Common use of Audited Financials; Financial Condition Clause in Contracts

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 Pro Forma, Projections and a Borrowing Base Certificate with respect to Borrower certified by its 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, 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 date hereof, 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.

Audited Financials; Financial Condition. Agent shall have --------------------------------------- received Borrower's final Financial Statements for its Fiscal Year ended May December 31, 20011998, audited by PriceWaterhouseCoopersDeloitte & 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 Pro FormaProjections, Projections and a Borrowing Base Certificate with respect to Borrower certified by its 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, 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 date hereofClosing 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 (dc) containing such other statements with respect to the solvency of Borrower and matters related thereto as Agent shall request.

Audited Financials; Financial Condition. Agent shall have --------------------------------------- received a “break-out” audit of the Country Road Entities for the 2007 Fiscal Year, certified by Borrower's final Financial Statements for its Fiscal Year ended May 31chief financial officer, 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 Pro Forma, Projections and a Borrowing Base Certificate with respect to Borrower certified by its 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 date hereofSecond Restatement 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) demonstrating that as of the Second Restatement Financial Test Date the conditions set forth in Sections 2.1B(f) and 2.1B(g) of the Credit Agreement have been satisfied, and certifying that Borrower is otherwise in compliance with the Financial Covenants.

Audited Financials; Financial Condition. Agent shall have --------------------------------------- received Borrowereach Credit Party's final Financial Statements for its Fiscal Year ended May August 31, 20011999, audited by PriceWaterhouseCoopersAxxxxx Axxxxxxx LLP. Borrower Each Credit Party shall have provided Agent with its current operating statements, a consolidated and consolidating balance sheet and statement of cash flows, the Pro Forma, Projections Projections, and a Borrowing Base Certificate with respect to Borrower certified by its 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, 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 date hereofClosing 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.

Audited Financials; Financial Condition. Agent shall have --------------------------------------- received Borrower's final the 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 Pro FormaStatements, Projections and a Borrowing Base Certificate with respect to Borrower other materials set forth in Section 3.4, certified by its Chief Financial OfficerBorrower'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 date hereofRestatement 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 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 3.75 to 1.00 and the Consolidated Total Leverage Ratio does not exceed 6.25 to 1.00 and that Borrower is otherwise in compliance with the Financial Covenants.

Audited Financials; Financial Condition. Agent shall have --------------------------------------- received Borrower's final Financial Statements for its Fiscal Year ended May December 31, 20011998, audited by PriceWaterhouseCoopersDeloitte & Touche LLP. Borrower shall have provided Agent with its current operating statements, a consolidated and consolidating balance sheet and statement of cash flows, the Pro Forma, Projections Projections, and a Borrowing Base Certificate with respect to Borrower certified by its 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, 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 date hereofClosing Date, reflect Borrower'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.

Audited Financials; Financial Condition. Agent shall have --------------------------------------- received Borrower's final Consolidated Financial Statements for its Fiscal Year ended May December 31, 20011996, audited by PriceWaterhouseCoopersArthxx Xxxexxxx. Borrower Xxrrower shall have provided Agent with its current operating statements, a consolidated and consolidating balance sheet and statement of cash flows, the Pro Forma, Projections Forma and a Borrowing Base Certificate with respect to Borrower certified by its 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 and/or the Chief Financial Officer of Borrower, 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 date hereofClosing 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.

Audited Financials; Financial Condition. Agent shall have --------------------------------------- received Borrower's Borrowers' final Financial Statements financial statements for its Fiscal Year ended May December 31, 2001, audited by PriceWaterhouseCoopersPriceWaterhouseCoopers and unaudited consolidated and consolidating financial statements for each monthly period ending 30 days prior to the Closing Date. Borrower Borrowers shall have provided Agent with its current operating statements, a consolidated and consolidating balance sheet and statement of cash flows, the Pro Forma, and Projections and a Borrowing Base Certificate with respect to Borrower certified by its 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, 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 date hereofClosing 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.

Audited Financials; Financial Condition. Agent shall have --------------------------------------- received Borrower's final the 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 Pro FormaStatements, Projections and a Borrowing Base Certificate with respect to Borrower other materials set forth in Section 3.4, certified by its Borrower Representative’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 each Borrower, based on such Pro Forma financial statements 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 in all material respects 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 date hereofClosing Date, reflect Borrower's such 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 (d) containing the Fair Salable Balance Sheet was prepared on the same basis as the as the unaudited balance sheets described in Section 3.4(a)(ii), except that such other statements with respect to Borrower’s assets are set forth therein at their fair salable values on a going concern basis and the solvency liabilities set forth therein include all contingent liabilities of such Borrower and matters related thereto as Agent shall requeststated at the reasonably estimated fair values thereof.

Audited Financials; Financial Condition. Agent shall have --------------------------------------- received BorrowerWorthington's final (x) audited Financial Statements for its Fiscal Year the twelve month period ended May 31, 20011998 which have been certified by Ernst & Young LLP, audited and (y) Financial Statements for the seven month period ended December 31, 1998 prepared by PriceWaterhouseCoopersErnst & Young LLP. Each Borrower shall have provided Agent with its current operating statements, a consolidated and consolidating balance sheet and statement of cash flows, the Pro Forma, Projections and a Revolving Borrowing Base Certificate with respect to such Borrower certified by its 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 Borrowereach Borrower or any other appropriate Person as determined by Agent, 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 date hereofClosing 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.

Audited Financials; Financial Condition. Agent Agents shall have --------------------------------------- received Holdings' and Borrower's final Financial Statements for its Fiscal Year ended May January 31, 2001, 1999 audited by PriceWaterhouseCoopersXxxxxx Xxxxxxxx LLP. Borrower and Holdings shall have provided Agent with its current operating statements, a consolidated and consolidating balance sheet and statement of cash flows, the Pro Forma, Projections and a Borrowing Base Certificate with respect to Borrower certified by its Chief Financial Officer, in each case in form and substance reasonably satisfactory to AgentAgents, and Agent Agents shall be satisfied, in its sole their reasonable discretion, with all of the foregoing. Agent Agents shall have further received a certificate of the Chief Executive Officer and/or the Chief Financial Officer of Borrower, based on such Pro Forma and Projections, to the effect that (a) Borrower will be Solvent upon the consummation of the transactions contemplated herein; and (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 date hereofClosing 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.

Audited Financials; Financial Condition. Agent shall have --------------------------------------- received Borrower's final Financial Statements for its Fiscal Year ended May 31, 20011999, 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 Pro Forma, Projections and a Borrowing Base Certificate with respect to Borrower certified by its 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, 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 date hereof, 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.