Compliance Certificate. Together with the financial statements required under [Sections 7.1(A) and (B)])] a certificate signed by a Designated Financial Officer in the form of Exhibit F hereto, setting forth reasonably detailed calculations (which calculations shall be made in accordance with Agreement Accounting Principles) # showing compliance with [Sections 7.2(K), 7.2(L), 7.3 and 7.4]4]4]4] (including, without limitation, a schedule (in level of detail substantially similar to the detail contained in comparable schedules delivered to the Administrative Agent prior to the Restatement Effective Date), # computing the Total Leverage Ratio as of the last day of the applicable period, # setting forth the Subsidiaries of the Company as of the end of the applicable period, and # stating that no Default or Unmatured Default exists or existed during the applicable period, or if any Default or Unmatured Default exists or existed, stating the nature and status thereof;

Compliance Certificate. A duly authorized Senior Financial Officer shall execute and deliver to each Additional Purchaser and each holder of Notes an Officer’s Certificate dated the date of issue of such Series of Additional Notes stating that such officer has reviewed the provisions of this Agreement (including any Supplements hereto) and setting forth the information and computations (in sufficient detail) required in order to establish whether the Company is in compliance with the requirements of [Section 10.8] on such date (based upon the financial statements for the most recent fiscal quarter ended prior to the date of such certificate but after giving effect to the issuance of the Additional Series of Notes and the application of the proceeds thereof).

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 ended October 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. Unless the Administrative Agent or a Lender requests 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. Borrower shall furnish a certificate signed by its Chief Financial Officer with each financial statement provided to Lender in connection with net earnings requirement as provided in Paragraph 4.03(a) above stating that Borrower is in full compliance with all of its obligations under this Agreement and all other loan documents relating to the Loan and Note.

Compliance Certificate. No later than five days after the delivery of the financial statements referred to in [Sections 6.01(a) and 6.01(b)])], a duly completed Compliance Certificate; provided that if such Compliance Certificate demonstrates a Financial Covenant Event of Default, a notice of an intent to cure (a “Notice of Intent to Cure”) pursuant to [Section 8.02] may be delivered along with or prior to delivery of such Compliance Certificate to the extent permitted thereunder.

ActiveUS 170689984v.4

The Borrower Compliance Certificate. Together with each delivery of financial statements of the Borrower and its Subsidiaries pursuant to Sections 8.2(a) or 8.2(b), the Borrower will deliver a Compliance Certificate of the Borrower # certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and # setting forth reasonably detailed calculations (including with respect to any pro forma effect given to a Material Transaction) demonstrating compliance with Section 8.1 as of the last day of the most recent fiscal quarter covered by such financial statements.

[Exhibit C] (Compliance Certificate). [Exhibit C] attached to the Credit

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that:

Certificate. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.08 shall be delivered to the Borrower and the Administrative Agent and shall be conclusive absent manifest error.