Common use of Financial Statements; Solvency Clause in Contracts

Financial Statements; Solvency. (a) There has been furnished to each of the Lenders a consolidated balance sheet of the Parent dated the Balance Sheet Date, and a consolidated statement of operations for the fiscal year then ended, certified by KPMG Peat Marwick, L.L.P. or by other independent certified public accountants satisfactory to the Managing Agent (the "Accountants"). There has also been furnished to each of the Lenders a consolidated and consolidating unaudited balance sheet of the Parent dated September 30, 1996, and the financial statements of the entities being acquired in the Wheelabrator Acquisition as set forth in the Registration Statement. Such balance sheets and statements of operations have been prepared in accordance with GAAP and fairly present the financial condition of the Parent and its Subsidiaries as at the close of business on the date thereof and the results of operations for the period then ended. There are no contingent liabilities of the Parent or any such Subsidiaries as of such dates involving material amounts, known to the officers of the Parent or such Subsidiaries not disclosed in said financial statements and the related notes thereto. Since the Balance Sheet Date, the Parent and such Subsidiaries have not incurred any liabilities other than in the ordinary course of business or as permitted by (S)10.1 hereof. There has been furnished to each of the Lenders a combined pro forma balance sheet of the Parent and all of its Subsidiaries, including those entities acquired in connection with the Wheelabrator Acquisition. To the best knowledge of the Borrowers after due inquiry, such pro forma balance sheet is based on reasonable assumptions and accurately reflects the projected financial condition of the Parent and its Subsidiaries following the Wheelabrator Acquisition, based upon the financial statements attached as Schedule 3.16 to the Wheelabrator Purchase and Sale Agreement.

Financial Statements; Solvency. (a) (i) (x) There has been furnished to each of the Lenders a consolidated balance sheet the Audited Financial Statements of the Parent WCN dated the Balance Sheet Date, and a consolidated statement of operations for the fiscal year then ended, certified by KPMG Peat Marwick, L.L.P. or by other independent certified public accountants satisfactory to the Managing Agent (the "Accountants"). There has also been furnished to each of the Lenders a consolidated and consolidating unaudited balance sheet of the Parent dated September 30, 1996, and the Said financial statements of the entities being acquired in the Wheelabrator Acquisition as set forth in the Registration Statement. Such balance sheets and statements of operations have been prepared in accordance with GAAP and fairly present in all material respects the financial condition of WCN 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. There are no contingent liabilities of WCN and its Subsidiaries as of the date thereof involving material amounts, known to the officers of the Borrower or WCN, which have not been disclosed in said financial statements and the related notes thereto or otherwise in writing to the Lenders. (y) There has been furnished to the Lenders the Audited Financial Statements of the Parent dated the Balance Sheet Date. To the knowledge of the Borrower, the Audited Financial Statements pertaining to the Parent and its Subsidiaries delivered on or prior to the Closing Date have been prepared in accordance with GAAP and fairly present in all material respects the financial condition of the Parent and its Subsidiaries on a consolidated basis, as at the close of business on the date respective dates thereof and the results of operations for the period respective periods then ended. There are no contingent liabilities of the Parent or any such Borrower and its Subsidiaries as of such dates the date thereof involving material amounts, known to the officers of the Parent Borrower or such Subsidiaries WCN, which have not been disclosed in said financial statements and the related notes thereto. Since the Balance Sheet Date, the Parent and such Subsidiaries have not incurred any liabilities other than thereto or otherwise in the ordinary course of business or as permitted by (S)10.1 hereof. There has been furnished to each of the Lenders a combined pro forma balance sheet of the Parent and all of its Subsidiaries, including those entities acquired in connection with the Wheelabrator Acquisition. To the best knowledge of the Borrowers after due inquiry, such pro forma balance sheet is based on reasonable assumptions and accurately reflects the projected financial condition of the Parent and its Subsidiaries following the Wheelabrator Acquisition, based upon the financial statements attached as Schedule 3.16 writing to the Wheelabrator Purchase and Sale AgreementLenders.

Financial Statements; Solvency. (a) There has have been furnished to each the Banks (i) consolidated balance sheets of the Lenders a consolidated balance sheet of the Parent Borrower and its Subsidiaries dated the Balance Sheet Date, Date and a consolidated statement statements of operations for the fiscal year periods then ended, certified by KPMG Peat Marwick(ii) cash flow statements, L.L.P. or by other independent certified public accountants satisfactory consolidated balance sheets and consolidated statements of income of City Management and its Subsidiaries dated June 30, 1997 for the fiscal year then ended and (iii) with respect to City Management and its Subsidiaries, a "Report on Audits of Financial Statements for the Managing Agent (the "Accountants"). There has also been furnished to each of the Lenders a consolidated and consolidating unaudited balance sheet of the Parent dated September Consolidated Years Ended June 30, 1996" and a "Report on Audits of Financial Statements for the Consolidated Years Ended June 30, 1996" (the materials described in clauses (ii) and (iii) referred to herein as "City Management Financials"), in each case, with the financial statements exception of the entities being acquired materials described in clause (ii), certified by the Wheelabrator Acquisition as set forth in the Registration StatementAccountants. Such All said balance sheets and sheets, statements of operations and City Management Financials have been prepared in accordance with GAAP and (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), fairly present the financial condition of the Parent Borrower and its Subsidiaries or City Management and its Subsidiaries, as applicable, on a consolidated basis as at the close of business on the date dates thereof and the results of operations for the period 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 Parent Borrower and its Subsidiaries or any such City Management and its Subsidiaries as of such dates involving material amounts, known to the officers of the Parent or such Subsidiaries Borrower which have not been disclosed in said financial statements balance sheets and the related notes thereto. Since the Balance Sheet Date, the Parent and such Subsidiaries have not incurred any liabilities other than thereto or otherwise in the ordinary course of business or as permitted by (S)10.1 hereof. There has been furnished to each of the Lenders a combined pro forma balance sheet of the Parent and all of its Subsidiaries, including those entities acquired in connection with the Wheelabrator Acquisition. To the best knowledge of the Borrowers after due inquiry, such pro forma balance sheet is based on reasonable assumptions and accurately reflects the projected financial condition of the Parent and its Subsidiaries following the Wheelabrator Acquisition, based upon the financial statements attached as Schedule 3.16 writing to the Wheelabrator Purchase and Sale AgreementBanks.

Financial Statements; Solvency. (a) There has have been furnished to each the Banks consolidated balance sheets of the Lenders a consolidated balance sheet of the Parent Borrower and its Subsidiaries and United and its Subsidiaries dated the Balance Sheet Date, Date and a consolidated statement statements of operations for the fiscal year periods then ended, certified by KPMG Peat Marwickthe Accountants. In addition, L.L.P. or by other independent certified public accountants satisfactory to the Managing Agent (the "Accountants"). There has also there have been furnished to each the Banks consolidated balance sheets of the Lenders a consolidated Borrower and consolidating unaudited balance sheet of the Parent dated September 30, 1996its Subsidiaries, and United and its Subsidiaries dated the financial Interim Balance Sheet Date and the related consolidated statements of operation for the entities being acquired in fiscal quarter ending on the Wheelabrator Acquisition as set forth in the Registration StatementInterim Balance Sheet Date. Such All said balance sheets and statements of operations have been prepared in accordance with GAAP and (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), fairly present the financial condition of the Parent Borrower and its Subsidiaries on a consolidated basis, or United and its Subsidiaries on a consolidated basis, as at the close of business on the date dates thereof and the results of operations for the period 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 Parent Borrower and its Subsidiaries or any such United and its Subsidiaries as of such dates involving material amounts, known to the officers of the Parent Borrower or such Subsidiaries United which have not been disclosed in said financial statements balance sheets and the related notes thereto. Since the Balance Sheet Date, the Parent and such Subsidiaries have not incurred any liabilities other than thereto or otherwise in the ordinary course of business or as permitted by (S)10.1 hereof. There has been furnished to each of the Lenders a combined pro forma balance sheet of the Parent and all of its Subsidiaries, including those entities acquired in connection with the Wheelabrator Acquisition. To the best knowledge of the Borrowers after due inquiry, such pro forma balance sheet is based on reasonable assumptions and accurately reflects the projected financial condition of the Parent and its Subsidiaries following the Wheelabrator Acquisition, based upon the financial statements attached as Schedule 3.16 writing to the Wheelabrator Purchase and Sale AgreementBanks.

Financial Statements; Solvency. (a) There has have been furnished to each the Banks consolidated balance sheets of the Lenders a consolidated balance sheet of the Parent Borrower and its Subsidiaries and Old WMI and its Subsidiaries dated the Balance Sheet Date, Date and a consolidated statement statements of operations for the fiscal year periods then ended, certified by KPMG Peat Marwickthe Accountants. In addition, L.L.P. or by other independent certified public accountants satisfactory to the Managing Agent (the "Accountants"). There has also there have been furnished to each the Banks consolidated balance sheets of the Lenders a consolidated Borrower and consolidating unaudited balance sheet of the Parent dated September 30, 1996its Subsidiaries, and Old WMI and its Subsidiaries, dated the financial Interim Balance Sheet Date and the related consolidated statements of operation for the entities being acquired in fiscal quarter ending on the Wheelabrator Acquisition as set forth in the Registration StatementInterim Balance Sheet Date. Such All said balance sheets and statements of operations have been prepared in accordance with GAAP and (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), fairly present the financial condition of the Parent Borrower and its Subsidiaries on a consolidated basis, or Old WMI and its Subsidiaries on a consolidated basis, as at the close of business on the date dates thereof and the results of operations for the period 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 Parent Borrower and its Subsidiaries or any such Old WMI and its Subsidiaries as of such dates involving material amounts, known to the officers of the Parent Borrower or such Subsidiaries Old WMI which have not been disclosed in said financial statements balance sheets and the related notes thereto. Since the Balance Sheet Date, the Parent and such Subsidiaries have not incurred any liabilities other than thereto or otherwise in the ordinary course of business or as permitted by (S)10.1 hereof. There has been furnished to each of the Lenders a combined pro forma balance sheet of the Parent and all of its Subsidiaries, including those entities acquired in connection with the Wheelabrator Acquisition. To the best knowledge of the Borrowers after due inquiry, such pro forma balance sheet is based on reasonable assumptions and accurately reflects the projected financial condition of the Parent and its Subsidiaries following the Wheelabrator Acquisition, based upon the financial statements attached as Schedule 3.16 writing to the Wheelabrator Purchase and Sale AgreementBanks.

Financial Statements; Solvency. (a) There has have been furnished to each the Banks consolidated balance sheets of the Lenders a consolidated balance sheet of the Parent Company and its Subsidiaries and Sanifill and its Subsidiaries dated the Balance Sheet Date, Date and a consolidated statement statements of operations for the fiscal year periods then ended, certified by KPMG Peat Marwickthe Accountants. In addition, L.L.P. or by other independent certified public accountants satisfactory to the Managing Agent (the "Accountants"). There has also there have been furnished to each the Banks consolidated balance sheets of the Lenders a consolidated Company and consolidating unaudited balance sheet of its Subsidiaries dated the Parent dated September 30, 1996, Interim Balance Sheet Date and the financial related consolidated statements of operation for the entities being acquired in period of three (3) consecutive fiscal quarters ending on the Wheelabrator Acquisition as set forth in the Registration StatementInterim Balance Sheet Date. Such All said balance sheets and statements of operations have been prepared in accordance with GAAP and (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), fairly present the financial condition of the Parent Company and its Subsidiaries or Sanifill and its Subsidiaries, on a consolidated basis, as at the close of business on the date dates thereof and the results of operations for the period 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 Parent Company and its Subsidiaries or any such Sanifill and its Subsidiaries as of such dates involving material amounts, known to the officers of the Parent or such Subsidiaries Company and Sanifill which have not been disclosed in said financial statements balance sheets and the related notes thereto. Since the Balance Sheet Date, the Parent and such Subsidiaries have not incurred any liabilities other than thereto or otherwise in the ordinary course of business or as permitted by (S)10.1 hereof. There has been furnished to each of the Lenders a combined pro forma balance sheet of the Parent and all of its Subsidiaries, including those entities acquired in connection with the Wheelabrator Acquisition. To the best knowledge of the Borrowers after due inquiry, such pro forma balance sheet is based on reasonable assumptions and accurately reflects the projected financial condition of the Parent and its Subsidiaries following the Wheelabrator Acquisition, based upon the financial statements attached as Schedule 3.16 writing to the Wheelabrator Purchase and Sale AgreementBanks.