Financial Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Date, as to certain financial matters, substantially in the form of [Exhibit L].

Financial Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by an Authorized Officer of the Borrowers as of the Closing Date, substantially in the form of [Exhibit 4.1](o) stating that # to the Credit Parties’ knowledge, there does not exist any pending or ongoing, action, suit, investigation, litigation or proceeding in any court or before any other Governmental Authority # affecting this Agreement or the other Credit Documents, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Date or # that

Financial Condition/Solvency Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, in form and substance satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of the Borrower, that # after giving effect to the Transactions, the Credit Parties and their Subsidiaries, on a consolidated basis, are Solvent and # the financial projections previously delivered to the Administrative Agent represent the good faith estimates (utilizing reasonable assumptions) of the financial condition and operations of the Borrower and its Subsidiaries.

Financial Condition Certificate. The Administrative Agent shall have received a certificate, executed by a Responsible Officer of the Borrower as of the Closing Date, demonstrating that after giving effect to the Transactions and the initial Credit Extensions on the Closing Date on a Pro Forma Basis, # the Consolidated Interest Coverage Ratio, recomputed as of the Fiscal Quarter ended September 30, 2018, shall not be less than 3.50:1.0 and # the Consolidated Leverage Ratio, recomputed as of the end of the Fiscal Quarter ended September 30, 2018, shall not exceed 4.25:1.0.

Financial Condition. All balance sheets, financial statements, profit and loss statements, and all other financial information heretofore furnished to Lender are true and correct and fairly reflect the financial condition of Borrower as of the dates thereof, including all contingent liabilities of every type and that the financial condition of Borrower as stated in the financial statements provided to Lender has not changed materially and adversely since the dates of such documents.

Financial Condition Certificate. Agent shall have received an executed Financial Condition Certificate in the form of [Exhibit 8.1](f) attached hereto;

Financial Condition/Solvency Certificate. The Borrower shall have delivered to the Administrative Agent a certificate of the chief financial officer of the Borrower, in form and substance satisfactory to the Administrative Agent, certifying that # after giving effect to the Transactions, the Credit Parties and their Subsidiaries, on a Consolidated basis, are Solvent, and # attached thereto are calculations evidencing compliance on a Pro Forma Basis after giving effect to the Transactions with each covenant contained in [Section 8.11].

. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 2021 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statements of income and of cash flows ended on such date, copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date) to # the 2021 Transactions and # the payment of fees and expenses in connection with the foregoing (collectively, the “Transactions”). The Pro Forma Balance Sheet and the related pro forma consolidated statements of income and of cash flows have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and present fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at June 30, 2021, assuming that the events specified in the preceding sentence had actually occurred at such date.

Financial Condition Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, in form and substance satisfactory to the Administrative Agent, and certified as accurate by a Responsible Officer, that # after giving effect to the Transactions, the Borrower and its Restricted Subsidiaries are Solvent, # attached thereto are calculations evidencing compliance on a pro forma basis after giving effect to the Transactions with the covenants contained in [Article IX], and # the financial projections previously delivered to the Administrative Agent represent the good faith estimates (utilizing assumptions believed by management of the Borrower to be reasonable) of the financial condition and operations of the Borrower and its Restricted Subsidiaries.

Financial Condition Certificate. The Administrative Agent shall have received a certificate, executed by a Responsible Officer of the Borrower as of the Closing Date, demonstrating that after giving effect to the Transactions and the initial Credit Extensions on the Closing Date on a Pro Forma Basis, # the Consolidated Interest Coverage Ratio, recomputed as of the Fiscal Quarter ended September 30, 2018, shall not be less than 3.50:1.0 and # the Consolidated Leverage Ratio, recomputed as of the end of the Fiscal Quarter ended September 30, 2018, shall not exceed 4.25:1.0.