Common use of Financial Condition Certificate Clause in Contracts

Financial Condition Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, signed by a Responsible Officer, certifying that (A) the Borrower and its Subsidiaries taken as a whole are Solvent, (B) the Borrower’s payables are current and not past due as determined in accordance with the Borrower’s past practices, (C) attached thereto are calculations evidencing compliance on a pro forma basis with the covenants contained in Section 7.14, and (D) 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 Borrower shall have delivered to the Administrative Agent Agents a certificate, signed in form and substance satisfactory to the Agents, and certified as accurate by a Responsible Officer, certifying that (A) after giving effect to the Transactions, the Borrower and its Restricted Subsidiaries taken as a whole are Solvent, (B) the Borrower’s payables are current and not past due as determined in accordance with the Borrower’s past practices, (C) attached thereto are calculations evidencing compliance on a pro forma basis after giving effect to the Transactions with the covenants contained in Section 7.14Article IX hereof, and (DC) the financial projections previously delivered to the Administrative Agent Agents represent the good faith estimates (utilizing reasonable assumptionsassumptions 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. (A) The Borrower shall have delivered to the Administrative Agent a certificate, signed in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by a Responsible OfficerOfficer of the Borrower, certifying that (A1) the Borrower and its Subsidiaries taken as a whole are is Solvent, (B2) the Borrower’s 's payables are current and not past due as determined except those contested in accordance with the Borrower’s past practicesgood faith, (C3) attached thereto are calculations evidencing compliance on a pro forma basis with the covenants contained in Section 7.14Article VIII hereof, and (D4) 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(5) attached thereto is a calculation of the Applicable Margin pursuant to Section 3.1(c).

Financial Condition Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, signed in form and substance satisfactory to the Administrative Agent, and certified as accurate by a Responsible Officer, certifying that (A) the Borrower and each of its Subsidiaries taken are each Solvent as a whole are Solventof the Closing Date, (B) the Borrower’s payables are current and not past due as determined in accordance with the Borrower’s past practices, (C) attached thereto are calculations evidencing compliance on a pro forma basis with the covenants contained in Section 7.14Article IX hereof as of the most recent quarterly financial statements of the Borrower and its Subsidiaries, and (DC) 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 SubsidiariesSubsidiaries as of the date thereof.

Financial Condition Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, signed in form and substance satisfactory to the Administrative Agent, and certified as accurate by a Responsible Officer, certifying that (A) the Borrower and each of its Subsidiaries taken as a whole are each Solvent, (B) the Borrower’s 's payables are current and not past due as determined in accordance with the Borrower’s past practicesdue, (C) attached thereto are calculations evidencing compliance on a pro forma basis with the covenants contained in Section 7.14Article X hereof, and (D) 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 SubsidiariesSubsidiaries and (E) attached thereto is a calculation of the Applicable Margin pursuant to Section 5.1(c).

Financial Condition Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, signed in form and substance satisfactory to the Administrative Agent, and certified as accurate by a Responsible Officer, certifying that (A) the Borrower and each of its Subsidiaries taken as a whole are each Solvent, (B) the Borrower’s payables are current and not past due as determined in accordance with the Borrower’s past practicesdue, (C) attached thereto are calculations evidencing compliance on a pro forma basis with the covenants contained in Section 7.14Article X hereof, and (D) 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 SubsidiariesSubsidiaries and (E) attached thereto is a calculation of the Applicable Margin pursuant to Section 5.1(c).

Financial Condition Certificate. The Borrower shall have delivered to the Administrative Agent Agents a certificate, signed in form and substance satisfactory to the Agents, and certified as accurate by a Responsible Officer, certifying that (A) after giving effect to the Transactions, the Borrower and its Restricted Subsidiaries taken as a whole are Solvent, (B) the Borrower’s payables are current and not past due as determined in accordance with the Borrower’s past practices, (C) attached thereto are calculations evidencing compliance on a pro forma basis after giving effect to the Transactions with the covenants contained in Section 7.14Article IX, and (DC) the financial projections previously delivered to the Administrative Agent Agents represent the good faith estimates (utilizing reasonable assumptionsassumptions 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 Borrower shall have delivered to the Administrative Agent a certificate, signed in form and substance satisfactory to the Administrative Agent, and certified as accurate by a Responsible Officer, certifying that (A) the Borrower and each of its Restricted Subsidiaries taken as a whole are Solvent, (B) the Borrower’s 's payables are current and not no material part thereof is past due as determined in accordance with the Borrower’s past practicesdue, (C) attached thereto are calculations evidencing compliance on a pro forma basis with the covenants contained in Section 7.14Article IX hereof, and (D) 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 Restricted Subsidiaries.

Financial Condition Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, signed in form and substance satisfactory to the Administrative Agent, and certified as accurate by a Responsible Officer, certifying that (A) the Borrower and each of its Subsidiaries taken as a whole are each Solvent, (B) the Borrower’s 's and its Subsidiaries' payables are current and not past due as determined in accordance with the Borrower’s past practicesdue, (C) attached thereto are calculations evidencing compliance on a pro forma basis with the covenants contained in Section 7.14Article X hereof, and (D) 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 SubsidiariesSubsidiaries and (E) attached thereto is a calculation of the Applicable Margin pursuant to Section 5.1(c).

Financial Condition Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, signed in form and substance satisfactory to the Administrative Agent, and certified as accurate by a Responsible Officer, certifying that (A) after giving effect to the Transactions, the 49 Borrower and its Restricted Subsidiaries taken as a whole are Solvent, (B) the Borrower’s payables are current and not past due as determined in accordance with the Borrower’s past practices, (C) attached thereto are calculations evidencing compliance on a pro forma basis after giving effect to the Transactions with the covenants contained in Section 7.14Article IX, and (DC) the financial projections previously delivered to the Administrative Agent represent the good faith estimates (utilizing reasonable assumptionsassumptions 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 Borrower shall have delivered to the Administrative Agent a certificate, signed by a Responsible Officer, certifying that (A) the Borrower and its Subsidiaries taken as a whole are Solvent, (B) the Borrower’s payables are current and not past due as determined in accordance with the Borrower’s past practices, (C) attached thereto are calculations evidencing compliance on a pro forma basis with the covenants contained in Section 7.14, and (D) 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.. 77

Financial Condition Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, signed in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by a Responsible Officer, certifying that (A) the Borrower and each of its Subsidiaries taken as a whole are each Solvent, (B) the Borrower’s 's payables are current and not past due as determined in accordance with the Borrower’s past practicesdue, (C) attached thereto are calculations evidencing compliance on a pro forma basis with the covenants contained in Section 7.14Article IX hereof, and (D) 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 SubsidiariesSubsidiaries and (E) attached thereto is a calculation of the Applicable Margin.

Financial Condition Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, signed in form and substance satisfactory to the Administrative Agent, and certified as accurate by a Responsible Officer, certifying that (A) the Borrower and each of its Subsidiaries taken as a whole are each Solvent, (B) the Borrower’s payables are current and not past due as determined in accordance with the Borrower’s past practicesdue, (C) attached thereto are calculations evidencing compliance on a pro forma basis with the covenants contained in Section 7.147.15, and (D) 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 Borrower shall have delivered to the Administrative Agent a certificate, signed in form and substance satisfactory to the Administrative Agent, and certified as accurate by a Responsible Officer, certifying that (A) the Borrower and each of its Subsidiaries taken as a whole are each Solvent, (B) the Borrower’s 's and its Subsidiaries' payables are current and not past due as determined in accordance with the Borrower’s past practicesdue, (C) attached thereto are calculations evidencing compliance on a pro forma basis with the covenants contained in Section 7.14Article X hereof, and (D) the D)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 SubsidiariesSubsidiaries and (E) attached thereto is a calculation of the Applicable Margin pursuant to Section 5.1(c).

Financial Condition Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, signed in form and substance satisfactory to the Administrative Agent, and certified as accurate by a Responsible Officer, certifying that (A) the Borrower and each of its Subsidiaries taken as a whole are each Solvent, (B) the Borrower’s and its Subsidiaries’ payables are current and not past due as determined in accordance with the Borrower’s past practicesdue, (C) attached thereto are calculations evidencing compliance on a pro forma basis with the covenants contained in Section 7.14Article X hereof, and (D) 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 SubsidiariesSubsidiaries and (E) attached thereto is a calculation of the Applicable Margin pursuant to Section 5.1(c).

Financial Condition Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, signed in form and substance satisfactory to the Administrative Agent, and certified as accurate by a Responsible Officer, certifying that (A) the Borrower and each of its Subsidiaries taken as a whole are each Solvent, (B) the Borrower’s payables are current and not past due as determined in accordance with the Borrower’s past practicesdue, (C) attached thereto are calculations evidencing compliance on a pro forma basis with the covenants contained in Section 7.14, and (D) 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 Borrower shall have delivered to the Administrative Agent a certificate, signed in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by a Responsible Officerthe chief financial officer of the Borrower, certifying that (A) after giving effect to the transactions contemplated by this Agreement, the Borrower and each of its Subsidiaries taken as a whole are each Solvent, (B) the Borrower’s payables are current and not past due as determined in accordance with the Borrower’s past practices, (C) attached thereto are calculations evidencing compliance on a pro forma basis with the covenants contained in Section 7.14Article IX hereof, and (DC) 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 SubsidiariesSubsidiaries and (D) attached thereto is a calculation of the Applicable Margin.

Financial Condition Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, signed in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by a Responsible Officer, certifying that (A) the Borrower and each of its Subsidiaries taken as a whole are each Solvent, (B) the Borrower’s 's payables are current and not past due as determined in accordance with the Borrower’s past practicesdue, (C) attached thereto are calculations evidencing compliance on a pro forma basis with the covenants contained in Section 7.14Article X hereof, and (D) 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 SubsidiariesSubsidiaries and (E) attached thereto is a calculation of the Applicable Margin.

Financial Condition Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, signed in form and substance satisfactory to the Administrative Agent, and certified as accurate by a Responsible Officer, certifying that (A) the Borrower and each of its Subsidiaries taken as a whole are each Solvent, (B) the Borrower’s 's payables are current and not past due as determined in accordance with the Borrower’s past practicesdue, (C) attached thereto are calculations evidencing compliance on a pro forma PRO FORMA basis with the covenants contained in Section 7.14SECTION 8.15, and (D) 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.