Compliance Certificate. Notwithstanding the fact that no Event of Default has occurred and is continuing, if the Company has failed to comply with the financial covenants set forth in Section 7.1 for any period of time, the Company shall have delivered a Compliance Certificate substantially in the form of [Exhibit D].

Compliance Certificate. Concurrently with the delivery of the financial statements referred to in Section 5.2(a), (b) and (c) above, the Borrower shall provide to the Lenders a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower.

Compliance Certificate. Concurrently with the delivery of the financial statements referred to in [Sections 6.01(a) and (b)])] (commencing with the delivery of the financial statements for the Fiscal Quarter ending March 31, 2019), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller which is a Responsible Officer of the Borrower. Delivery of the Compliance Certificate may be by electronic communication including fax or email and shall be deemed to be an original and authentic counterpart thereof for all purposes.

Compliance Certificate. Within the time period the financial statements referred to in [Sections 6.01(a) and (b)])] are due, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower. Except to the extent, if any, the Administrative Agent or (through the Administrative Agent) a Lender requests (at least ten (10) Business Days prior to the due date thereof) executed originals, delivery of the Compliance Certificate may be by electronic communication including fax or email and shall be deemed to be an original and authentic counterpart thereof for all purposes.

Compliance Certificate. A Compliance Certificate from the Borrower demonstrating that # the Borrower is in compliance with the financial covenants set forth in [Section 8.6] of the Credit Agreement and # the Consolidated Leverage Ratio is less than 2.50:1.00, in each case, based on the financial statements most recently delivered pursuant to [Section 7.1(ii) or 7.1(iii)])] of the Credit Agreement, as applicable, both before and after giving effect (on a Pro Forma Basis) to # the Incremental Commitments, # the making of any Incremental Loans (with the Incremental Commitments being deemed to be fully funded) and # any Permitted Acquisition consummated in connection with such Incremental Loans (if any).

The Company shall have delivered a duly completed Closing Date Compliance Certificate signed by an Authorized Officer of the Company.

Compliance Certificate. The Noteholders shall have received a duly completed compliance certificate from a Senior Financial Officer of the Company (attaching calculations in reasonable detail) certifying that, after giving pro forma effect to the transactions contemplated to occur on the Effective Date (including, without limitation, the transactions contemplated by the New Bank Credit Agreement, all extensions of credit thereunder on the Effective Date and the other transactions contemplated by this Amendment Agreement) as if all such transactions had occurred on the last day of the most recently completed fiscal quarter of the Company, the Company is in pro forma compliance with the financial covenants set forth in [Section 10.1] of the Note Purchase Agreement as of the last day of such fiscal quarter.

Compliance Certificate. The Borrowers shall deliver to the Administrative Agent and the Lenders, concurrently with the delivery of the financial statements set forth in [subsections (a) and (b)])] above, a Compliance Certificate.

Compliance Certificate. Together with each delivery of financial statements pursuant to Section 5.01(a) and 5.01(b), a duly executed and completed Compliance Certificate # certifying that no Default or Event of Default has occurred and is continuing (or if a Default or Event of Default is continuing, describing in reasonable detail such Default or Event of Default and the steps being taken to cure, remedy or waive the same), # in the case of financial statements delivered pursuant to Section 5.01(b), setting forth reasonably detailed calculations of Excess Cash Flow of the Borrower and the Restricted Subsidiaries for each Fiscal Year beginning with the financial statements for the Fiscal Year ended on or about December 31, 2020, # containing information and calculations reasonably necessary for determining, on a consolidated basis, compliance by the Borrower and the Restricted Subsidiaries with the provisions of this Agreement referred to therein, to the extent then applicable, # a description of any new Subsidiary and any change in the name or jurisdiction of organization of any Loan Party since the date of the most recent list delivered (or in the case of the first such list so delivered, since the Closing Date) and # listing any newly filed or acquired registrations of or applications for registrations of any material Patents, Trademarks or Copyrights constituting Collateral with the United States Patent and Trademark Office or the United States Copyright Office by any Loan Party (other than any registration that issues with respect to an application that was identified on a list previously delivered pursuant to this Section 5.01(c)(v) or is then subject to an Intellectual Property Security Agreement (or supplement thereto)) since the date of the most recent list delivered (or in the case of the first such list so delivered, since the Closing Date);

Compliance Certificate. Together with each delivery of financial statements of the Borrower pursuant to Section 5.01(a) and Section 5.01(b), (i) a duly executed and completed Compliance Certificate and (ii) (A) a summary of the pro forma adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such financial statements, # a list identifying each Subsidiary of the Borrower as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate or confirmation that there is no change in such information since the later of the Closing Date and the date of the last such list and # a list identifying each Patent, Trademark or Copyright created or acquired and included as part of the Collateral or confirmation that there is no change in such information since the later of the Closing Date and the date of the last such list; (d) Notice of Default. Promptly upon any Responsible Officer of the Borrower obtaining knowledge of # any Default or Event of Default or # the occurrence of any event or change that has caused or evidences or would reasonably be expected to cause or evidence, either individually or in the aggregate, a Material Adverse Effect, a notice in reasonable detail specifying the nature and period of existence of such condition, event or change and what action the Borrower has taken, is taking and proposes to take with respect thereto;