Common use of Pro Forma Clause in Contracts

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule 3.4(b) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited balance sheet of Borrower dated August 31, 2003, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule 3.4(b(3.5(b)) was prepared by the Borrower giving pro forma effect to the Related Transactionstransactions occurring on the Closing Date, was based on the unaudited consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries dated August 31July 4, 20032010, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on or prior to the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower Borrowers giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower ICM and its Subsidiaries dated August March 31, 20032002, Head & Xxxxxxxx Equipment and its Subsidiaries dated March 31, 2002 and Gulf Wide and its Subsidiaries dated March 31, 2002 and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule 3.4(b(3.4(c)) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower and its Subsidiaries dated August January 31, 2003, 2007 and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule 3.4(b3.4(c) was prepared by Borrower Parent and its Subsidiaries giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower Borrowers dated August 31September 30, 20032005, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule 3.4(b) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower and its Subsidiaries dated August 31June 30, 20032007, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered to Agent on or before the date hereof Closing Date and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower and its Subsidiaries dated August 31March 30, 20032002, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited balance sheet of Borrower dated August 31September 30, 20032005 and the unaudited consolidated balance sheet of Bobcat and its Subsidiaries dated September 30, 2005, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule 3.4(b(3.4(B)) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower and its Subsidiaries dated August 31, 2003, 1997 and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated balance sheet sheets of Borrower Holdings and its Subsidiaries dated August 31September 30, 20032009, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule --------- ------------------- (3.4(b)) was prepared by Borrower giving pro forma effect to the Related -------- --------- Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower and its Subsidiaries dated August 31March 2, 2003, 2002 and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule 3.4(b(3.4(c)) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower and its Subsidiaries dated August March 31, 20032005 and of the unaudited balance sheets of the FUNimation Companies dated December 31, 2004, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower Borrowers giving pro forma effect to the Related Transactions, was based on the unaudited consolidated balance sheet sheets of Borrower Borrowers and their Subsidiaries dated August 31, 2003, as of the dates in and Section 4.3(a)(ii) and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof Closing Date and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited balance sheet prepared by noted in Section 3.4(a)(i) above and dated as of Borrower dated August 31, 2003, the Closing Date and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule 3.4(b) was prepared by Borrower Borrowers giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower the Consolidated Group dated August 31as of June 30, 2003, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on or prior to the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower Borrowers giving pro forma PRO FORMA effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower ICM and its Subsidiaries dated August March 31, 20032002, Head & Engquist Equipment and its Subsidiaries dated March 31, 2000 xxx Gulf Wide and its Subsidiaries dated March 31, 2002 and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower Xxxx Companies giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower Borrowers and their Subsidiaries dated August 3128, 20032005, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited projected consolidated balance sheet sheets of Borrower and its Subsidiaries dated August 31April 30, 20032004, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule 3.4(b)) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower and its Subsidiaries dated August 31September 30, 20032006, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower Intermediate Parent and its Subsidiaries dated August 31June 30, 20032005, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower Borrowers giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower Borrowers and their Subsidiaries dated August December 31, 20031999, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower Borrowers giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower Borrowers and their respective Subsidiaries dated August March 31, 2003, 2003 and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower Borrowers giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower Borrowers and their Subsidiaries dated August May 31, 20032002, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower Borrowers giving pro forma effect to the Related Transactions, was based on the unaudited consolidated balance sheet sheets of Borrower the Credit Parties dated August July 31, 20032005, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule 3.4(b(3.4(B)) was prepared by Borrower Borrowers giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower Borrowers and their Subsidiaries dated August 31September 30, 20031998, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and --------- attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower Borrowers giving --------------------------- pro forma effect to the Related Transactions, was based on the unaudited consolidated balance sheet sheets of Borrower Borrowers and their Subsidiaries dated August May 31, 20032000, and was prepared in accordance with GAAP, with only and subject to such customary adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule 3.4(b3.4(B) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited consolidated balance sheet sheets of Borrower Parent and its Subsidiaries dated August March 31, 20031996, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule 3.4(b(3.4(B)) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower and its Subsidiaries dated August 31February 29, 20032000, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on or prior to the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower Holdings and its Subsidiaries dated August 31as of April 30, 2003, 2003 and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower Borrowers giving pro forma effect to the Related Transactions, was based on the unaudited internally prepared combined and combining balance sheet sheets of Borrower Borrowers, the Acquired Business, the other Credit Parties and their respective Subsidiaries dated August 31June 30, 20032008, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered to Agent on or before the date hereof Effective Date and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower and its Subsidiaries dated August 31December 27, 2003, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and --------- attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower giving ---------------------------- pro forma effect to the Related Transactions, was based on the unaudited --------- consolidated and consolidating balance sheet sheets of Borrower and its Subsidiaries dated August 31September 30, 2003, 2004 and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP., except to the extent otherwise disclosed on Disclosure Schedule (3.4(b)). ----------------------------

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated balance sheet sheets of Borrower Holdings and its Subsidiaries dated August 31June 30, 20032004, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as described on Disclosure Schedule 3.4(b(3.4(B)) was prepared by Borrower giving pro forma effect to the Related TransactionsTransaction, was based on the unaudited consolidated and consolidating balance sheet of Borrower dated August 31, 2003, and sheets described on such Disclosure Schedule 3.4(B) was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower Borrowers giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower Borrowers and their Subsidiaries dated August 31June 30, 20032004, and was prepared in accordance with GAAPGAAP (to the extent applicable), with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited balance sheet sheets of Borrower dated August 31June 30, 20032004, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower and its Subsidiaries dated August 31November 30, 20032006, fairly presents in all material respects the financial condition of Borrower and its Subsidiaries as of the date hereof and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAPto allow for proxy revenue and expense recognition.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule 3.4(b3.4(B) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited balance sheet of Borrower dated August March 31, 2003, 1995 and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated balance sheet sheets of Borrower Holdings and its Subsidiaries dated August 31June 30, 20032010, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by U.S. Borrower giving pro forma effect to the Related Transactions, was based on the unaudited consolidated balance sheet sheets of U.S. Borrower and its Subsidiaries dated August 31June 30, 2003, 2003 and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower Borrowers giving pro forma effect to the Related Transactions, was based on the unaudited projected consolidated and consolidating balance sheet sheets of Borrower dated August 31Borrowers and their Subsidiaries delivered January 28, 2003, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower and its Subsidiaries dated August March 31, 2003, 2006 and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP, except to the extent otherwise disclosed on Disclosure Schedule (3.4(b)).

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule 3.4(b(3.4(B)) was prepared by Borrower Borrowers giving pro forma effect to the Related Transactions, was based on the unaudited Consolidated and consolidating balance sheet sheets of Borrower Borrowers and their Subsidiaries dated August 31September 30, 20032010, and was prepared in accordance with GAAPGAAP (subject to normal year end audit adjustments), with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof Closing Date and attached hereto as Disclosure Schedule 3.4(b(3.4(B)) was prepared by Borrower Borrowers giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower Borrowers and their Subsidiaries dated August January 31, 20031997, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower Borrowers giving pro forma effect to the Related Transactions, was based on the unaudited consolidated balance sheet of Borrower Holdings and its Subsidiaries dated August December 31, 2003, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on or prior to the date hereof and attached hereto as Disclosure Schedule 3.4(b(3.4(B)) was prepared by Borrower Borrowers giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower Borrowers and their Subsidiaries dated August as of January 31, 20031997, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated balance sheet sheets of Borrower Holdings and its Subsidiaries dated August 31February 28, 2003, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule 3.4(b(3.2(b)) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited projected consolidated balance sheet sheets of Borrower and its Subsidiaries dated August 31April 30, 20032004, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule 3.4(b3.4(B) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower and its Subsidiaries dated August 31November 23, 20031996, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule 3.4(b) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower and its Subsidiaries dated August 31June 30, 20032001, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower and its Subsidiaries dated August May 31, 20031999, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower and its Subsidiaries dated August 31February 28, 20032002, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower Borrowers giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower Borrowers dated August March 31, 20032001, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower Borrowers giving pro forma effect to the Related Transactions, was based on the unaudited consolidated balance sheet sheets of Borrower Itron and its Subsidiaries dated August 31November 30, 20031999, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule 3.4(b(3.4(B)) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower Holdings and its Subsidiaries dated August March 31, 20032000, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP, provided that such Pro Forma is updated immediately prior to the Closing Date and is acceptable to Administrative Agent.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower Borrowers giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower Borrowers and their Subsidiaries dated August 31September 30, 20032001, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAPGAAP and necessary to reflect the pro forma effect of the Related Transactions.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited balance sheet sheets of Borrower dated August 31June 30, 20032001, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on or before the date hereof Closing Date and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower Borrowers giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower Parent and its Subsidiaries dated August 31April 20, 20032002, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower Representative giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower OSM and its Subsidiaries dated August December 31, 20032005, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule 3.4(b(3.4(C)) was prepared by Borrower giving pro forma effect to the Related Transactions, and was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower and its Subsidiaries dated August 31September 25, 20031998, and which was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP, and the AA Report.

Pro Forma. The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited consolidated balance sheet of Borrower Holdings and its Subsidiaries dated August 31March 27, 20032004, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Pro Forma. The Pro Forma which has been delivered on or before the date hereof and attached hereto as Disclosure Schedule 3.4(b) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of Borrower and its Subsidiaries dated August 31January 3, 20032004, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.