Officer’s Certificate of the Borrower. A certificate from the chief financial officer of the Borrower to the effect that all representations and warranties of the Borrower contained in this Agreement and the other Loan Documents that are subject to materiality or Material Adverse Effect qualifications are true, correct and complete in all respects and that all other representations and warranties of the Borrower contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects; that none of the Credit Parties is in violation of any of the covenants contained in this Agreement and the other Loan Documents; that, after giving effect to the Transactions, no Default or Event of Default has occurred and is continuing; and that each of the Credit Parties, as applicable, has satisfied each of the conditions set forth in this [Section 5.1] that has not been waived.

. Concurrently with the financial statements of Holdings and its Subsidiaries furnished to the Administrative Agent and to the Lenders pursuant to [Sections 8.3.1] [Quarterly Financial Statements] and 8.3.2 [Annual Financial Statements] (other than the financial statements furnished with respect to the fiscal year ending December 31, 2016), a certificate (each, a “Compliance Certificate”) of Holdings signed by the Chief Executive Officer, President, Chief Financial Officer, or Treasurer of Holdings, in the form of [Exhibit 8.3].3, to the effect that, except as described pursuant to [Section 8.3.4] [Notice of Default], # the representations and warranties of the Borrower contained in Section 6 and in the other Loan Documents are true on and as of the date of such certificate with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time) and the Loan Parties have performed and complied with all covenants and conditions hereof, # no Event of Default or Potential Default exists and is continuing on the date of such certificate, # containing calculations in sufficient detail to demonstrate compliance as of the date of such financial statements with all financial covenants contained in Section 8.2 [Negative Covenants] and setting forth as of the date of such financial statements a detailed calculation of the Net Senior Secured Leverage Ratio and # containing a listing as of the date of such financial statements of the identity and amount of # the outstanding Lender-Provided Credit Arrangements and # the outstanding Guaranties under [Section 8.2.3(v)].

Certificate of the Borrower. Administrative Agent shall have received # a certificate, dated as of the Amendment No. 1 Effective Date, signed by a Responsible Officer of the Borrower, in substantially the form of [Exhibit G] but modified to reflect Amendment No. 1 and the transactions contemplated hereby and # secretary certificates of the Borrower, substantially consistent with the one delivered on the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent.

Certificate of the Borrower. Concurrently with the financial statements of the Borrower furnished to the Administrative Agent and to the Lenders pursuant to Sections 8.3.1 [Quarterly Financial Statements] and 8.3.2 [Annual Financial Statements], a certificate (each a “Compliance Certificate”) of the Borrower signed by the Chief Executive Officer, President or Chief Financial Officer of the Borrower, in the form of [Exhibit 8.3].3.

Closing Certificate of the Borrower. The Administrative Agent shall have received # a certificate executed on behalf of the Borrower by a Responsible Officer of the Borrower dated as of the Closing Date, substantially in the form of [Exhibit J], and # a good standing certificate for the Borrower from its jurisdiction of organization.

Closing Date Certificate of the Borrower. Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower (in his or her capacity as such) in form satisfactory to Administrative Agent certifying that its representations and warranties set forth in the Transaction Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), other than, in each case, those representations and warranties which are modified by materiality by their own terms, which shall be true and correct in all respects as of the Closing Date.

Administrative Agent: [[Organization B:Organization]], as the administrative agent under the [[Organization A:Organization]] Agreement

Concurrently with the financial statements of the Borrower furnished to the Lender pursuant to Sections 8.3.1 [Quarterly Financial Statements] and 8.3.2 [Annual Financial Statements], a certificate (each a "Compliance Certificate") of the Borrower signed by the Chief Executive Officer, President or Chief Financial Officer of the Borrower, in the form of [Exhibit 8.3].3.

Certificate of the Domestic Borrower. On the Consent Effective Date, the Domestic Borrower shall deliver to the Administrative Agent such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Domestic Borrower as the Administrative Agent may 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 or is to be a party.

Concurrently with the financial statements of the Borrower furnished to the Administrative Agent and to the Lenders pursuant to [Sections 8.3.1] [Quarterly Financial Statements] and 8.3.2 [Annual Financial Statements], a certificate (each a "Compliance Certificate") of the Borrower signed by the Chief Executive Officer, President or Chief Financial Officer of the Borrower, in the form of [Exhibit 8.3].3.