Common use of Financial Statements; Solvency Clause in Contracts

Financial Statements; Solvency. (a) There have been furnished to the Banks consolidated balance sheets of the Borrower dated the Balance Sheet Date and consolidated statements of operations for the fiscal periods then ended, certified by the Accountants. In addition, there have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries dated the Interim Balance Sheet Date and the related consolidated statements of operations for the fiscal quarter ending on the Interim Balance Sheet Date. All said balance sheets and statements of operations have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), and fairly present, in all material respects, the financial condition of the Borrower on a consolidated basis as at the close of business on the dates thereof and the results of operations for the periods then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower and its Subsidiaries involving material amounts, known to the officers of the Borrower or the Guarantor, which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the Banks. (b) The Borrower on a consolidated basis (both before and after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., it has assets having a fair value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and has, and expects to have, the ability to pay its debts from time to time incurred in connection therewith as such debts mature.

Financial Statements; Solvency. (a) There have has been furnished to the Banks consolidated balance sheets each of the Borrower dated the Balance Sheet Date and Lenders audited consolidated financial statements of operations for the fiscal periods then ended, certified by the Accountants. In addition, there have been furnished to the Banks consolidated balance sheets Borrowers dated as of the Borrower and its Subsidiaries dated the Interim Balance Sheet Date and the related consolidated statements of operations for the fiscal quarter ending on the Interim Balance Sheet Date. All said balance sheets and Said audited financial statements of operations have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), and fairly present, present in all material respects, respects the financial condition of the Borrower Borrowers on a consolidated basis as at the close of business on the dates date thereof and the results of operations for the periods period then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower and its Subsidiaries Borrowers involving material amountsamounts required to be disclosed under GAAP, known to the officers of the Borrower or the GuarantorParent, which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the BanksLenders. (b) The Borrower Borrowers on a consolidated basis (both before and after giving effect to the transactions contemplated by this Credit Agreement) is are and will be solvent (i.e., it has (i) they have assets having a fair value in excess of their liabilities, (ii) they have assets having a fair value in excess of the amount required to pay its their probable liabilities on its existing debts as they such debts become absolute and matured) and has, and expects (iii) they have, and expect to continue to have, access to adequate capital for the conduct of their business and the ability to pay its their debts from time to time incurred in connection therewith with the operation of their business as such debts mature. (c) Each Borrower has a fiscal year which is the twelve months ending on December 31 of each calendar year.

Financial Statements; Solvency. (a) There have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries dated the Balance Sheet Date and consolidated statements of operations for the fiscal periods then ended, certified by the Accountants. In addition, there have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries dated the Interim Balance Sheet Date and the related consolidated statements of operations operation for the fiscal quarter ending on the Interim Balance Sheet Date. All said balance sheets and statements of operations have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), and fairly present, in all material respects, the financial condition of the Borrower and its Subsidiaries on a consolidated basis as at the close of business on the dates thereof and the results of operations for the periods then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower and its Subsidiaries involving material amounts, known to the officers of the Borrower or the Guarantor, Guarantor which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the Banks. (b) The Borrower and its Subsidiaries on a consolidated basis (both before and after giving effect to the transactions contemplated by this Agreement) is are solvent (i.e., it has they have assets having a fair value in excess of the amount required to pay its their probable liabilities on its their existing debts as they become absolute and matured) and hashave, and expects expect to have, the ability to pay its their debts from time to time incurred in connection therewith as such debts mature.

Financial Statements; Solvency. (a) There have been furnished to the Banks consolidated balance sheets of the Borrower Company dated the Balance Sheet Date and consolidated statements of operations for the fiscal periods then ended, certified by the Accountants. In addition, there have been furnished to the Banks consolidated balance sheets of the Borrower Company and its Subsidiaries dated the Interim Balance Sheet Date and the related consolidated statements of operations for the fiscal quarter ending on the Interim Balance Sheet Date. All said balance sheets and statements of operations have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), and fairly present, in all material respects, the financial condition of the Borrower Company and its Subsidiaries on a consolidated basis as at the close of business on the dates thereof and the results of operations for the periods then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower Borrowers and its their Subsidiaries involving material amounts, known to the officers of the any Borrower or the Guarantor, which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the Banks. (b) The Each Borrower on a consolidated basis (both before and after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., it has assets having a fair value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and has, and expects to have, the ability to pay its debts from time to time incurred in connection therewith as such debts mature.

Financial Statements; Solvency. (a) There have has been furnished to the Banks (i) consolidated balance sheets of the Borrower Borrowers dated the Balance Sheet Date and consolidated statements of operations for the fiscal periods year then ended, certified Certified by the Accountants. In addition, there have been furnished Xxxxxx Xxxxxxxx & Co. or an independent accounting firm of national standing acceptable to the Banks (the "Accountants") and (ii) unaudited consolidated balance sheets of the Borrower Borrowers dated January 31, 1997 and its Subsidiaries dated the Interim Balance Sheet Date and the related unaudited consolidated statements of operations for the fiscal quarter ending on the Interim Balance Sheet Datenine (9) month period then ended. All said Said balance sheets and statements of operations have been prepared in accordance with GAAP (butGAAP, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), and fairly present, present in all material respects, respects the financial condition of the Borrower Borrowers, on a consolidated basis basis, as at the close of business on the dates date thereof and the results of operations for the periods period then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower and its Subsidiaries Borrowers as of such date involving material amounts, known to the officers of the Borrower or the Guarantor, Borrowers which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to thereto, as the Bankscase may be. (b) The Borrower on a consolidated basis Borrowers (both before and after giving effect to the transactions contemplated by this Agreement) is are solvent (i.e., it has they have assets having a fair value in excess of the amount required to pay its their probable liabilities on its their existing debts as they become absolute and matured) and hashave, and expects expect to have, the ability to pay its their debts from time to time incurred in connection therewith as such debts mature.

Financial Statements; Solvency. (a) There have has been furnished to the Banks consolidated balance sheets Lenders the Audited Financial Statements of the Borrower dated the Balance Sheet Date and consolidated statements of operations for the fiscal periods then ended, certified by the Accountants. In addition, there have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries dated the Interim Balance Sheet Date and the related consolidated statements of operations for the fiscal quarter ending on the Interim Balance Sheet Date. All said balance sheets and Said financial statements of operations have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), and fairly present, present in all material respects, respects the financial condition of the Borrower and its Subsidiaries on a consolidated basis basis, as at the close of business on the respective dates thereof and the results of operations for the respective periods then ended. There are no contingent liabilities of the Borrower and its Subsidiaries as of the date thereof involving material amounts, known to the officers of the Borrower, which have not been disclosed in said financial statements and the related notes thereto or otherwise in writing to the Lenders. (i) There has been furnished to the Lenders after the Closing Date, consolidated financial statements of the Consolidated Group furnished from time to time pursuant to Section 6.04(a) and (b). Said financial statements have been prepared in accordance with GAAP and fairly present in all material respects the financial condition of the Borrower and its Subsidiaries on a consolidated basis, as at the close of business on the respective dates thereof and the results of operations for the respective periods then ended, subject, in the case of unaudited interim consolidated financial statementsstatements furnished pursuant to Section 6.04(b), to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower and its Subsidiaries as of the date thereof involving material amounts, known to the officers of the Borrower or the GuarantorBorrower, which have not been disclosed in said balance sheets financial statements and the related notes thereto or otherwise in writing to the BanksLenders. (b) The Borrower and its Subsidiaries on a consolidated basis (both before and after giving effect to the transactions contemplated by this Agreement, including giving effect to the Loans outstanding and continued on the Closing Date) is solvent (i.e., it has assets having a fair value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute are and matured) and has, and expects to have, the ability to pay its debts from time to time incurred in connection therewith as such debts maturewill be Solvent.

Financial Statements; Solvency. (a) There have been furnished to the Banks Lenders consolidated balance sheets of the Borrower WMI dated the Balance Sheet Date and consolidated statements of operations for the fiscal periods then ended, certified by the Accountants. In addition, there have been furnished to the Banks Lenders consolidated balance sheets of the Borrower WMI and its Subsidiaries (including the Borrowers) dated the Interim Balance Sheet Date and the related consolidated statements of operations for the fiscal quarter ending on the Interim Balance Sheet Date. All said balance sheets and statements of operations have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), and fairly present, in all material respects, the financial condition of the Borrower WMI on a consolidated basis as at the close of business on the dates thereof and the results of operations for the periods then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower WMI and its Subsidiaries involving material amounts, known to the officers of any of the Borrower or the GuarantorObligors, which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the BanksLenders. (b) The Borrower Each of the Obligors on a consolidated basis (both before and after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., it has assets having a fair value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and has, and expects to have, the ability to pay its debts from time to time incurred in connection therewith as such debts mature.

Financial Statements; Solvency. (a) There have been furnished to the Banks consolidated balance sheets of the Borrower Company dated the Balance Sheet Date and consolidated statements of operations for the fiscal periods then ended, certified by the Accountants. In addition, there have been furnished to the Banks consolidated balance sheets of the Borrower Company and its Subsidiaries dated the Interim Balance Sheet Date and the related consolidated statements of operations for the fiscal quarter ending on the Interim Balance Sheet Date. All said balance sheets and statements of operations have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), and fairly present, in all material respects, the financial condition of the Borrower Company and its Subsidiaries on a consolidated basis as at the close of business on the dates thereof and the results of operations for the periods then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower Company and its Subsidiaries involving material amounts, known to the officers of the Borrower Company or the Guarantor, which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the Banks. (b) The Borrower Company on a consolidated basis (both before and after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., it has assets having a fair value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and has, and expects to have, the ability to pay its debts from time to time incurred in connection therewith as such debts mature.

Financial Statements; Solvency. (a) There The Borrower and Superior have been furnished to the Banks consolidated Lender the following financial information (collectively, the "Financial Statements"): (i) A reviewed balance sheets sheet of the Borrower dated the Balance Sheet Date and consolidated statements of operations Superior for the its fiscal periods then endedyear ended December 31, certified by the Accountants. In addition2003, there have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries dated the Interim Balance Sheet Date and the related consolidated statements of operations income, shareholders' equity and cash flows for the fiscal quarter ending on periods then ended; and (ii) An internally prepared balance sheet of the Interim Balance Sheet Date. All said balance sheets Borrower for the period ended December 31, 2003 and the related consolidated statements of operations have been income and cash flows for the period then ended (the "Borrower 2003 Financial Statement"). The Financial Statements (A) were prepared in all material respects in accordance with GAAP consistently applied throughout the periods covered thereby (but, in except for the case absence of any of such financial statements which are unaudited, only footnotes with respect to the extent GAAP is applicable to interim unaudited reportsBorrower 2003 Financial Statement), and (B) fairly present, present in all material respects, respects the financial condition of the Borrower on a consolidated basis and Superior, as at the close applicable, as of business on the dates thereof and the results of operations for the periods then endedcovered thereby, subjectand (C) except for liabilities not required to be disclosed in a balance sheet prepared in accordance with GAAP, in the case of unaudited interim financial statementsshow all material indebtedness and other liabilities, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities direct or contingent, of the Borrower and its Subsidiaries involving material amounts, known to the officers Superior as of the Borrower or the Guarantordates thereof, which have not been disclosed in said balance sheets including liabilities for taxes, material commitments and the related notes thereto or otherwise in writing contingent obligations subject to the Banksordinary, good faith year end adjustments. (b) The Borrower on a consolidated basis and Superior are Solvent and will be Solvent after (both before i) the making of each Advance, (ii) the execution and after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., it has assets having a fair value in excess delivery of the amount required Loan Documents to pay its probable liabilities on its existing debts as they become absolute and matured) and haswhich it is a party, and expects to have, (iii) the ability to pay its debts from time to time incurred perfection of any Liens in connection therewith as such debts maturewith the Collateral Documents.