Common use of Financial Statements; Material Adverse Change Clause in Contracts

Financial Statements; Material Adverse Change. (i) The consolidated balance sheets of the Company and its Consolidated Subsidiaries as at December 31, 2002 and December 31, 2003, and the related consolidated statements of income, retained earnings and cash flows of the Company and its Consolidated Subsidiaries for the fiscal years then ended, included in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present the financial condition of the Company and its Consolidated Subsidiaries as at such dates and the results of operations of the Company and its Consolidated Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied; (ii) the consolidated balance sheets of Consumers and its consolidated Subsidiaries as at December 31, 2002 and December 31, 2003, and the related consolidated statements of income, retained earnings and cash flows of Consumers and its consolidated Subsidiaries for the fiscal years then ended, included in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present the financial condition of Consumers and its consolidated Subsidiaries as at such dates and the results of operations of Consumers and its consolidated Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied; (iii) the consolidated balance sheets of the Company and its Consolidated Subsidiaries as at March 31, 2004 and the related consolidated statements of income, retained earnings and cash flows of the Company and its Consolidated Subsidiaries for the fiscal quarter ending on such date, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present (subject to year-end audit adjustments) the financial condition of the Company and its Consolidated Subsidiaries as at such date and the results of the Company and its Consolidated Subsidiaries for such period, all in accordance with generally accepted accounting principles consistently applied; (iv) the consolidated balance sheets of Consumers and its Consolidated Subsidiaries as at March 31, 2004 and the related consolidated statements of income, retained earnings and cash flows of Consumers and its Consolidated Subsidiaries for the fiscal quarter ending on such date, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present (subject to year-end audit adjustments) the financial condition of Consumers and its Consolidated Subsidiaries as at such date and the results of Consumers and its Consolidated Subsidiaries for such period, all in accordance with generally accepted accounting principles consistently applied; (v) since December 31, 2003, except as disclosed in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 and the Company's Quarterly Report on Form 10-Q for the quarter ending March 31, 2004 and Reports on Form 8-K filed with the Securities and Exchange Commission since December 31, 2003 but prior to the Closing Date, there has been no Material Adverse Change; and (vi) except as a result of any Restatement Event (other than the Restatement itself), no Loan Party has any material liabilities or obligations except as reflected in the foregoing financial statements and in Schedule I, as evidenced by the Loan Documents and as may be incurred, in accordance with the terms of this Agreement, in the ordinary course of business (as presently conducted) following the Closing Date.

Financial Statements; Material Adverse Change. (i) The consolidated balance sheets of the Company Borrower and its Consolidated Subsidiaries as at December 31, 2002 2005 and December 31, 20032006, and the related consolidated statements of income, retained earnings and cash flows of the Company Borrower and its Consolidated Subsidiaries for the fiscal years then ended, included in the Company's Borrower’s Annual Report on Form 10-K/A K for the fiscal year ended December 31, 20032006, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present the financial condition of the Company Borrower and its Consolidated Subsidiaries as at such dates and the results of operations of the Company Borrower and its Consolidated Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied; (ii) the consolidated balance sheets of Consumers and its consolidated Subsidiaries as at December 31, 2002 2005 and December 31, 20032006, and the related consolidated statements of income, retained earnings and cash flows of Consumers and its consolidated Subsidiaries for the fiscal years then ended, included in the Company's Borrower’s Annual Report on Form 10-K/A K for the fiscal year ended December 31, 20032006, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present the financial condition of Consumers and its consolidated Subsidiaries as at such dates and the results of operations of Consumers and its consolidated Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied; (iii) the consolidated balance sheets of the Company and its Consolidated Subsidiaries as at March 31, 2004 and the related consolidated statements of income, retained earnings and cash flows of the Company and its Consolidated Subsidiaries for the fiscal quarter ending on such date, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present (subject to year-end audit adjustments) the financial condition of the Company and its Consolidated Subsidiaries as at such date and the results of the Company and its Consolidated Subsidiaries for such period, all in accordance with generally accepted accounting principles consistently applied; (iv) the consolidated balance sheets of Consumers and its Consolidated Subsidiaries as at March 31, 2004 and the related consolidated statements of income, retained earnings and cash flows of Consumers and its Consolidated Subsidiaries for the fiscal quarter ending on such date, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present (subject to year-end audit adjustments) the financial condition of Consumers and its Consolidated Subsidiaries as at such date and the results of Consumers and its Consolidated Subsidiaries for such period, all in accordance with generally accepted accounting principles consistently applied; (v) since December 31, 20032006, except as disclosed in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 and the Company's Quarterly Report on Form 10-Q for the quarter ending March 31, 2004 and Borrower’s Reports on Form 8-K filed with the Securities and Exchange Commission since December 31, 2003 2006 but prior to the Closing Date, there has been no Material Adverse Change; and (viiv) except as a result of any Restatement Event (other than the Restatement itself), the Borrower has no Loan Party has any material liabilities or obligations except as reflected in the foregoing financial statements and in Schedule I, as evidenced by the Loan Documents and as may be incurred, in accordance with the terms of this Agreement, in the ordinary course of business (as presently conducted) following the Closing Date.

Financial Statements; Material Adverse Change. (i) The consolidated balance sheets of the Company such Borrower (other than MAIT) and its Consolidated Subsidiaries Subsidiaries, as at December 31, 2002 2015 and, the related consolidated statements of income, retained earnings and December 31cash flows of such Borrower (other than MAIT) and its Subsidiaries, 2003certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such Borrower (other than MAIT) and its Subsidiaries, as at September 30, 2016, and the related consolidated statements of income, retained earnings and cash flows of the Company such Borrower (other than MAIT) and its Consolidated Subsidiaries Subsidiaries, for the fiscal years nine months then ended, included in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003, copies of each of which have been furnished to each Lender and each Fronting Bank, in all cases as amended and restated to the Administrative Agent for distribution to each Lenderdate hereof, present fairly present in all material respects the consolidated financial condition position of the Company such Borrower and its Consolidated Subsidiaries as at such the indicated dates and the consolidated results of the operations of the Company such Borrower and its Consolidated Subsidiaries for the periods ended on such the indicated dates, all in accordance with generally accepted accounting principles GAAP consistently applied; applied (ii) in the consolidated balance sheets case of Consumers such statements that are unaudited, subject to year-end adjustments and its consolidated Subsidiaries as at the exclusion of detailed footnotes). The projected financial statements of MAIT for the 12-month period ending December 31, 2002 and December 31, 2003, and the related consolidated statements of income, retained earnings and cash flows of Consumers and its consolidated Subsidiaries for the fiscal years then ended, included in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 20032017, copies of each of which have been furnished to each Lender and each Fronting Bank on or before the Administrative Agent for distribution to each LenderClosing Date, fairly present the financial condition of Consumers and its consolidated Subsidiaries as at such dates and the results of operations of Consumers and its consolidated Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied; (iii) the consolidated balance sheets of the Company and its Consolidated Subsidiaries as at March 31, 2004 and the related consolidated statements of income, retained earnings and cash flows of the Company and its Consolidated Subsidiaries for the fiscal quarter ending on such date, copies of each of which have been furnished prepared based upon good faith estimates and assumptions believed by management of MAIT in good faith to be reasonable at the Administrative Agent for distribution time made (it being understood that such projections are not to each Lenderbe viewed as fact, fairly present (forecasts and projections are subject to year-end audit adjustments) uncertainties and contingencies, actual results during the period or periods covered by such financial condition of information may differ from the Company projected results set forth therein by a material amount and its Consolidated Subsidiaries as at such date and the results of the Company and its Consolidated Subsidiaries for such period, all in accordance with generally accepted accounting principles consistently applied; (iv) the consolidated balance sheets of Consumers and its Consolidated Subsidiaries as at March 31, 2004 and the related consolidated statements of income, retained earnings and cash flows of Consumers and its Consolidated Subsidiaries for the fiscal quarter ending on such date, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present (subject to year-end audit adjustments) the financial condition of Consumers and its Consolidated Subsidiaries as at such date and the results of Consumers and its Consolidated Subsidiaries for such period, all in accordance with generally accepted accounting principles consistently applied; (v) since December 31, 2003, except no assurance can be given that any forecast or projections will be realized). Except as disclosed in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 and the Company's Quarterly Report on Form 10-Q for the quarter ending March 31, 2004 and Reports on Form 8-K filed with the Securities and Exchange Commission since December 31, 2003 but prior to the Closing Datesuch Borrower’s Disclosure Documents, there has been no change, event or occurrence since December 31, 2015 that has had a Material Adverse Change; and (vi) except as a result of any Restatement Event (other than the Restatement itself), no Loan Party has any material liabilities or obligations except as reflected in the foregoing financial statements and in Schedule I, as evidenced by the Loan Documents and as may be incurred, in accordance Effect with the terms of this Agreement, in the ordinary course of business (as presently conducted) following the Closing Daterespect to such Borrower.

Financial Statements; Material Adverse Change. (i) The consolidated balance sheets sheet of the Company Guarantor and its Consolidated Subsidiaries as at [FirstEnergy: December 31, 2002 2004][FES: the last day of the most recently completed fiscal year for which such financial statements shall have been certified in a manner acceptable to the Administrative Agent and December 31, 2003the Banks by PricewaterhouseCoopers LLP] (the “Audited Financials Date”), and the related consolidated statements of income, retained earnings and cash flows of the Company Guarantor and its Consolidated Subsidiaries for the fiscal years year then ended, included in certified by PricewaterhouseCoopers LLP, independent public accountants, and the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present the financial condition unaudited consolidated balance sheet of the Company Guarantor and its Consolidated Subsidiaries as at such dates and [FirstEnergy: September 30, 2005][FES: the results of operations last day of the Company and its Consolidated Subsidiaries most recently completed fiscal quarter for the periods ended on which such dates, all in accordance with generally accepted accounting principles consistently applied; (ii) the consolidated balance sheets of Consumers and its consolidated Subsidiaries as at December 31, 2002 and December 31, 2003financial statements shall be available], and the related consolidated statements of income, retained earnings and cash flows of Consumers the Guarantor and its consolidated Subsidiaries for the [FirstEnergy: nine months][FES: partial fiscal years year] then ended, included in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003, copies of each of which have been furnished to each Bank, in all cases as amended and restated to the Administrative Agent for distribution to each Lenderdate hereof, present fairly present the consolidated financial condition position of Consumers the Guarantor and its consolidated Subsidiaries as at such dates and the consolidated results of the operations of Consumers the Guarantor and its consolidated Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles GAAP consistently applied; (iii) the consolidated balance sheets of the Company and its Consolidated Subsidiaries as at March 31, 2004 and the related consolidated statements of income, retained earnings and cash flows of the Company and its Consolidated Subsidiaries for the fiscal quarter ending on such date, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present (subject to year-end audit adjustments) the financial condition of the Company and its Consolidated Subsidiaries as at such date and the results of the Company and its Consolidated Subsidiaries for such period, all in accordance with generally accepted accounting principles consistently applied; (iv) the consolidated balance sheets of Consumers and its Consolidated Subsidiaries as at March 31, 2004 and the related consolidated statements of income, retained earnings and cash flows of Consumers and its Consolidated Subsidiaries for the fiscal quarter ending on such date, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present (subject to year-end audit adjustments) the financial condition of Consumers and its Consolidated Subsidiaries as at such date and the results of Consumers and its Consolidated Subsidiaries for such period, all in accordance with generally accepted accounting principles consistently applied; (v) since December 31, 2003, except . Except as disclosed in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 and the Company's Quarterly Report on Form 10-Q for the quarter ending March 31, 2004 and Reports on Form 8-K filed with the Securities and Exchange Commission since December 31, 2003 but prior to the Closing DateDisclosure Documents, there has been no Material Adverse Change; material adverse change in the business, condition (financial or otherwise), results of operations or prospects of the Guarantor and (vi) except its Consolidated Subsidiaries, taken as a result of any Restatement Event (other than whole, since the Restatement itself), no Loan Party has any material liabilities or obligations except as reflected in the foregoing financial statements and in Schedule I, as evidenced by the Loan Documents and as may be incurred, in accordance with the terms of this Agreement, in the ordinary course of business (as presently conducted) following the Closing Audited Financials Date.

Financial Statements; Material Adverse Change. (i) The consolidated balance sheets of the Company FE and its Consolidated Subsidiaries Subsidiaries, with respect to ATSI and FES, and such Borrower and its Subsidiaries, with respect to any other Borrower, as at December 31, 2002 and December 31, 20032005, and the related consolidated statements of income, retained earnings and cash flows of the Company FE and its Consolidated Subsidiaries for the fiscal years then endedSubsidiaries, included in the Company's Annual Report on Form 10-K/A with respect to ATSI and FES, and such Borrower and its Subsidiaries, with respect to any other Borrower, for the fiscal year ended December 31then ended, 2003certified by PricewaterhouseCoopers LLP, copies independent public accountants, and the unaudited consolidated balance sheet of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present the financial condition of the Company FE and its Consolidated Subsidiaries Subsidiaries, with respect to ATSI and FES, and such Borrower and its Subsidiaries, with respect to any other Borrower, as at such dates and the results of operations of the Company and its Consolidated Subsidiaries for the periods ended on such datesJune 30, all in accordance with generally accepted accounting principles consistently applied; (ii) the consolidated balance sheets of Consumers and its consolidated Subsidiaries as at December 31, 2002 and December 31, 20032006, and the related consolidated statements of income, retained earnings and cash flows of Consumers FE and its consolidated Subsidiaries Subsidiaries, with respect to ATSI and FES, and such Borrower and its Subsidiaries, with respect to any other Borrower, for the fiscal years three months then ended, included in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003, copies of each of which have been furnished to each Bank and each Fronting Bank, in all cases as amended and restated to the Administrative Agent for distribution to each Lenderdate hereof, present fairly present the consolidated financial condition position of Consumers such Borrower and its consolidated Subsidiaries as at such dates and the consolidated results of the operations of Consumers such Borrower and its consolidated Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles GAAP consistently applied; (iii) the consolidated balance sheets of the Company and its Consolidated Subsidiaries as at March 31, 2004 and the related consolidated statements of income, retained earnings and cash flows of the Company and its Consolidated Subsidiaries for the fiscal quarter ending on such date, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present (subject to year-end audit adjustments) the financial condition of the Company and its Consolidated Subsidiaries as at such date and the results of the Company and its Consolidated Subsidiaries for such period, all in accordance with generally accepted accounting principles consistently applied; (iv) the consolidated balance sheets of Consumers and its Consolidated Subsidiaries as at March 31, 2004 and the related consolidated statements of income, retained earnings and cash flows of Consumers and its Consolidated Subsidiaries for the fiscal quarter ending on such date, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present (subject to year-end audit adjustments) the financial condition of Consumers and its Consolidated Subsidiaries as at such date and the results of Consumers and its Consolidated Subsidiaries for such period, all in accordance with generally accepted accounting principles consistently applied; (v) since December 31, 2003, except . Except as disclosed in the Company's FE’s, with respect to ATSI and FES, or such Borrower’s, with respect to any other Borrower, Annual Report on Form 10-K/A K for the fiscal year ended December 31, 2003 and the Company's 2005, its Quarterly Report on Form form 10-Q for the quarter ending March 31ended June 30, 2004 2006 and its Current Reports on Form 8-K filed with the Securities and Exchange Commission since December 31, 2003 but in 2005 prior to the Closing Datedate hereof (copies of which have been furnished to each Bank), there has been no Material Adverse Change; material adverse change in the business, condition (financial or otherwise), results of operations or prospects of such Borrower and (vi) except its Consolidated Subsidiaries, taken as a result of any Restatement Event (other than the Restatement itself)whole, no Loan Party has any material liabilities or obligations except as reflected in the foregoing financial statements and in Schedule Isince December 31, as evidenced by the Loan Documents and as may be incurred, in accordance with the terms of this Agreement, in the ordinary course of business (as presently conducted) following the Closing Date2005.

Financial Statements; Material Adverse Change. (i) The consolidated balance sheets of the Company FE and its Consolidated Subsidiaries Subsidiaries, with respect to FE and ATSI, and such Borrower and its Subsidiaries, with respect to any other Borrower, as at December 31, 2002 and December 31, 20032006, and the related consolidated statements of income, retained earnings and cash flows of the Company FE and its Consolidated Subsidiaries for the fiscal years then endedSubsidiaries, included in the Company's Annual Report on Form 10-K/A with respect to FE and ATSI, and such Borrower and its Subsidiaries, with respect to any other Borrower, for the fiscal year ended December 31then ended, 2003certified by PricewaterhouseCoopers LLP, copies independent public accountants, and the unaudited consolidated balance sheet of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present the financial condition of the Company FE and its Consolidated Subsidiaries Subsidiaries, with respect to FE and ATSI, and such Borrower and its Subsidiaries, with respect to any other Borrower, as at such dates and the results of operations of the Company and its Consolidated Subsidiaries for the periods ended on such datesSeptember 30, all in accordance with generally accepted accounting principles consistently applied; (ii) the consolidated balance sheets of Consumers and its consolidated Subsidiaries as at December 31, 2002 and December 31, 20032007, and the related consolidated statements of income, retained earnings and cash flows of Consumers FE and its consolidated Subsidiaries Subsidiaries, with respect to FE and ATSI, and such Borrower and its Subsidiaries, with respect to any other Borrower, for the fiscal years nine months then ended, included in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003, copies of each of which have been furnished to each Lender and each Fronting Bank, in all cases as amended and restated to the Administrative Agent for distribution to each Lenderdate hereof, present fairly present the consolidated financial condition position of Consumers such Borrower and its consolidated Subsidiaries as at such dates and the consolidated results of the operations of Consumers such Borrower and its consolidated Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles GAAP consistently applied; (iii) the consolidated balance sheets of the Company and its Consolidated Subsidiaries as at March 31, 2004 and the related consolidated statements of income, retained earnings and cash flows of the Company and its Consolidated Subsidiaries for the fiscal quarter ending on such date, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present (subject to year-end audit adjustments) the financial condition of the Company and its Consolidated Subsidiaries as at such date and the results of the Company and its Consolidated Subsidiaries for such period, all in accordance with generally accepted accounting principles consistently applied; (iv) the consolidated balance sheets of Consumers and its Consolidated Subsidiaries as at March 31, 2004 and the related consolidated statements of income, retained earnings and cash flows of Consumers and its Consolidated Subsidiaries for the fiscal quarter ending on such date, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present (subject to year-end audit adjustments) the financial condition of Consumers and its Consolidated Subsidiaries as at such date and the results of Consumers and its Consolidated Subsidiaries for such period, all in accordance with generally accepted accounting principles consistently applied; (v) since December 31, 2003, except . Except as disclosed in the Company's FE’s, with respect to FE, ATSI and FES, or such Borrower’s, with respect to any other Borrower, Annual Report on Form 10-K/A K for the fiscal year ended December 31, 2003 2006, its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007, June 30, 2007 and the Company's September 30, 2007 and its Current Reports on Form 8-K filed in 2007 prior to November 2, 2007, or additionally with respect to FES in its Quarterly Report on Form 10-Q for the quarter ending March 31ended September 30, 2004 and Reports on Form 8-K filed with the Securities and Exchange Commission since December 31, 2003 but prior 2007 (copies of which have been furnished to the Closing Dateeach Lender), there has been no Material Adverse Change; material adverse change in the business, condition (financial or otherwise), results of operations or prospects of such Borrower and (vi) except its Consolidated Subsidiaries, taken as a result of any Restatement Event (other than the Restatement itself)whole, no Loan Party has any material liabilities or obligations except as reflected in the foregoing financial statements and in Schedule Isince December 31, as evidenced by the Loan Documents and as may be incurred, in accordance with the terms of this Agreement, in the ordinary course of business (as presently conducted) following the Closing Date2006.”

Financial Statements; Material Adverse Change. (i) The consolidated balance sheets of the Company and its Consolidated Subsidiaries as at December 31, 2002 2003 and December 31, 20032004, and the related consolidated statements of income, retained earnings and cash flows of the Company and its Consolidated Subsidiaries for the fiscal years then ended, included in the Company's Annual Report on Form 10-K/A K for the fiscal year ended December 31, 20032004, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present the financial condition of the Company and its Consolidated Subsidiaries as at such dates and the results of operations of the Company and its Consolidated Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied; (ii) the consolidated balance sheets of Consumers and its consolidated Subsidiaries as at December 31, 2002 2003 and December 31, 20032004, and the related consolidated statements of income, retained earnings and cash flows of Consumers and its consolidated Subsidiaries for the fiscal years then ended, included in the Company's Annual Report on Form 10-K/A K for the fiscal year ended December 31, 20032004, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present the financial condition of Consumers and its consolidated Subsidiaries as at such dates and the results of operations of Consumers and its consolidated Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied; (iii) the consolidated balance sheets of the Company and its Consolidated Subsidiaries as at March 31, 2004 2005 and the related consolidated statements of income, retained earnings and cash flows of the Company and its Consolidated Subsidiaries for the fiscal quarter ending on such date, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present (subject to year-end audit adjustments) the financial condition of the Company and its Consolidated Subsidiaries as at such date and the results of the Company and its Consolidated Subsidiaries for such period, all in accordance with generally accepted accounting principles consistently applied; (iv) the consolidated balance sheets of Consumers and its Consolidated Subsidiaries as at March 31, 2004 2005 and the related consolidated statements of income, retained earnings and cash flows of Consumers and its Consolidated Subsidiaries for the fiscal quarter ending on such date, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present (subject to year-end audit adjustments) the financial condition of Consumers and its Consolidated Subsidiaries as at such date and the results of Consumers and its Consolidated Subsidiaries for such period, all in accordance with generally accepted accounting principles consistently applied; (v) since December 31, 20032004, except as disclosed in the Company's Annual Report on Form 10-K/A K for the fiscal year ended December 31, 2003 2004 and the Company's Quarterly Report on Form 10-Q for the quarter ending March 31, 2004 2005 and Reports on Form 8-K filed with the Securities and Exchange Commission since December 31, 2003 2004 but prior to the Closing Date, there has been no Material Adverse Change; and (vi) except as a result of any Restatement Event (other than the Restatement itself), no Loan Party has any material liabilities or obligations except as reflected in the foregoing financial statements and in Schedule I, as evidenced by the Loan Documents and as may be incurred, in accordance with the terms of this Agreement, in the ordinary course of business (as presently conducted) following the Closing Date.

Financial Statements; Material Adverse Change. (ia) The consolidated balance sheets Borrower has furnished the Administrative Agent on behalf of the Company Lenders with copies of the audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries as at December 31, 2002 and December 31, 2003, and the related consolidated statements of income, retained earnings and cash flows of the Company and its Consolidated Subsidiaries for the fiscal years then ended, included in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 20032011, copies of each of which have been furnished to reported on by Ernst & Young LLP and certified by the Administrative Agent for distribution to each LenderBorrower's chief financial officer. Such financial statements present fairly, fairly present in all material respects, in accordance with GAAP, the financial condition of the Company and its Consolidated Subsidiaries as at such dates and the condition, results of operations of the Company and its Consolidated Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied; (ii) the consolidated balance sheets of Consumers and its consolidated Subsidiaries as at December 31, 2002 and December 31, 2003, and the related consolidated statements of income, retained earnings and cash flows of Consumers and its consolidated Subsidiaries for the fiscal years then ended, included in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present the financial condition of Consumers and its consolidated Subsidiaries as at such dates and the results of operations of Consumers and its consolidated Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied; (iii) the consolidated balance sheets of the Company and its Consolidated Subsidiaries as at March 31, 2004 and the related consolidated statements of income, retained earnings and cash flows of the Company Borrower and its Consolidated Subsidiaries on a consolidated basis as of such date and for such period; such balance sheets and the notes thereto disclose all liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof required to be disclosed by GAAP and such financial statements were prepared in a manner consistent with GAAP in all material respects. The Borrower has furnished the Administrative Agent on behalf of the Lenders with copies of the unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ending quarters ended March 31, 2012 and June 30, 2012, certified by the Borrower's chief financial officer. Such financial statements present fairly, in all material respects, in accordance with GAAP, the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries on a consolidated basis as of such date, copies of each of which have been furnished to the Administrative Agent date and for distribution to each Lender, fairly present such period (subject to normal year-end audit adjustments) the financial condition of the Company and its Consolidated Subsidiaries as at such date adjustments and the results absence of the Company and its Consolidated Subsidiaries for footnotes); such period, all in accordance with generally accepted accounting principles consistently applied; (iv) the consolidated balance sheets of Consumers and its Consolidated Subsidiaries as at March 31, 2004 and the related consolidated statements of income, retained earnings and cash flows of Consumers and its Consolidated Subsidiaries for the fiscal quarter ending on such date, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present (subject to year-end audit adjustments) the financial condition of Consumers and its Consolidated Subsidiaries as at such date and the results of Consumers and its Consolidated Subsidiaries for such period, all in accordance with generally accepted accounting principles consistently applied; (v) since December 31, 2003, except as disclosed in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 and the Company's Quarterly Report on Form 10-Q for the quarter ending March 31, 2004 and Reports on Form 8-K filed with the Securities and Exchange Commission since December 31, 2003 but prior to the Closing Date, there has been no Material Adverse Change; and (vi) except as a result of any Restatement Event (other than the Restatement itself), no Loan Party has any material liabilities or obligations except as reflected in the foregoing financial statements and the notes thereto disclose all liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the dates thereof required to be disclosed by GAAP and such financial statements were prepared in Schedule I, as evidenced by the Loan Documents and as may be incurred, a manner consistent with GAAP in accordance with the terms of this Agreement, in the ordinary course of business (as presently conducted) following the Closing Dateall material respects.

Financial Statements; Material Adverse Change. (i) The consolidated balance sheets of the Company FE and its Consolidated Subsidiaries Subsidiaries, with respect to ATSI and FES, and such Borrower and its Subsidiaries, with respect to any other Borrower, as at December 31, 2002 and December 31, 20032004, and the related consolidated statements of income, retained earnings and cash flows of the Company FE and its Consolidated Subsidiaries for the fiscal years then endedSubsidiaries, included in the Company's Annual Report on Form 10-K/A with respect to ATSI and FES, and such Borrower and its Subsidiaries, with respect to any other Borrower, for the fiscal year ended December then ended, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of FE and its Subsidiaries, with respect to ATSI and FES, and such Borrower and its Subsidiaries, with respect to any other Borrower, as at March 31, 2003, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present the financial condition of the Company and its Consolidated Subsidiaries as at such dates and the results of operations of the Company and its Consolidated Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied; (ii) the consolidated balance sheets of Consumers and its consolidated Subsidiaries as at December 31, 2002 and December 31, 20032005, and the related consolidated statements of income, retained earnings and cash flows of Consumers FE and its consolidated Subsidiaries Subsidiaries, with respect to ATSI and FES, and such Borrower and its Subsidiaries, with respect to any other Borrower, for the fiscal years three months then ended, included in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003, copies of each of which have been furnished to each Bank and each Fronting Bank, in all cases as amended and restated to the Administrative Agent for distribution to each Lenderdate hereof, present fairly present the consolidated financial condition position of Consumers such Borrower and its consolidated Subsidiaries as at such dates and the consolidated results of the operations of Consumers such Borrower and its consolidated Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles GAAP consistently applied; (iii) the consolidated balance sheets of the Company and its Consolidated Subsidiaries as at March 31, 2004 and the related consolidated statements of income, retained earnings and cash flows of the Company and its Consolidated Subsidiaries for the fiscal quarter ending on such date, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present (subject to year-end audit adjustments) the financial condition of the Company and its Consolidated Subsidiaries as at such date and the results of the Company and its Consolidated Subsidiaries for such period, all in accordance with generally accepted accounting principles consistently applied; (iv) the consolidated balance sheets of Consumers and its Consolidated Subsidiaries as at March 31, 2004 and the related consolidated statements of income, retained earnings and cash flows of Consumers and its Consolidated Subsidiaries for the fiscal quarter ending on such date, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present (subject to year-end audit adjustments) the financial condition of Consumers and its Consolidated Subsidiaries as at such date and the results of Consumers and its Consolidated Subsidiaries for such period, all in accordance with generally accepted accounting principles consistently applied; (v) since December 31, 2003, except . Except as disclosed in the Company's FE’s, with respect to ATSI and FES, or such Borrower’s, with respect to any other Borrower, Annual Report on Form 10-K/A K for the fiscal year ended December 31, 2003 and the Company's 2004, its Quarterly Report on Form form 10-Q for the quarter ending ended March 31, 2004 2005 and its Current Reports on Form 8-K filed with the Securities and Exchange Commission since December 31, 2003 but in 2005 prior to the Closing Datedate hereof (copies of which have been furnished to each Bank, there has been no Material Adverse Change; material adverse change in the business, condition (financial or otherwise), results of operations or prospects of such Borrower and (vi) except its Consolidated Subsidiaries, taken as a result of any Restatement Event (other than the Restatement itself)whole, no Loan Party has any material liabilities or obligations except as reflected in the foregoing financial statements and in Schedule Isince December 31, as evidenced by the Loan Documents and as may be incurred, in accordance with the terms of this Agreement, in the ordinary course of business (as presently conducted) following the Closing Date2004.

Financial Statements; Material Adverse Change. (i) The consolidated balance sheets of the Company such Borrower (other than MAIT) and its Consolidated Subsidiaries Subsidiaries, as at December 31, 2002 2015 and, the related consolidated statements of income, retained earnings and December 31cash flows of such Borrower (other than MAIT) and its Subsidiaries, 2003certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such Borrower (other than MAIT) and its Subsidiaries, as at September 30, 2016, and the related consolidated statements of income, retained earnings and cash flows of the Company such Borrower (other than MAIT) and its Consolidated Subsidiaries Subsidiaries, for the fiscal years nine months then ended, included in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003, copies of each of which have been furnished to each Lender and each Fronting Bank, in all cases as amended and restated to the Administrative Agent for distribution to each Lenderdate hereof, present fairly present in all material respects the consolidated financial condition position of the Company such Borrower and its Consolidated Subsidiaries as at such the indicated dates and the consolidated results of the operations of the Company such Borrower and its Consolidated Subsidiaries for the periods ended on such the indicated dates, all in accordance with generally accepted accounting principles GAAP consistently applied; applied (ii) in the consolidated balance sheets case of Consumers such statements that are unaudited, subject to year-end adjustments and its consolidated Subsidiaries as at the exclusion of detailed footnotes). The projected financial statements of MAIT for the 12-month period ending December 31, 2002 and December 31, 2003, and the related consolidated statements of income, retained earnings and cash flows of Consumers and its consolidated Subsidiaries for the fiscal years then ended, included in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 20032017, copies of each of which have been furnished to each Lender and each Fronting Bank on or before the Administrative Agent for distribution to each LenderClosing Date, fairly present the financial condition of Consumers and its consolidated Subsidiaries as at such dates and the results of operations of Consumers and its consolidated Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied; (iii) the consolidated balance sheets of the Company and its Consolidated Subsidiaries as at March 31, 2004 and the related consolidated statements of income, retained earnings and cash flows of the Company and its Consolidated Subsidiaries for the fiscal quarter ending on such date, copies of each of which have been furnished prepared based upon good faith estimates and assumptions believed by management of MAIT in good faith to be reasonable at the Administrative Agent for distribution time made (it being understood that such projections are not to each Lenderbe viewed as fact, fairly present (forecasts and projections are subject to year-end audit adjustments) uncertainties and contingencies, actual results during the period or periods covered by such financial condition of information may differ from the Company projected results set forth therein by a material amount and its Consolidated Subsidiaries as at such date and the results of the Company and its Consolidated Subsidiaries for such period, all in accordance with generally accepted accounting principles consistently applied; (iv) the consolidated balance sheets of Consumers and its Consolidated Subsidiaries as at March 31, 2004 and the related consolidated statements of income, retained earnings and cash flows of Consumers and its Consolidated Subsidiaries for the fiscal quarter ending on such date, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present (subject to year-end audit adjustments) the financial condition of Consumers and its Consolidated Subsidiaries as at such date and the results of Consumers and its Consolidated Subsidiaries for such period, all in accordance with generally accepted accounting principles consistently applied; (v) since December 31, 2003, except no assurance can be given that any forecast or projections will be realized). Except as disclosed in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 and the Company's Quarterly Report on Form 10-Q for the quarter ending March 31, 2004 and Reports on Form 8-K filed with the Securities and Exchange Commission since December 31, 2003 but prior to the Closing Datesuch Xxxxxxxx’s Disclosure Documents, there has been no change, event or occurrence since December 31, 2015 that has had a Material Adverse Change; and (vi) except as a result of any Restatement Event (other than the Restatement itself), no Loan Party has any material liabilities or obligations except as reflected in the foregoing financial statements and in Schedule I, as evidenced by the Loan Documents and as may be incurred, in accordance Effect with the terms of this Agreement, in the ordinary course of business (as presently conducted) following the Closing Daterespect to such Borrower.

Financial Statements; Material Adverse Change. (i) The consolidated balance sheets of the Company and its Consolidated Subsidiaries as at December 31, 2002 2001 and December 31, 20032002, and the related consolidated statements of income, retained earnings and cash flows of the Company and its Consolidated Subsidiaries for the fiscal years then ended, included in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 20032002, in each case as such financial statements have been restated in connection with the Restatement, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present the financial condition of the Company and its Consolidated Subsidiaries as at such dates and the results of operations of the Company and its Consolidated Subsidiaries for the periods ended on such datesdates (it being understood that such financial statements do not give effect to any Restatement Event other than the Restatement itself), all in accordance with generally accepted accounting principles consistently appliedapplied (except for changes resulting from any Restatement Event other than the Restatement itself); (ii) the consolidated balance sheets of Consumers and its consolidated Subsidiaries as at December 31, 2002 2001 and December 31, 20032002, and the related consolidated statements of income, retained earnings and cash flows of Consumers and its consolidated Subsidiaries for the fiscal years then ended, included in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 20032002, in each case as such financial statements have been restated in connection with the Restatement, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present the financial condition of Consumers and its consolidated Subsidiaries as at such dates and the results of operations of Consumers and its consolidated Subsidiaries for the periods ended on such datesdates (it being understood that such financial statements do not give effect to any Restatement Event other than the Restatement itself), all in accordance with generally accepted accounting principles consistently appliedapplied (except for changes resulting from any Restatement Event other than the Restatement itself); (iii) the consolidated balance sheets of the Company and its Consolidated Subsidiaries as at March 31, 2004 2003, June 30, 2003 and September 30, 2003 and the related consolidated statements of income, retained earnings and cash flows of the Company and its Consolidated Subsidiaries for the fiscal quarter ending on each such datedate and for the period beginning January 1, 2003 and ending September 30, 2003, in each case as such financial statements have been restated in connection with the Restatement, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present (subject to year-end audit adjustments) the financial condition of the Company and its Consolidated Subsidiaries as at each such date and the results of the Company and its Consolidated Subsidiaries for such periodperiods (it being understood that such financial statements do not give effect to any Restatement Event other than the Restatement itself), all in accordance with generally accepted accounting principles consistently appliedapplied (except for changes resulting from any Restatement Event other than the Restatement itself); (iv) the consolidated balance sheets of Consumers and its Consolidated Subsidiaries as at March 31, 2004 2003, June 30, 2003 and September 30, 2003 and the related consolidated statements of income, retained earnings and cash flows of Consumers and its Consolidated Subsidiaries for the fiscal quarter ending on each such datedate and for the period beginning January 1, 2003 and ending September 30, 2003, in each case as such financial statements have been restated in connection with the Restatement, copies of each of which have been furnished to the Administrative Agent for distribution to each Lender, fairly present (subject to year-end audit adjustments) the financial condition of Consumers and its Consolidated Subsidiaries as at each such date and the results of Consumers and its Consolidated Subsidiaries for such periodperiods (it being understood that such financial statements do not give effect to any Restatement Event other than the Restatement), all in accordance with generally accepted accounting principles consistently appliedapplied (except for changes resulting from any Restatement Event other than the Restatement itself); (v) since December 31, 20032002, except as disclosed in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003 2002 and the Company's Quarterly Report Reports on Form 10-Q for the quarter quarters ending March 31, 2004 2003, June 30, 2003 and September 30, 2003 and Reports on Form 8-K filed with the Securities and Exchange Commission since December 31, 2003 2002 but prior to the Closing Date, there has been no Material Adverse Change; and (vi) except as a result of any Restatement Event (other than the Restatement itself), no Loan Party has any material liabilities or obligations except as reflected in the foregoing financial statements and in Schedule I, as evidenced by the Loan Documents and as may be incurred, in accordance with the terms of this Agreement, in the ordinary course of business (as presently conducted) following the Closing Date.