Pro Forma Financial Condition. Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to Administrative Agent, that # EBITDA for Borrower and its Subsidiaries for the trailing twelve month period ended March 31, 2019 shall be not less than $26,000,000 and # the Leverage Ratio shall be less than 1.00:100, in each case, both immediately before and immediately after giving Pro Forma Effect to the Transactions.

such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;

Pro Forma Calculations. Except as expressly provided otherwise herein, all pro forma computations required to be made hereunder giving effect to any acquisition or disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction shall in each case be calculated giving pro forma effect thereto (and, in the case of any pro forma computation made hereunder to determine whether such acquisition or disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction is permitted to be consummated hereunder) as if such transaction had occurred on the first day of the period of four consecutive fiscal quarters ending with the most recent fiscal quarter for which financial statements required to be delivered pursuant to [Section 7.1(A)] or [Section 7.1(B)] are publicly available (or, prior to the delivery of any such financial statements after the Restated Effective Date, ending with the last fiscal quarter for which financial statements were required to be delivered under the Existing Credit Agreement), and, to the extent applicable (and consistent with the definition of EBITDA), to the historical earnings and cash flows associated with the assets acquired or disposed of (but without giving effect to any synergies or cost savings) and any related incurrence or reduction of Indebtedness. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Swap Agreement applicable to such Indebtedness).

Pro Forma Calculations. Notwithstanding anything herein to the contrary, any calculation of the Consolidated Total Net Leverage Ratio, Consolidated Interest Coverage Ratio, Consolidated Senior Secured Net Leverage Ratio or Consolidated EBITDA (for calculating any ratio) for any Reference Period # during which an event for which such calculation is made shall have occurred or # subsequent to such Reference Period and prior to or simultaneously with the event for which such calculation is made shall in each case be made on a Pro Forma Basis for purposes of making the following determinations:

Pro Forma Treatment. All pro forma calculations permitted or required to be made by the ​ or any Subsidiary pursuant to this Agreement shall include only those adjustments that # have been certified by a Responsible Officer of the ​ as having been prepared in good faith based upon reasonable assumptions and # are required by the definition of “Consolidated EBITDA”.

Pro Forma Treatment. Each Disposition of all or substantially all of a line of business, and each Acquisition, by the ​ and its Subsidiaries that is consummated during any Measurement Period shall, for purposes of determining compliance with the financial covenants set forth in [Section 7.11] and for purposes of determining the Applicable Rate, be given Pro Forma Effect as of the first day of such Measurement Period.

Financial Statements. The Administrative Agent shall have received # the Audited Financial Statements, # the Unaudited Financial Statements and # the Pro Forma Financial Statements.

Financial Statements. In the event the initial Servicer is no longer subject to the periodic and current reporting requirements of Section 13 or 15(d) of the Exchange Act, the initial Servicer will submit to the Administrative Agent and each Lender, # within 45 days of the end of each of its fiscal quarters, its unaudited consolidated financial statements (including an analysis of delinquencies and losses on the Receivables for each fiscal quarter) as of the end of each such fiscal quarter and # within 120 days of the end of each of its fiscal years, its audited consolidated financial statements (including an analysis of delinquencies and losses on the Receivables for each fiscal year describing the causes thereof and sufficient to determine whether an Event of Default or Servicer Termination Event has occurred or is reasonably likely to occur and otherwise reasonably satisfactory to the Administrative Agent) as of the end of each such fiscal year; provided that such financial statements are in public company reporting format under the Exchange Act.

Financial Statements. Deliver to the Administrative Agent, who will deliver the same to each Lender, in form and detail reasonably satisfactory to the Administrative Agent:

Financial Statements. The September 30, 2018 audited annual consolidated financial statements of the Company and its Subsidiaries and the March 31, 2019 quarterly consolidated financial statements of the Company and its Subsidiaries, each heretofore delivered to the Lenders, were prepared in accordance with generally accepted accounting principles in effect in the United States of America on the date such statements were prepared and fairly present the consolidated financial condition and operations of the Company and its Subsidiaries at such date and the consolidated results of their operations for the period then ended (subject to year-end audit adjustments and the absence of footnotes in the case of the quarterly financial statements).