Common use of Audited Financials; Financial Condition Clause in Contracts

Audited Financials; Financial Condition. Agent shall have received a copy of Borrower’s Form 10-Q/A filed with the Securities and Exchange Commission for the Fiscal Quarter ending June 30, 2004, the Financial Statements, Projections and other materials set forth in Section 3.4, all certified by Borrower’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 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 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.

Audited Financials; Financial Condition. Agent shall have received Borrower's final Financial Statements for its Fiscal Year ended December 31, 1999, audited by KPMG, LLP. Borrower shall have provided Agent with its current operating statements, a copy consolidated balance sheet and statement of Borrower’s Form 10-Q/A filed with the Securities and Exchange Commission for the Fiscal Quarter ending June 30, 2004income, the Financial Statements, Projections Pro Forma and other materials set forth in Section 3.4, all certified by Borrower’s Chief Financial OfficerProjections, 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 and/or the Chief Financial Officer of Borrower, in the name and on behalf 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; and (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.

Audited Financials; Financial Condition. Administrative Agent shall have received a copy of Borrower’s Form 10-Q/A filed with the Securities and Exchange Commission for the Fiscal Quarter ending June 30, 2004, the Financial Statements, Projections and other materials set forth in Section 3.43.4 , all certified by BorrowerParent’s Chief 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 and/or the Chief Financial Officer of Parent and each Borrower, 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.

Audited Financials; Financial Condition. Agent shall have received a copy of Borrower’s Form 10-Q/A filed with the Securities and Exchange Commission for the Fiscal Quarter ending June 30, 2004, the Financial Statements, Projections and other materials set forth in Section 3.4, all certified by BorrowerBorrower Representative’s Chief Financial OfficerOfficer or Treasurer, 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 and/or and the Chief Financial Officer or Treasurer of Holdings and each Borrower, based on such Pro Forma and Projections, to the effect that (a) Holdings and each 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 each 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 each Borrower believes believe to be reasonable and fair in light of current conditions and current facts known to Holdings and each Borrower and, as of the Closing Date, reflect Holdings and each Borrower’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 each Borrower and the other Credit Parties and matters related thereto as Agent shall request.

Audited Financials; Financial Condition. Agent shall have received a copy of Borrower’s Form 10-Q/A filed with the Securities and Exchange Commission for the Fiscal Quarter ending June 30, 2004, the Financial Statements, Projections and other materials set forth in Section 3.4, all certified by Borrower’s Chief 's Principal Financial Officer, in each case in form and substance reasonably satisfactory to AgentAgent (including, without limitation, that the EBITDA for the twelve month period ending August 31, 2003 is not less than $35,000,000), 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 President and/or the Chief Principal 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; and (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 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 Borrower and matters related thereto as Agent shall request.