Common use of Audited Financials; Financial Condition Clause in Contracts

Audited Financials; Financial Condition. Agent shall have received the Financial Statements, Projections and other materials set forth in Section 3.4, certified by Borrower’s chief financial officer, in each case in form and substance satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer and/or the chief financial officer of Borrower, (I) based on such Pro Forma and Projections, to the effect that (a) Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein, all of which Borrower believes to be reasonable in light of current conditions and current facts known to Borrower and, as of the Closing Date, reflect Borrower’s good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (d) containing such other statements with respect to the solvency of Borrower and matters related thereto as Agent shall request, and (II) certifying that as of the Closing Date and on a Pro Forma Basis after giving effect to the Related Transactions, the Consolidated Senior Leverage Ratio does not exceed 2.76 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 5.70 to 1.00.

Audited Financials; Financial Condition. Agent shall have received the Financial Statements, Projections and other materials set forth in Section 3.4, certified by BorrowerBorrower Representative’s chief financial officerChief Financial Officer, in each case in form and substance reasonably satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer Chief Executive Officer and/or the chief financial officer Chief Financial Officer of each Borrower, (I) based on such Pro Forma and Projections, to the effect that (a) such Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of such Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein, all of which such Borrower believes to be reasonable and fair in light of current conditions and current facts known to such Borrower and, as of the Closing Date, reflect such Borrower’s good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (d) containing such other statements with respect to the solvency of such Borrower and matters related thereto as Agent shall request, and (II) certifying that as of the Closing Date and on a Pro Forma Basis after giving effect to the Related Transactions, the Consolidated Senior Leverage Ratio does not exceed 2.76 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 5.70 to 1.00.

Audited Financials; Financial Condition. Agent shall have received the Financial StatementsProjections, Projections the Pro Forma and other materials set forth in Section 3.43.4 to be delivered on or before the Closing Date, certified by BorrowerBorrower Representative’s chief financial officerChief Financial Officer, in each case in form and substance reasonably satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer Chief Executive Officer and/or the chief financial officer Chief Financial Officer of Borrowereach Credit Party, (I) based on such Pro Forma and Projections, to the effect that (a) Borrower such Credit Party will be Solvent upon the consummation of the transactions contemplated hereinby the Loan Documents and the Plan of Reorganization; (b) the Pro Forma fairly presents the financial condition of Borrower such Credit Party as of the date thereof after giving effect to the transactions contemplated by the Loan DocumentsDocuments and the Plan of Reorganization; (c) the Projections are based upon estimates and assumptions stated therein, all of which Borrower such Credit Party believes to be reasonable and fair in light of current conditions and current facts known to Borrower such Credit Party and, as of the Closing Date, reflect Borrowersuch Credit Party’s good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (d) containing such other statements with respect to the solvency of Borrower such Credit Party and matters related thereto as Agent shall reasonably request, and (II) certifying that as of the Closing Date and on a Pro Forma Basis after giving effect to the Related Transactions, the Consolidated Senior Leverage Ratio does not exceed 2.76 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 5.70 to 1.00.

Audited Financials; Financial Condition. Agent shall have --------------------------------------- received Borrower's final Financial Statements for its Fiscal Year ended May 31, 2001, audited by PriceWaterhouseCoopers. Borrower shall have provided Agent with its current operating statements, a consolidated and consolidating balance sheet and statement of cash flows, the Financial StatementsPro Forma, Projections and other materials set forth in Section 3.4, a Borrowing Base Certificate with respect to Borrower certified by Borrower’s chief financial officerits Chief Financial Officer, in each case in form and substance satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer Chief Executive Officer and/or the chief financial officer Chief Financial Officer of Borrower, (I) based on such Pro Forma and Projections, to the effect that (a) Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein, all of which Borrower believes to be reasonable and fair in light of current conditions and current facts known to Borrower and, as of the Closing Datedate hereof, reflect Borrower’s 's good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (d) containing such other statements with respect to the solvency of Borrower and matters related thereto as Agent shall request, and (II) certifying that as of the Closing Date and on a Pro Forma Basis after giving effect to the Related Transactions, the Consolidated Senior Leverage Ratio does not exceed 2.76 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 5.70 to 1.00.

Audited Financials; Financial Condition. Agent shall have received the Financial Statements, Projections and other materials set forth in Section 3.4, certified by Borrower’s chief financial officerChief Financial Officer, in each case in form and substance satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer Chief Executive Officer and/or the chief financial officer Chief Financial Officer of Borrower, (I) based on such Pro Forma and Projections, to the effect that (a) Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein, all of which Borrower believes to be reasonable and fair in light of current conditions and current facts known to Borrower and, as of the Closing Date, reflect Borrower’s good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (d) containing such other statements with respect to the solvency of Borrower and matters related thereto as Agent shall request, and (II) certifying that as of the Closing Date and on a Pro Forma Basis after giving effect to the Related Transactions, the Consolidated Senior Leverage Ratio does not exceed 2.76 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 5.70 to 1.00.

Audited Financials; Financial Condition. Agent shall have received the Financial Statements, Projections and other materials set forth in Section 3.4, certified by Borrower’s chief financial officerBorrower Representative's Chief Financial Officer, in each case in form and substance reasonably satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer Chief Executive Officer and/or the chief financial officer Chief Financial Officer of each Borrower, (I) based on such Pro Forma and Projections, to the effect that (a) such Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of such Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein, all of which such Borrower believes to be reasonable and fair in light of current conditions and current facts known to such Borrower and, as of the Closing Date, reflect such Borrower’s 's good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (d) containing such other statements with respect to the solvency of such Borrower and matters related thereto as Agent shall request, and (II) certifying that as of the Closing Date and on a Pro Forma Basis after giving effect to the Related Transactions, the Consolidated Senior Leverage Ratio does not exceed 2.76 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 5.70 to 1.00.

Audited Financials; Financial Condition. Agent shall have received Borrower's final Financial Statements for its Fiscal Year ended December 31, 1998, audited by Deloitte & Touche LLP. Borrower shall have provided Agent with its current operating statements, a consolidated and unaudited consolidating balance sheet and statement of cash flows, the Financial StatementsProjections, Projections and other materials set forth in Section 3.4, a Borrowing Base Certificate with respect to Borrower certified by Borrower’s chief financial officerits Chief Financial Officer, in each case in form and substance satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer Chief Executive Officer and/or the chief financial officer Chief Financial Officer of Borrower, (I) based on such Pro Forma and Projections, to the effect that (a) Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein, all of which Borrower believes to be reasonable and fair in light of current conditions and current facts known to Borrower and, as of the Closing Date, reflect Borrower’s 's good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (dc) containing such other statements with respect to the solvency of Borrower and matters related thereto as Agent shall request, and (II) certifying that as of the Closing Date and on a Pro Forma Basis after giving effect to the Related Transactions, the Consolidated Senior Leverage Ratio does not exceed 2.76 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 5.70 to 1.00.

Audited Financials; Financial Condition. Agent Lender shall have received Borrowers' current operating statements, a consolidated and consolidating balance sheet and statement of cash flows for the Financial Statementsperiod ended June 30, 1999. Unapix shall have provided Lender with its Projections and other materials set forth in Section 3.4, a Borrowing Base Certificate certified by Borrower’s chief financial officerits Chief Financial Officer, in each case in form and substance satisfactory to AgentLender, and Agent Lender shall be satisfied, in its sole discretion, with all of the foregoing. Agent Lender shall have further received a certificate of the chief executive officer Chief Executive Officer and/or the chief financial officer Chief Financial Officer of each Borrower, (I) based on such Pro Forma and Projections, to the effect that (a) such Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein, all of which such Borrower believes to be reasonable and fair in light of current conditions and current facts known to such Borrower and, as of the Closing Date, reflect such Borrower’s 's good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (dc) containing such other statements with respect to the solvency of such Borrower and matters related thereto as Agent Lender shall request, and (II) certifying that as of the Closing Date and on a Pro Forma Basis after giving effect to the Related Transactions, the Consolidated Senior Leverage Ratio does not exceed 2.76 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 5.70 to 1.00.

Audited Financials; Financial Condition. Agent shall have received Borrowers' final financial statements for its Fiscal Year ended December 31, 2001, audited by PriceWaterhouseCoopers and unaudited consolidated and consolidating financial statements for each monthly period ending 30 days prior to the Financial StatementsClosing Date. Borrowers shall have provided Agent with its current operating statements, a consolidated and consolidating balance sheet and statement of cash flows, and Projections and other materials set forth in Section 3.4, certified by Borrower’s chief financial officerits Chief Financial Officer, in each case in form and substance satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer Chief Executive Officer and/or the chief financial officer Chief Financial Officer of Borrower, (I) based on such Pro Forma and Projections, to the effect that (a) Borrower Borrowers will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein, all of which Borrower believes Borrowers believe to be reasonable and fair in light of current conditions and current facts known to Borrower and, as of the Closing Date, reflect Borrower’s Borrowers' good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (dc) containing such other statements with respect to the solvency of Borrower Borrowers and matters related thereto as Agent shall request, and (II) certifying that as of the Closing Date and on a Pro Forma Basis after giving effect to the Related Transactions, the Consolidated Senior Leverage Ratio does not exceed 2.76 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 5.70 to 1.00.

Audited Financials; Financial Condition. Agent shall have received the Financial Statements, Projections and other materials set forth in Section 3.43.7, certified by BorrowerBorrower Representative’s chief financial officerChief Financial Officer, in each case in form and substance reasonably satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer Chief Executive Officer and/or the chief financial officer Chief Financial Officer of each Borrower, (I) based on such Pro Forma and Projections, to the effect that (a) such Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of such Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein, all of which such Borrower believes to be reasonable and fair in light of current conditions and current facts known to such Borrower and, as of the Closing Date, reflect such Borrower’s good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; (d) the Fair Salable Balance Sheet was prepared on the same basis as the Pro Forma, except that Borrowers’ assets are set forth therein at their fair salable values on a going concern basis, and the liabilities set forth therein include all contingent liabilities of Borrower stated at the reasonably estimated present values thereof; and (de) containing such other statements with respect to the solvency of such Borrower and matters related thereto as Agent shall request, and (II) certifying that as of the Closing Date and on a Pro Forma Basis after giving effect to the Related Transactions, the Consolidated Senior Leverage Ratio does not exceed 2.76 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 5.70 to 1.00.

Audited Financials; Financial Condition. Agent shall have received Borrower's final Financial Statements for its Fiscal Year ended December 31, 1998, audited by Deloitte & Touche LLP. Borrower shall have provided Agent with its current operating statements, a consolidated and consolidating balance sheet and statement of cash flows, the Financial StatementsPro Forma, Projections Projections, and other materials set forth in Section 3.4, a Borrowing Base Certificate with respect to Borrower certified by Borrower’s chief financial officerits Chief Financial Officer, in each case in form and substance satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer Chief Executive Officer and/or the chief financial officer Chief Financial Officer of Borrower, (I) based on such Pro Forma and Projections, to the effect that (a) Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of Borrower and its Subsidiaries as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein, all of which Borrower believes to be reasonable and fair in light of current conditions and current facts known to Borrower and, as of the Closing Date, reflect Borrower’s 's good faith and reasonable estimates of its future consolidated financial performance and of the other information projected therein for the period set forth therein; and (d) containing such other statements with respect to the solvency of Borrower and its Subsidiaries and matters related thereto as Agent shall request, and (II) certifying that as of the Closing Date and on a Pro Forma Basis after giving effect to the Related Transactions, the Consolidated Senior Leverage Ratio does not exceed 2.76 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 5.70 to 1.00.

Audited Financials; Financial Condition. Agent shall have received the Financial Statements, Projections and other materials set forth in Section 3.4, certified by Borrower’s 's chief financial officer, in each case in form and substance satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer and/or the chief financial officer of Borrower, (I) based on such Pro Forma and Projections, to the effect that (a) Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein, all of which Borrower believes to be reasonable in light of current conditions and current facts known to Borrower and, as of the Restatement Closing Date, reflect Borrower’s 's good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (d) containing such other statements with respect to the solvency of Borrower and matters related thereto as Agent shall request, and (II) certifying that as of the Closing Date March 31, 2006 and on a Pro Forma Basis after giving effect to the Restatement Related Transactions, the Consolidated Senior Leverage Ratio does not exceed 2.76 3.75 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 5.70 6.25 to 1.001.00 and that Borrower is otherwise in compliance with the Financial Covenants.

Audited Financials; Financial Condition. Agent shall have received Borrower's final Consolidated Financial Statements for its Fiscal Year ended December 31, 1996, audited by Arthxx Xxxexxxx. Xxrrower shall have provided Agent with its current operating statements, a consolidated balance sheet and statement of cash flows, the Financial Statements, Projections Pro Forma and other materials set forth in Section 3.4, certified by Borrower’s chief financial officerProjections, in each case in form and substance satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer Chief Executive Officer and/or the chief financial officer Chief Financial Officer of Borrower, (I) based on such Pro Forma and Projections, to the effect that (a) Borrower will be Solvent upon the consummation of the Related Transactions and the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan DocumentsDocuments and the Related Transactions; (c) the Projections are based upon estimates and assumptions stated therein, all of which Borrower believes to be reasonable and fair in light of current conditions and current facts known to Borrower and, as of the Closing Date, reflect Borrower’s 's good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (d) containing such other statements with respect to the solvency of Borrower and matters related thereto as Agent shall request, and (II) certifying that as of the Closing Date and on a Pro Forma Basis after giving effect to the Related Transactions, the Consolidated Senior Leverage Ratio does not exceed 2.76 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 5.70 to 1.00.

Audited Financials; Financial Condition. Agent shall have received the Financial Statements, Projections and other materials set forth in Section 3.4, certified by U.S. Borrower’s chief financial officer's Chief Financial Officer, in each case in form and substance reasonably satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, reasonably satisfied with all of the foregoing. Agent shall have further received a certificate of the chief executive officer Chief Executive Officer and/or the chief financial officer Chief Financial Officer of each Borrower, (I) based on such Pro Forma and Projections, to the effect that (a) such Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of such Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein, all of which such Borrower believes to be reasonable and fair in light of current conditions and current facts known to such Borrower and, as of the Closing Date, reflect such Borrower’s 's good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (d) containing such other statements with respect to the solvency of such Borrower and matters related thereto as Agent shall reasonably request, and (II) certifying that as of the Closing Date and on a Pro Forma Basis after giving effect to the Related Transactions, the Consolidated Senior Leverage Ratio does not exceed 2.76 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 5.70 to 1.00.

Audited Financials; Financial Condition. Agent shall have received the Financial Statements, Projections and other materials set forth in Section SECTION 3.4, certified by Borrower’s chief financial officerWaldensian's Chief Financial Officer, in each case in form and substance satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer Chief Executive Officer of Borrower and/or the chief financial officer Chief Financial Officer of BorrowerWaldensian, (I) based on such Pro Forma and Projections, to the effect that (a) Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein, all of which Borrower believes to be reasonable and fair in light of current conditions and current facts known to Borrower and, as of the Closing Date, reflect Borrower’s 's good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (d) containing such other statements with respect to the solvency of Borrower and matters related thereto as Agent shall request, and (II) certifying that as of the Closing Date and on a Pro Forma Basis after giving effect to the Related Transactions, the Consolidated Senior Leverage Ratio does not exceed 2.76 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 5.70 to 1.00.

Audited Financials; Financial Condition. Agent shall have received the Financial Statements, Projections and other materials set forth in Section SECTION 3.4, certified by Borrower’s chief financial officer's Chief Financial Officer, in each case in form and substance satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer Chief Executive Officer and/or the chief financial officer Chief Financial Officer of Borrower, (I) based on such Pro Forma and Projections, to the effect that (a) Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein, all of which Borrower believes to be reasonable and fair in light of current conditions and current facts known to Borrower and, as of the Closing Date, reflect Borrower’s 's good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (d) containing such other statements with respect to the solvency of Borrower and matters related thereto as Agent shall request, . _AA. MASTER STANDBY AGREEMENT. A Master Agreement for Standby Letters of Credit between Borrower and (II) certifying that as of the Closing Date and on a Pro Forma Basis after giving effect to the Related Transactions, the Consolidated Senior Leverage Ratio does not exceed 2.76 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 5.70 to 1.00GE Capital.

Audited Financials; Financial Condition. Agent shall have received Borrower's final Financial Statements for its Fiscal Year ended May 31, 1999, audited by PriceWaterhouseCoopers. Borrower shall have provided Agent with its current operating statements, a consolidated and consolidating balance sheet and statement of cash flows, the Financial StatementsPro Forma, Projections and other materials set forth in Section 3.4, a Borrowing Base Certificate with respect to Borrower certified by Borrower’s chief financial officerits Chief Financial Officer, in each case in form and substance satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer Chief Executive Officer and/or the chief financial officer Chief Financial Officer of Borrower, (I) based on such Pro Forma and Projections, to the effect that (a) Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein, all of which Borrower believes to be reasonable and fair in light of current conditions and current facts known to Borrower and, as of the Closing Datedate hereof, reflect Borrower’s 's good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (d) containing such other statements with respect to the solvency of Borrower and matters related thereto as Agent shall request, and (II) certifying that as of the Closing Date and on a Pro Forma Basis after giving effect to the Related Transactions, the Consolidated Senior Leverage Ratio does not exceed 2.76 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 5.70 to 1.00.

Audited Financials; Financial Condition. Agent Lender shall have received the final Financial Statements, Projections and other materials set forth in Section 3.4, certified by BorrowerIntermediate Parent’s chief financial officerChief Financial Officer, in each case in form and substance reasonably satisfactory to AgentLender, and Agent Lender shall be satisfied, in its sole discretion, with all of the foregoing. Agent Lender shall have further received a certificate of the chief executive officer Chief Executive Officer and/or the chief financial officer Chief Financial Officer of Borrower, (I) based on such Pro Forma and Projections, to the effect that (a) Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein, all of which Borrower believes to be reasonable and fair in light of current conditions and current facts known to Borrower and, as of the Closing Date, reflect Borrower’s good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (d) containing such other statements with respect to the solvency of Borrower and matters related thereto as Agent Lender shall request, and (II) certifying that as of the Closing Date and on a Pro Forma Basis after giving effect to the Related Transactions, the Consolidated Senior Leverage Ratio does not exceed 2.76 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 5.70 to 1.00.

Audited Financials; Financial Condition. Administrative Agent shall have received the Financial Statements, Projections and other materials set forth in Section 3.43.4 , certified by BorrowerParent’s chief financial officerChief Financial Officer, in each case in form and substance reasonably satisfactory to Administrative Agent, and Administrative Agent shall be satisfied, in its sole discretion, with all of the foregoing. Administrative Agent shall have further received a certificate of the chief executive officer Chief Executive Officer and/or the chief financial officer Chief Financial Officer of Parent and each Borrower, (I) based on such Pro Forma and Projections, to the effect that (a) Parent and each such Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of Parent and each such Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein, all of which Parent and each such Borrower believes to be reasonable and fair in light of current conditions and current facts known to Parent and each such Borrower and, as of the Closing Date, reflect such Borrower’s good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (d) containing such other statements with respect to the solvency of Borrower and matters related thereto as Agent shall request, and (II) certifying that as of the Closing Date and on a Pro Forma Basis after giving effect to the Related Transactions, the Consolidated Senior Leverage Ratio does not exceed 2.76 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 5.70 to 1.00.

Audited Financials; Financial Condition. Agent shall have received the Financial Statements, Projections and other materials set forth in Section 3.4, certified by Borrower’s chief financial officerBorrower Representative's Chief Financial Officer, in each case in form and substance reasonably satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer Chief Executive Officer and/or the chief financial officer Chief Financial Officer of each Borrower, (I) based on such Pro Forma and Projections, to the effect that (a) such Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of such Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein, all of which such Borrower believes to be reasonable and fair in light of current conditions and current facts known to such Borrower and, as of the Closing Date, reflect such Borrower’s 's good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; (d) the schedule of contingent liabilities delivered on the date hereof include all contingent liabilities (other than those reflected in the Pro Forma delivered on the date hereof) of the Borrowers at the reasonably estimated present values thereof; and (de) containing such other statements with respect to the solvency of such Borrower and matters related thereto as Agent shall request, and (II) certifying that as of the Closing Date and on a Pro Forma Basis after giving effect to the Related Transactions, the Consolidated Senior Leverage Ratio does not exceed 2.76 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 5.70 to 1.00.

Audited Financials; Financial Condition. Agent shall have received the Financial Statements, Projections and other materials set forth in Section SECTION 3.4, certified by Borrower’s chief financial officer's Chief Financial Officer, in each case in form and substance satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer and/or Chief Executive Officer and the chief financial officer Chief Financial Officer of Holdings and Borrower, (I) based on such Pro Forma and Projections, to the effect that (a) Holdings and Borrower will each be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of Holdings and Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein, all of which Holdings and Borrower believes believe to be reasonable and fair in light of current conditions and current facts known to Holdings and Borrower and, as of the Closing Date, reflect Holdings and Borrower’s 's good faith and reasonable estimates of its their respective future financial performance and of the other information projected therein for the period set forth therein; and (d) containing such other statements with respect to the solvency of Holdings and Borrower and the other Credit Parties and matters related thereto as Agent shall request, and (II) certifying that as of the Closing Date and on a Pro Forma Basis after giving effect to the Related Transactions, the Consolidated Senior Leverage Ratio does not exceed 2.76 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 5.70 to 1.00.

Audited Financials; Financial Condition. Agent shall have received a “break-out” audit of the Financial Statements, Projections and other materials set forth in Section 3.4Country Road Entities for the 2007 Fiscal Year, certified by Borrower’s 's chief financial officer, in each case in form and substance satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer and/or the chief financial officer of Borrower, (I) based on such Pro Forma and Projections, to the effect that (a) Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein, all of which Borrower believes to be reasonable in light of current conditions and current facts known to Borrower and, as of the Second Restatement Closing Date, reflect Borrower’s 's good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (d) containing such other statements with respect to the solvency of Borrower and matters related thereto as Agent shall request, and (II) certifying demonstrating that as of the Closing Second Restatement Financial Test Date the conditions set forth in Sections 2.1B(f) and on a Pro Forma Basis after giving effect to 2.1B(g) of the Related TransactionsCredit Agreement have been satisfied, and certifying that Borrower is otherwise in compliance with the Consolidated Senior Leverage Ratio does not exceed 2.76 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 5.70 to 1.00Financial Covenants.

Audited Financials; Financial Condition. Agent shall have received each Credit Party's final Financial Statements for its Fiscal Year ended August 31, 1999, audited by Axxxxx Axxxxxxx LLP. Each Credit Party shall have provided Agent with its current operating statements, a consolidated and consolidating balance sheet and statement of cash flows, the Financial StatementsPro Forma, Projections Projections, and other materials set forth in Section 3.4, a Borrowing Base Certificate with respect to Borrower certified by Borrower’s chief financial officerits Chief Financial Officer, in each case in form and substance satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer Chief Executive Officer and/or the chief financial officer Chief Financial Officer of Borrower, (I) based on such Pro Forma and Projections, to the effect that (a) Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein, all of which Borrower believes to be reasonable and fair in light of current conditions and current facts known to Borrower and, as of the Closing Date, reflect Borrower’s 's good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (d) containing such other statements with respect to the solvency of Borrower and matters related thereto as Agent shall request, and (II) certifying that as of the Closing Date and on a Pro Forma Basis after giving effect to the Related Transactions, the Consolidated Senior Leverage Ratio does not exceed 2.76 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 5.70 to 1.00.