Consolidated EBITDA, Liquidity, Indebtedness. The Agents shall have received a certificate of an Authorized Officer of the Administrative Borrower certifying that (i) on the Effective Date, Liquidity (calculated on a pro forma basis to give effect to (i) all Loans made on the Effective Date, and (ii) all fees, costs and expenses paid or to be paid in connection with the transactions contemplated by this Agreement (including (A) all such fees, costs and expenses set forth on Schedule 1.01(C) and (B) all such other fees, costs and expenses payable in connection with the transactions contemplated by this Agreement in accordance with Section 7.02(u) hereof) is no less than $17,026,000, (ii) the Consolidated EBITDA of the Company and its Subsidiaries for the 12 month period ending April 30, 2024 is not less than $22,000,000 and (iii) on the Effective Date, the aggregate outstanding principal amount of Indebtedness of the Company and its Subsidiaries under this Agreement (calculated on a pro forma basis to give effect to all Loans made on the Effective Date) shall not exceed $119,563,500. The Company shall deliver to the Administrative Agent a certificate of an Authorized Officer of the Company certifying as to the matters set forth above and containing reasonably detailed calculations thereof.
