the officers of the Borrower, which were not disclosed in such balance sheet and the notes related thereto. (cb) The Borrower has a fiscal year which is the 52/53 week period ending on the Saturday closest to January 31st of each year.

Financial Statements; Fiscal Year. (a) There has been furnished to each of the Lenders an audited consolidated balance sheet of the Borrower and its Subsidiaries as at the Balance Sheet Date, and consolidated statements of income and cash flow of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Ernst & Young LLP. Such balance sheet and statements of income and cash flows have been prepared in accordance with GAAP and fairly present the financial condition of the Borrower and its Subsidiaries as at the close of business on the date thereof and the results of operations for the fiscal year then ended. There are no contingent liabilities of the Borrower or any of its Subsidiaries as of such date involving material amounts, known to the officers of the Borrower, which were not disclosed in such balance sheet and the notes related thereto. (b) There has been furnished to each of the Lenders an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at August 3July 31, 20022010, and unaudited consolidated statements of income and cash flow of the Borrower and its Subsidiaries for the fiscal quarter then ended. Such balance sheet and statements of income and cash flows have been prepared in accordance with GAAP and fairly present the financial condition of the Borrower and its Subsidiaries as at the close of business on the date thereof and the results of operations for the fiscal quarter then ended (subject to year-end adjustments). There are no contingent liabilities of the Borrower or any of its Subsidiaries as of such date involving material amounts, known to the officers of the Borrower, which were not disclosed in such balance sheet and the notes related thereto. (c) The Borrower has a fiscal year which is the 52/53 week period ending on the Saturday closest to January 31st of each year.

Financial Statements; Fiscal Year. (a) There has been furnished to each of the Lenders an audited consolidated balance sheet of the Borrower and its Subsidiaries as at the Balance Sheet Date, and consolidated statements of income and cash flow of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Ernst & Young LLP. Such balance sheet and statements of income and cash flows have been prepared in accordance with GAAP and fairly present the financial condition of the Borrower and its Subsidiaries as at the close of business on the date thereof and the results of operations for the fiscal year then ended. There are no contingent liabilities of the Borrower or any of its Subsidiaries as of such date involving material amounts, known to the officers of the Borrower, which were not disclosed in such balance sheet and the notes related thereto. (ba) There has been furnished to each of the Lenders an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at August 3July 29, 20022006, and unaudited consolidated statements of income and cash flow of the Borrower and its Subsidiaries for the fiscal quarter then ended. Such balance sheet and statements of income and cash flows have been prepared in accordance with GAAP and fairly present the financial condition of the Borrower and its Subsidiaries as at the close of business on the date thereof and the results of operations for the fiscal quarter then ended (subject to year-end adjustments). There are no contingent liabilities of the Borrower or any of its Subsidiaries as of such date involving material amounts, known to the officers of the Borrower, which were not disclosed in such balance sheet and the notes related thereto. (cb) The Borrower has a fiscal year which is the 52/53 week period ending on the Saturday closest to January 31st of each year.