Common use of Financial Statements; Material Liabilities Clause in Contracts

Financial Statements; Material Liabilities. (i) The Borrower has heretofore delivered to Lenders the audited consolidated balance sheets of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries as at December 31, 1996, and the related statements of earnings and changes in shareholders' equity and statement of cash flows for the twelve- month period then ended (the "Financial Statements"). The Financial Statements were prepared in conformity with GAAP (other than as set forth in the respective audit reports attached thereto) and fairly present, in all material respects, the financial position of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries, respectively, as at the date thereof and the combined results of operations and cash flows for the period covered thereby. (ii) The projected financial statements of the Borrower and its Subsidiaries (including Fieldcrest Cannxx xxx its Subsidiaries), delivered to the Lenders prior to or on the Agreement Date are based on good faith estimates and assumptions made by the management of the Borrower and believed to be reasonable at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. (iii) The financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Section 6.1 and 6.2 hereof fairly present in all material respects their respective financial condition and their respective results of operations as of the dates and for the periods shown, all in accordance with GAAP, subject to normal year-end adjustments. The latest of such financial statements reflects all material liabilities, direct and contingent, of the Borrower and each Subsidiary of the Borrower that are required to be disclosed in accordance with GAAP.

Financial Statements; Material Liabilities. (i) The Borrower has heretofore delivered to Lenders the audited consolidated balance sheets of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries as at December July 31, 19961997, and the related statements of earnings and changes in shareholders' equity and statement of cash flows for the twelve- twelve-month period then ended (the "Financial Statements")ended. The Financial Statements Such financial statements were prepared in conformity with GAAP (other than as set forth in the respective audit reports attached thereto) and fairly present, in all material respects, the financial position of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries, respectively, as at the date thereof and the combined results of operations and cash flows for the period periods covered thereby. (ii) The projected financial statements of the Borrower and its Subsidiaries (including Fieldcrest Cannxx xxx its Subsidiaries), delivered to the Lenders prior to or on the Agreement Date (taking into effect the Netcom Recapitalization) are based on good faith estimates and assumptions made by the management of the Borrower and believed to be reasonable at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ in material respects from the projected results. (iii) The financial statements of the Borrower and its Restricted Subsidiaries delivered to the Lenders pursuant to Section 6.1 SECTIONS 6.1, 6.2 and 6.2 6.3 hereof fairly present in all material respects their respective financial condition and their respective results of operations as of the dates and for the periods shown, all in accordance with GAAP, subject subject, with respect to the financial statements delivered pursuant to SECTION 6.1 and 6.2 hereof, to normal year-end adjustmentsadjustments and the absence of footnotes. The latest of such financial statements reflects all material liabilities, direct and contingent, of the Borrower and each Restricted Subsidiary of the Borrower that are required to be disclosed in accordance with GAAP, subject, with respect to the financial statements delivered pursuant to SECTION 6.1 and 6.2 hereof, the absence of footnotes and appropriate year-end adjustments.

Financial Statements; Material Liabilities. (i) The Borrower has heretofore delivered to Lenders the audited consolidated balance sheets of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries as at December 31, 19961997, and the related statements of earnings and changes in shareholders' equity and statement of cash flows for the twelve- month period Fiscal Year then ended (the "Financial Statements"). The Financial Statements were prepared in conformity with GAAP (other than as set forth in the respective audit reports attached thereto) and fairly present, in all material respects, the financial position of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries, respectively, as at the date thereof and the combined results of operations and cash flows for the period covered thereby. (ii) The projected financial statements of the Borrower and its Subsidiaries (including Fieldcrest Cannxx xxx its Subsidiaries), delivered to the Lenders prior to or on the Agreement Date are based on good faith estimates and assumptions made by the management of the Borrower and believed to be reasonable at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. (iii) The financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Section 6.1 and 6.2 hereof fairly present in all material respects their respective financial condition and their respective results of operations as of the dates and for the periods shown, all in accordance with GAAP, subject to normal year-end adjustments. The latest of such financial statements reflects all material liabilities, direct and contingent, of the Borrower and each Subsidiary of the Borrower that are required to be disclosed in accordance with GAAP.

Financial Statements; Material Liabilities. (i) The Borrower has heretofore delivered to Lenders (a) the audited consolidated combined balance sheets of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries as at December 31, 1996, and the related statements of earnings and changes in shareholders' equity investment and statement of cash flows for the twelve- twelve-month period then ended ended, and (b) unaudited combined balance sheets of the "Financial Statements")Borrower and its Subsidiaries as at June 30, 1997, and the related statements of earnings and changes in investment and statement of cash flows for the six-month period then ended. The Financial Statements Such financial statements were prepared in conformity with GAAP (other than as set forth in except for the respective audit reports attached theretoabsence of footnotes) and fairly present, in all material respects, the financial position of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries, respectively, as at the date thereof and the combined results of operations and cash flows for the period covered thereby. (ii) The projected financial statements of the Borrower and its Subsidiaries (including Fieldcrest Cannxx xxx its Subsidiaries), delivered to the Lenders prior to or on the Agreement Date are based on were prepared in good faith estimates and assumptions made by the management of the Borrower and believed believes them to be based on reasonable at assumptions and to fairly present in all material respects the time madeprojected financial condition of the Borrower and its Subsidiaries and the projected results of operations as of the dates and for the periods shown for the Borrower and its Subsidiaries, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. (iii) The financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Section SECTION 6.1 and 6.2 hereof fairly present in all material respects their respective financial condition and their respective results of operations as of the dates and for the periods shown, all in accordance with GAAP, subject to normal year-end adjustments. The latest of such financial statements reflects all material liabilities, direct and contingent, of the Borrower and each Subsidiary of the Borrower that are required to be disclosed in accordance with GAAP. As of the date of the latest of such financial statements, there were no Guaranties, liabilities for Taxes, forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are substantial in amount that are required to be reflected but that are not reflected on such financial statements.

Financial Statements; Material Liabilities. (i) The Borrower has heretofore delivered to Lenders Lenders (a) the audited consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 1995, and Fieldcrest Cannxx xxx the related statements of earnings and changes in investment and statement of cash flows for the twelve-month period then ended, and (b) unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at December 31June 30, 1996, and the related statements of earnings and changes in shareholders' equity investment and statement of cash flows for the twelve- six- month period then ended (the "Financial Statements")ended. The Financial Statements Such financial statements were prepared in conformity with GAAP (other than as set forth in except for the respective audit reports attached theretoabsence of footnotes) and fairly present, in all material respects, the financial position of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries, respectively, as at the date thereof and the combined results of operations and cash flows for the period covered thereby. (ii) The projected financial statements of the Borrower and its Subsidiaries (including Fieldcrest Cannxx xxx its Subsidiaries), delivered to the Lenders prior to or on the Agreement Date are based on were prepared in good faith estimates and assumptions made by the management of the Borrower and believed believes them to be based on reasonable at assumptions (which assumptions have been included in the time mademost recent projections furnished to the Lenders prior to the Agreement Date) and to fairly present in all material respects the projected financial condition of the Borrower and its Subsidiaries and the projected results of operations as of the dates and for the periods shown for the Borrower and its Subsidiaries, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. (iii) The financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Section 6.1 6.1, 6.2 and 6.2 6.3 hereof fairly ----------- --- --- present in all material respects their respective financial condition and their respective results of operations as of the dates and for the periods shown, all in accordance with GAAP, subject to normal year-end adjustments. The latest of such financial statements reflects all material liabilities, direct and contingent, of the Borrower and each Subsidiary of the Borrower that are required to be disclosed in accordance with GAAP. As of the date of the latest of such financial statements, there were no Guaranties, liabilities for Taxes, forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are substantial in amount that are required to be reflected but that are not reflected on such financial statements.

Financial Statements; Material Liabilities. (i) The Borrower has heretofore delivered to Lenders Lenders (a) the audited consolidated balance sheets of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries as at December 31, 1996, and the related statements of earnings and changes in shareholders' equity investment and statement of cash flows for the twelve- twelve-month period then ended ended, and (b) unaudited consolidated balance sheets of the "Financial Statements")Borrower and its Subsidiaries as at June 30, 1997, and the related statements of earnings and statement of cash flows for the six-month period then ended. The Financial Statements Such financial statements were prepared in conformity with GAAP (other than as set forth in except for the respective audit reports attached theretoabsence of footnotes) and fairly present, in all material respects, the financial position of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries, respectively, as at the date thereof and the combined results of operations and cash flows for the period covered thereby. (ii) The projected financial statements of the Borrower and its Subsidiaries (including Fieldcrest Cannxx xxx its Subsidiaries), delivered to the Lenders prior to or on the Agreement Date are based on were prepared in good faith estimates and assumptions made by the management of the Borrower and believed believes them to be based on reasonable at assumptions (which assumptions have been included in the time mademost recent projections furnished to the Lenders prior to the Agreement Date) and to fairly present in all material respects the projected financial condition of the Borrower and its Subsidiaries and the projected results of operations as of the dates and for the periods shown for the Borrower and its Subsidiaries, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. (iii) The financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Section 6.1 6.1, 6.2 and 6.2 6.3 hereof fairly ----------- --- --- present in all material respects their respective financial condition and their respective results of operations as of the dates and for the periods shown, all in accordance with GAAP, subject to normal year-end adjustments. The latest of such financial statements reflects all material liabilities, direct and contingent, of the Borrower and each Subsidiary of the Borrower that are required to be disclosed in accordance with GAAP. As of the date of the latest of such financial statements, there were no Guaranties, liabilities for Taxes, forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are substantial in amount that are required to be reflected but that are not reflected on such financial statements or the footnotes thereto.

Financial Statements; Material Liabilities. (i) The Borrower has heretofore delivered to Lenders (a) the audited consolidated balance sheets of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries as at December 31, 1996, and the related statements of earnings and changes in shareholders' equity investment and statement of cash flows for the twelve- twelve-month period then ended ended, and (b) unaudited consolidated balance sheets of the "Financial Statements")Borrower and its Subsidiaries as at June 30, 1997, and the related statements of earnings and statement of cash flows for the six-month period then ended. The Financial Statements Such financial statements were prepared in conformity with GAAP (other than as set forth in except for the respective audit reports attached theretoabsence of footnotes) and fairly present, in all material respects, the financial position of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries, respectively, as at the date thereof and the combined results of operations and cash flows for the period covered thereby. (ii) The projected financial statements of the Borrower and its Subsidiaries (including Fieldcrest Cannxx xxx its Subsidiaries), delivered to the Lenders prior to or on the Agreement Date are based on were prepared in good faith estimates and assumptions made by the management of the Borrower and believed believes them to be based on reasonable at assumptions (which assumptions have been included in the time mademost recent projections furnished to the Lenders prior to the Agreement Date) and to fairly present in all material respects the projected financial condition of the Borrower and its Subsidiaries and the projected results of operations as of the dates and for the periods shown for the Borrower and its Subsidiaries, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. (iii) The financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Section 6.1 6.1, 6.2 and 6.2 6.3 hereof fairly present in all material respects their respective financial condition and their respective results of operations as of the dates and for the periods shown, all in accordance with GAAP, subject to normal year-end adjustments. The latest of such financial statements reflects all material liabilities, direct and contingent, of the Borrower and each Subsidiary of the Borrower that are required to be disclosed in accordance with GAAP. As of the date of the latest of such financial statements, there were no Guaranties, liabilities for Taxes, forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are substantial in amount that are required to be reflected but that are not reflected on such financial statements or the footnotes thereto.

Financial Statements; Material Liabilities. (i) The Borrower has heretofore delivered to Lenders the (A) audited consolidated balance sheets of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries as at December 3129, 19961998, and the related statements of earnings and changes in shareholders' equity and statement of cash flows for the twelve- Fiscal Year then ended and (B) unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at June 15, 1999 and the related statements of earnings and changes in shareholders' equity and statement of cash flows for the six-month period then ended (the "Financial Statements"). The Financial Statements were prepared in conformity with GAAP (other than as set forth in the respective audit reports attached thereto) and fairly present, in all material respects, the financial position of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries, respectively, as at the date thereof and the combined results of operations and cash flows for the period covered thereby. (ii) The projected financial statements of the Borrower and its Subsidiaries (including Fieldcrest Cannxx xxx its Subsidiaries), delivered to the Lenders prior to or on the Agreement Date are based on good faith estimates and assumptions made by the management of the Borrower and believed to be reasonable at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. (iii) The financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Section 6.1 and 6.2 hereof fairly present in all material respects their respective financial condition and their respective results of operations as of the dates and for the periods shown, all in accordance with GAAP, subject to normal year-end adjustments. The latest of such financial statements reflects all material liabilities, direct and contingent, of the Borrower and each Subsidiary of the Borrower that are required to be disclosed in accordance with GAAP.

Financial Statements; Material Liabilities. (i) The Borrower Parent has heretofore delivered to Lenders (a) the audited consolidated combined balance sheets of the Borrower Parent and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries as at December 31, 19961998, and the related statements of earnings and changes in shareholders' equity investment and statement of cash flows for the twelve- twelve-month period then ended ended, and (b) unaudited combined balance sheets of the "Financial Statements")Parent and its Subsidiaries as at March 31, 1999, and the related statements of earnings and changes in investment and statement of cash flows for the three-month period then ended. The Financial Statements Such financial statements were prepared in conformity with GAAP (other than as set forth in except for the respective audit reports attached theretoabsence of footnotes) and fairly present, in all material respects, the financial position of the Borrower Parent and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries, respectively, as at the date dates thereof and the combined results of operations and cash flows for the period periods covered thereby. (ii) The projected financial statements of the Borrower Parent and its Subsidiaries (including Fieldcrest Cannxx xxx its Subsidiaries), delivered to the Lenders prior to or on the Agreement Date are based on were prepared in good faith estimates faith, and assumptions made by the management of the Borrower and believed Parent believes them to be based on reasonable at assumptions and to fairly present in all material respects the time madeprojected financial condition of the Parent and its Subsidiaries and the projected results of operations as of the dates and for the periods shown for the Parent and its Subsidiaries, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. (iii) The financial statements of the Borrower Parent and its Subsidiaries delivered to the Lenders pursuant to Section SECTION 6.1 and 6.2 hereof fairly present in all material respects their respective financial condition and their respective results of operations as of the dates and for the periods shown, all in accordance with GAAP, subject to normal year-end adjustments. The latest of such financial statements reflects all material liabilities, direct and contingent, of the Borrower Parent and each Subsidiary of the Borrower its Subsidiaries that are required to be disclosed in accordance with GAAP. As of the date of the latest of such financial statements, there were no (A) Guaranties, (B) liabilities for Taxes or (C) forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that, in the case of either clause (A), (B) or (C), are substantial in amount that are required to be reflected but that are not reflected on such financial statements.

Financial Statements; Material Liabilities. (i) The Borrower has heretofore delivered to Lenders the audited consolidated balance sheets of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries as at December July 31, 19961997, and the related statements of earnings and changes in shareholders' equity and statement of cash flows for the twelve- twelve-month period then ended (the "Financial Statements")ended. The Financial Statements Such financial statements were prepared in conformity with GAAP (other than as set forth in the respective audit reports attached thereto) and fairly present, in all material respects, the financial position of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries, respectively, as at the date thereof and the combined results of operations and cash flows for the period periods covered thereby. (ii) The projected financial statements of the Borrower and its Subsidiaries (including Fieldcrest Cannxx xxx its Subsidiaries), delivered to the Lenders prior to or on the Agreement Date (taking into effect the Netcom Recapitalization) are based on good faith estimates and assumptions made by the management of the Borrower and believed to be reasonable at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ in material respects from the projected results. (iii) The financial statements of the Borrower and its Restricted Subsidiaries delivered to the Lenders pursuant to Section 6.1 Sections 6.1, 6.2 and 6.2 6.3 hereof fairly present in all material respects their respective financial condition and their respective results of operations as of the dates and for the periods shown, all in accordance with GAAP, subject subject, with respect to the financial statements delivered pursuant to Section 6.1 and 6.2 hereof, to normal year-end adjustmentsadjustments and the absence of footnotes. The latest of such financial statements reflects all material liabilities, direct and contingent, of the Borrower and each Restricted Subsidiary of the Borrower that are required to be disclosed in accordance with GAAP, subject, with respect to the financial statements delivered pursuant to Section 6.1 and 6.2 hereof, the absence of footnotes and appropriate year-end adjustments.

Financial Statements; Material Liabilities. (i) The Borrower has heretofore delivered to Lenders Lenders (a) the audited consolidated balance sheets of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries as at December 31, 19961998, and the related statements of earnings and changes in shareholders' equity investment and statement of cash flows for the twelve- twelve-month period then ended ended, and (b) unaudited consolidated balance sheets of the "Financial Statements")Borrower and its Subsidiaries as at March 31, 1999, and the related statements of earnings and statement of cash flows for the three-month period then ended. The Financial Statements Such financial statements were prepared in conformity with GAAP (other than as set forth in except for the respective audit reports attached theretoabsence of footnotes) and fairly present, in all material respects, the financial position of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries, respectively, as at the date thereof and the combined results of operations and cash flows for the period covered thereby. (ii) The projected financial statements of the Borrower and its Subsidiaries (including Fieldcrest Cannxx xxx its Subsidiaries), delivered to the Lenders prior to or on the Agreement Date are based on were prepared in good faith estimates and assumptions made by the management of the Borrower and believed believes them to be based on reasonable at assumptions (which assumptions have been included in the time mademost recent projections furnished to the Lenders prior to the Agreement Date) and to fairly present in all material respects the projected financial condition of the Borrower and its Subsidiaries and the projected results of operations as of the dates and for the periods shown for the Borrower and its Subsidiaries, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. (iii) The financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Section 6.1 Sections 6.3 and 6.2 6.4 hereof fairly ------------ --- present in all material respects their respective financial condition and their respective results of operations as of the dates and for the periods shown, all in accordance with GAAP, subject to normal year-end adjustments. The latest of such financial statements reflects all material liabilities, direct and contingent, of the Borrower and each Subsidiary of the Borrower that are required to be disclosed in accordance with GAAP. As of the date of the latest of such financial statements, there were no Guaranties, liabilities for Taxes, forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are substantial in amount that are required to be reflected but that are not reflected on such financial statements or the footnotes thereto.

Financial Statements; Material Liabilities. (i) The Borrower has heretofore delivered to Lenders the audited consolidated balance sheets of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries as at December 31, 19961997, and the related statements of earnings and changes in shareholders' equity and statement of cash flows for the twelve- twelve-month period then ended (the "Financial Statements"). The Financial Statements were prepared in conformity with GAAP (other than as set forth in the respective audit reports attached thereto) and fairly present, in all material respects, the financial position of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries, respectively, as at the date thereof and the combined results of operations and cash flows for the period covered thereby. (ii) The projected consolidated financial statements of the Borrower and its Subsidiaries (including Fieldcrest Cannxx xxx its Subsidiaries)Borrower, delivered to the Lenders prior to or on the Agreement Date are based on good faith estimates and assumptions made by the management of the Borrower and believed to be reasonable at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. (iii) The financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Section 6.1 and 6.2 hereof fairly present in all material respects their respective financial condition and their respective results of operations as of the dates and for the periods shown, all in accordance with GAAP, subject to normal year-end adjustments. The latest of such financial statements reflects all material liabilities, direct and contingent, of the Borrower and each Subsidiary of the Borrower that are required to be disclosed in accordance with GAAP.

Financial Statements; Material Liabilities. (i) The Borrower has heretofore delivered to Lenders the Lender (a) the audited consolidated balance sheets of (1) the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries (2) each of the Peppertree Entities as at December 31, 19961998, and the related statements of earnings and changes in shareholders' equity investment and statement of cash flows for the twelve- twelve-month period then ended ended, and (b) unaudited consolidated balance sheets of (1) the "Financial Statements")Borrower and its Subsidiaries and (2) each of the Peppertree Entities as at September 30, 1999, and the related statements of earnings and statement of cash flows for the nine-month period then ended. The Financial Statements Such financial statements were prepared in conformity with GAAP (other than as set forth in except for the respective audit reports attached theretoabsence of footnotes) and fairly present, in all material respects, the financial position of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries, respectively, as at the date thereof and the combined results of operations and cash flows for the period covered thereby. (ii) . The projected financial statements of the Borrower and its Subsidiaries (including Fieldcrest Cannxx xxx its Subsidiaries), delivered to the Lenders Lender prior to or on the Agreement Date are based on were prepared in good faith estimates and assumptions made by the management of the Borrower and believed believes them to be based on reasonable at assumptions (which assumptions have been included in the time mademost recent projections furnished to the Lender prior to the Agreement Date) and to fairly present in all material respects the projected financial condition of the Borrower and its Subsidiaries and the projected results of operations as of the dates and for the periods shown for the Borrower and its Subsidiaries, it being recognized by the Lenders Lender that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. (iii) . The financial statements of the Borrower and its Subsidiaries delivered to the Lenders Lender (pursuant to Section 6.1 Sections 6.3 and 6.2 6.4 hereof fairly present in all material respects their respective financial condition and their respective results of operations as of the dates and for the periods shown, all in accordance with GAAP, subject to normal year-end adjustments. The latest of such financial statements reflects all material liabilities, direct and contingent, of the Borrower and each Subsidiary of the Borrower that are required to be disclosed in accordance with GAAP. As of the date of the latest of such financial statements, there were no Guaranties, liabilities for Taxes, forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are substantial in amount that are required to be reflected but that are not reflected on such financial statements or the footnotes thereto. The Borrower has heretofore delivered to the Lender its unaudited pro forma consolidated balance sheet and related statement of income as of the end of and for the fourth fiscal quarter of 1999 and each fiscal quarter in 2000, prepared as if the Transactions had occurred on such date and during such period. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Confidential Memorandum (which assumptions are believed by the Borrower on the date hereof and on the Agreement Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries and Affiliates as of such dates, assuming that the Transactions had actually occurred at such dates. Representations and Warranties in Transaction Documents. All representations and warranties set forth in the Transaction Documents were true and correct in all material respects at the time as of which such representations and warranties were made (or deemed made), provided that to the extent the representations and warranties in the Transaction Documents are made by persons other than the Borrower, its Subsidiaries or Affiliates, then the representation and warranties so made by such persons shall be deemed to be true and correct in all material respects for purposes of this Section 4.1(k) unless the aggregate effect of all misrepresentations made by such other person in the Transaction Documents are such as would evidence a Material Adverse Effect. No Adverse Change. Since December 31, 1998, no event or circumstance has occurred or arisen which is reasonably likely to have a Material Adverse Effect.

Financial Statements; Material Liabilities. (i) The Borrower has heretofore delivered to Lenders the audited consolidated balance sheets of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries as at December 3129, 19961998, and the related statements of earnings and changes in shareholders' equity and statement of cash flows for the twelve- month period Fiscal Year then ended (the "Financial Statements"). The Financial Statements were prepared in conformity with GAAP (other than as set forth in the respective audit reports attached thereto) and fairly present, in all material respects, the financial position of the Borrower and its Subsidiaries and Fieldcrest Cannxx xxx its Subsidiaries, respectively, as at the date thereof and the combined results of operations and cash flows for the period covered thereby. (ii) The projected financial statements of the Borrower and its Subsidiaries (including Fieldcrest Cannxx xxx its Subsidiaries), delivered to the Lenders prior to or on the Agreement Date are based on good faith estimates and assumptions made by the management of the Borrower and believed to be reasonable at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. (iii) The financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Section 6.1 and 6.2 hereof fairly present in all material respects their respective financial condition and their respective results of operations as of the dates and for the periods shown, all in accordance with GAAP, subject to normal year-end adjustments. The latest of such financial statements reflects all material liabilities, direct and contingent, of the Borrower and each Subsidiary of the Borrower that are required to be disclosed in accordance with GAAP.