CFO’s Certificate. Certificates of the Chief Financial Officer of the Company, dated the date hereof and the Closing Date, relating to certain financial information included or incorporated by reference in the Time of Sale Document and the Final Offering Memorandum, substantially in the form of [Exhibit B] attached hereto.

Officer’s Certificate. Each Obligor shall have delivered to you an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in [[Sections 4.1, 4.2 and 4.9]9]9]]9]9] have been fulfilled.

Secretary’s Certificate. Each Obligor and each Subsidiary Guarantor shall have delivered to you a certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes, the Agreement and the Subsidiary Guaranty, as applicable.

Officer’s Certificate. Each offer to prepay the Notes pursuant to this [Section 8.2(c)] shall be accompanied by a certificate, executed by a Senior Financial Officer and dated the date of such offer, specifying:

Officer’s Certificate. A certificate from a Responsible Officer of the Borrower to the effect that # all Specified Representations are true, correct and complete in all material respects (except to the extent any such Specified Representation is qualified by materiality or reference to Material Adverse Effect, in which case, such Specified Representation shall be true, correct and complete in all respects); # after giving effect to the Transactions, no Default or Event of Default under any of [Sections 10.1(a) or 10.1(f)])] has occurred and is continuing; and # each of the Credit Parties, as applicable, has satisfied each of the conditions set forth in [Sections 6.1(f) and (g)])].

Officer’s Certificate. The Administrative Agent shall have received a certificate of a Financial Officer of the Borrower confirming compliance with the conditions set forth in [Sections 4.01(j), (k) and (l)])])])])].

Secretary’s Certificate. A certificate, dated the Closing Date, executed by the Secretary of the Company and each Guarantor, certifying such customary matters as the Initial Purchasers may reasonably request.

Termination by CFO. CFO may terminate his employment with the Company at any time and for any reason, or for no reason, upon thirty (30) days written notice to the Company.

(For Foreign Assignees That Are Not Partnerships For U.S. Federal Income Tax Purposes)

“Good Reason” shall mean any of the following actions: # the assignment to CFO of any duties or responsibilities that results in a material diminution in CFO’s function (for [Section 4.5.4], as in effect immediately prior to the effective date of the Change in Control); provided, however, that a change in CFO’s title or reporting relationships shall not provide the basis for a voluntary termination with Good Reason; # a reduction by the Company in CFO’s annual base salary as in effect immediately prior to the effective date of the Change in Control; provided, however, that Good Reason shall not be deemed to have occurred in the event of a reduction in CFO’s annual base salary that is pursuant to a salary reduction program affecting substantially all of the employees of the Company and that does not adversely affect CFO to a greater extent than other similarly situated employees; or # a relocation of CFO’s primary business office to a location more than 50 miles from the location of CFO’s primary business office and which increases the CFO’s commute (for [Section 4.5.4], as in effect immediately prior to the effective date of the Change in Control), except for required travel by CFO on the Company’s business to an extent substantially consistent with CFO’s business travel obligations prior to the effective date of the Change in Control; provided, that CFO may not resign for Good Reason without first providing the Company with written notice within ninety (90) days of the date of the initial existence of the condition that CFO believes constitutes Good Reason specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days and not more than ninety (90) days following the date of such notice.