Officer’s Compliance Certificates. At the time of the delivery of the financial statements provided for in subparts [(a) and (b) above], a certificate (a “Compliance Certificate”), substantially in the form of [Exhibit C], signed by the Chief Financial Officer or Corporate Controller of the Borrower to the effect that # no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof and the actions the Borrower has taken or proposes to take with respect thereto, and # the representations and warranties of the Credit Parties are true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty is true and correct in all respects), except to the extent that any relate to an earlier specified date, in which case, such representations were true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty was true and correct in all respects) as of the date made, which certificate shall set forth the calculations required to establish compliance with the provisions of Section 7.07. The Borrower shall deliver each such Compliance Certificate and all financial information and documentation related thereto to the Administrative Agent via electronic mail to ​, or as otherwise specified to the Borrower by the Administrative Agent.

Officer’s Compliance Certificates. At the time of the delivery of the financial statements provided for in subparts [(Sections 8.01(a) and (b) above], a compliance certificate (a “Compliance Certificate”), substantiallyfrom an Authorized Officer of Borrower in the form of [Exhibit C], signed by the Chief Financial Officer or Corporate ControllerI] (a “Compliance Certificate”) certifying on behalf of the Borrower that, to the effect thatsuch officer’s knowledge after due inquiry, # no Default or Event of Default existshas occurred and is continuing or, if any Default or Event of Default does exist,has occurred and is continuing, specifying the nature and extent thereof and the actions the Borrower has taken or proposes to take with respect thereto, and # each of the representations and warranties ofcontained in the Credit Parties areAgreement and the other Credit Documents is true and correct in all material respects (except for those representations and warranties that ifare qualified by materiality in which case they shall be true and correct in all respects) as of the date thereof, except to the extent that any such representation orand warranty containsby its terms is made as of a specified date, in which case any materiality qualifier, such representation or warranty is true and correct in all respects), except to the extent that any relate to an earliermaterial respects only as of such specified date, in which case, such representations were true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty was true and correct in all respects) as of the date made, which certificate shall # set forth in reasonable detail the calculations required to establish whether Borrower and its Subsidiaries were in compliance with the provisions of Section 7.07. The Borrower shall deliver eachSections 9.08 and 9.09 at the end of such Compliance Certificatefiscal quarter or year, as the case may be and all financial information and documentation related thereto# with respect to the Administrative Agent via electronic mailannual financial statements provided for in Section 8.01(b), list all Subsidiaries of Borrower as of the end of such year, provided, however, such list of Subsidiaries may be delivered electronically and shall be deemed to ​,have been delivered on the date on which such information is posted on Borrower’s website or as otherwise specified tofiled electronically with the Borrower by the Administrative Agent. SEC’s EDGAR system.

Officer’s Compliance Certificates. At the time ofconcurrently with the delivery of the financial statements provided forreferred to in subparts [(Sections 8.1(a) and (b) above], a certificate (a “Compliance Certificate”), substantially in the form of [Exhibit C],duly completed Compliance Certificate signed by the Chief Financial Officerchief executive officer, chief financial officer, treasurer, assistant treasurer or Corporate Controllercontroller of the Borrower (which delivery may, unless the Administrative Agent or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to the effectbe an original authentic counterpart thereof for all purposes thereof), that, among other things, # states that # no Default or Event of Default existsis continuing as of the date of delivery of such Compliance Certificate or, if anya Default or Event of Default does exist, specifyingis continuing, states the nature and extent thereof and the actionsaction that the Borrower has taken or proposes to take with respect thereto, and # demonstrates compliance with the representations and warrantiesfinancial covenants set forth in Section 9.11 as of the Credit Parties are truelast day of the applicable Measurement Period ending on the last day of the Measurement Period covered by such financial statements, # demonstrates the calculation of Immaterial Subsidiaries and correctcompliance with Section 8.12(b) and (iv) in all material respects (except thatthe event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if anynecessary for the determination of compliance with Section 9.11, a statement of reconciliation conforming such representation or warranty contains any materiality qualifier, such representation or warranty is true and correct in all respects), exceptfinancial statements to GAAP to the extent that any relate to an earlier specified date, in which case, such representations were true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty was true and correct in all respects) as of the date made, which certificate shall set forth the calculations required to establish compliance with the provisions ofby Section 7.07. The Borrower shall deliver each such Compliance Certificate and all financial information and documentation related thereto to the Administrative Agent via electronic mail to ​, or as otherwise specified to the Borrower by the Administrative Agent. 1.3(b);

Officer’s Compliance Certificates. At the time ofCertificate. Concurrently with the delivery of each of the financial statements provided forreferred to in subparts [([Sections 7.1(a) and (b) above]], a certificate (a “Compliance Certificate”), substantially inCompliance Certificate # stating that to the form of [Exhibit C], signed by the Chief Financial Officer or Corporate Controllerbest of the knowledge of the chief financial officer of Borrower executing same, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the effect that # no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof and the actions the Borrower hasaction which is proposed to be taken or proposes to take with respect thereto, and # the representations and warranties of the Credit Parties are true and correctshowing in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty is true and correct in all respects), except to the extent that any relate to an earlier specified date, in which case, such representations were true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty was true and correct in all respects) as of the date made, which certificate shall set forthreasonable detail the calculations required to establishdemonstrating compliance with the provisionscovenants set forth in Article 9 and # containing such other certifications set forth therein. For any financial statements delivered electronically by the chief financial officer of Section 7.07. TheBorrower in satisfaction of the reporting requirements set forth in clause (a) or (b) preceding that are not accompanied by the required Compliance Certificate, the chief financial officer of Borrower shall nevertheless be deemed to have certified the factual matters described in this clause (d) with respect to such financial statements; provided, however, that such deemed certificate shall not excuse or be construed as a waiver of Borrower’s obligation to deliver each suchthe required Compliance Certificate and all financial information and documentation related thereto to the Administrative Agent via electronic mail to ​, or as otherwise specified to the Borrower by the Administrative Agent. Certificate.

Officer’s Compliance Certificates. At the time ofCertificate. Concurrently with the delivery of each of the financial statements provided forreferred to in subparts [([Sections 7.1(a) and (b) above]])], a certificate (a “Compliance Certificate”), substantially inCompliance Certificate # stating that to the form of [Exhibit C], signed by the Chief Financial Officer or Corporate Controllerbest of the knowledge of the chief financial officer of Borrower executing same, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the effect that # no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof and the actions the Borrower hasaction which is proposed to be taken or proposes to take with respect thereto, and # the representations and warranties of the Credit Parties are true and correctshowing in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty is true and correct in all respects), except to the extent that any relate to an earlier specified date, in which case, such representations were true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty was true and correct in all respects) as of the date made, which certificate shall set forthreasonable detail the calculations required to establishdemonstrating compliance with the provisionscovenants set forth in Article 9 and # containing such other certifications set forth therein. For any financial statements delivered electronically by the chief financial officer of Section 7.07. TheBorrower in satisfaction of the reporting requirements set forth in clause (a) or (b) preceding that are not accompanied by the required Compliance Certificate, the chief financial officer of Borrower shall nevertheless be deemed to have certified the factual matters described in this clause (d) with respect to such financial statements; provided, however, that such deemed certificate shall not excuse or be construed as a waiver of Borrower’s obligation to deliver each suchthe required Compliance Certificate and all financial information and documentation related thereto to the Administrative Agent via electronic mail to ​, or as otherwise specified to the Borrower by the Administrative Agent. Certificate.

Officer’s Compliance Certificates. At the time ofconcurrently with the delivery of the financial statements provided forreferred to in subparts [(Sections 8.1(a) and (b) above], a certificate (a “Compliance Certificate”), substantially in the form of [Exhibit C],duly completed Compliance Certificate signed by the Chief Financial Officerchief executive officer, chief financial officer, treasurer, assistant treasurer or Corporate Controllercontroller of the Borrower (which delivery may, unless the Administrative Agent or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to the effectbe an original authentic counterpart thereof for all purposes thereof), that, among other things, # states that # no Default or Event of Default existsis continuing as of the date of delivery of such Compliance Certificate or, if anya Default or Event of Default does exist, specifyingis continuing, states the nature and extent thereof and the actionsaction that the Borrower has taken or proposes to take with respect thereto, and # demonstrates compliance with the representations and warrantiesfinancial covenants set forth in [Section 9.11] as of the Credit Parties are truelast day of the applicable Measurement Period ending on the last day of the Measurement Period covered by such financial statements, # demonstrates the calculation of Immaterial Subsidiaries and correctcompliance with [Section 8.12(b) and (iv)])] in all material respects (except thatthe event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if anynecessary for the determination of compliance with [Section 9.11], a statement of reconciliation conforming such representation or warranty contains any materiality qualifier, such representation or warranty is true and correct in all respects), exceptfinancial statements to GAAP to the extent that any relate to an earlier specified date, in which case, such representations were true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty was true and correct in all respects) as of the date made, which certificate shall set forth the calculations required to establish compliance with the provisions of Section 7.07. The Borrower shall deliver each such Compliance Certificate and all financial information and documentation related thereto to the Administrative Agent via electronic mail to ​, or as otherwise specified to the Borrower by the Administrative Agent. [Section 1.3(b)];

Officer’s Compliance Certificates. At the time ofCertificate. Concurrently with the delivery of each of the financial statements provided forreferred to in subparts [(a) and (b) above]Sections 7.1(b), a certificate (a “Compliance Certificate”), substantially inCompliance Certificate # stating that to the form of [Exhibit C], signed by the Chief Financial Officer or Corporate Controllerbest of the knowledge of the chief financial officer of Borrower executing same, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the effect that # no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof and the actions the Borrower hasaction which is proposed to be taken or proposes to take with respect thereto, and # the representations and warranties of the Credit Parties are true and correctshowing in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty is true and correct in all respects), except to the extent that any relate to an earlier specified date, in which case, such representations were true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty was true and correct in all respects) as of the date made, which certificate shall set forthreasonable detail the calculations required to establishdemonstrating compliance with the provisionscovenants set forth in Article 9 and # containing such other certifications set forth therein. For any financial statements delivered electronically by the chief financial officer of Section 7.07. TheBorrower in satisfaction of the reporting requirements set forth in clause (a) or (b) preceding that are not accompanied by the required Compliance Certificate, the chief financial officer of Borrower shall nevertheless be deemed to have certified the factual matters described in this clause (d) with respect to such financial statements; provided, however, that such deemed certificate shall not excuse or be construed as a waiver of Borrower’s obligation to deliver each suchthe required Compliance Certificate and all financial information and documentation related thereto to the Administrative Agent via electronic mail to ​, or as otherwise specified to the Borrower by the Administrative Agent. Certificate.

Officer’s Compliance Certificates. At the time ofconcurrently with the delivery of the financial statements provided forreferred to in subparts [(a)[subsections (a) and (b) above],])] of this Section, a certificate (a “Compliance Certificate”), substantially in the form of [Exhibit C],Compliance Certificate signed by the Chief Financial Officerprincipal executive officer or Corporate Controllerthe principal financial officer of the Borrower # certifying as to the effect that # nowhether there exists a Default or Event of Default exists or,on the date of such certificate and, if anya Default or an Event of Default does exist,then exists, specifying the nature and extentdetails thereof and the actionsaction which the Borrower has taken or proposes to take with respect thereto, and # setting forth in reasonable detail calculations demonstrating compliance with the representations and warrantiesfinancial covenants set forth in Article VI, # specifying any change in the identity of the Credit Parties are true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty is true and correct in all respects), except to the extent that any relate to an earlier specified date, in which case, such representations were true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty was true and correct in all respects)Subsidiaries as of the date made, which certificate shall setend of such Fiscal Year or Fiscal Quarter from the Subsidiaries identified to the Lenders on the Closing Date or as of the most recent Fiscal Year or Fiscal Quarter, as the case may be, # setting forth the calculations required to establish compliancebalance of funds then on deposit in APC Excluded Asset Account, together with a summary statement from the provisionsBorrower of Section 7.07. Thethe amount and use of any funds withdrawn from the APC Excluded Asset Account following the delivery of the prior Compliance Certificate (or, in the case of the first Compliance Certificate delivered after the Closing Date, since the Closing Date) and # stating whether any change in GAAP or the application thereof has occurred since the date of the mostly recently delivered audited financial statements of the Borrower shall deliver eachand its Subsidiaries, and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such Compliance Certificate and all financial information and documentation related thereto to the Administrative Agent via electronic mail to ​, or as otherwise specified to the Borrower by the Administrative Agent. Certificate;

Officer’s Compliance Certificates. At the time ofconcurrently with the delivery of the financial statements provided forreferred to in subparts [(Sections 6.01(a) and (b) above]Section 6.01(b), (i) a certificate (a “Compliance Certificate”), substantially in the form of [Exhibit C],duly completed Compliance Certificate signed by the Chief Financial Officerchief executive officer, chief financial officer, treasurer or Corporate Controllercontroller of the Borrower to the effectwhich, among other matters, includes a certification that # no Default or Event of Default exists or, if any Default or Eventand # a copy of Default does exist, specifying the naturemanagement’s discussion and extent thereof and the actions the Borrower has taken or proposes to takeanalysis with respect thereto, and # the representations and warranties of the Credit Parties are true and correct in all material respects (except that if anyto such representation or warranty contains any materiality qualifier, such representation or warranty is true and correct in all respects), except to the extent that any relate to an earlier specified date, in which case, such representations were true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty was true and correct in all respects) as of the date made, which certificate shall set forth the calculations required to establish compliance with the provisions of Section 7.07. The Borrower shall deliver each such Compliance Certificate and all financial information and documentation related thereto to the Administrative Agent via electronic mail to ​, or as otherwise specified to the Borrower by the Administrative Agent. statements;

Officer’s Compliance Certificates. At the time ofsimultaneously with the delivery of theeach set of financial statements provided forreferred to in subparts [(a)[clauses (a) and (b) above], a certificate (a “Compliance Certificate”),certificate, substantially in the form of [Exhibit C]E] (a “Compliance Certificate”), signed byof the Chief Financial Officer or Corporate ControllerAccounting Officer of the Borrower to the effect that # no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof and the actions the Borrower has taken or proposes to take with respect thereto, and # the representations and warranties of the Credit Parties are true and correctsetting forth in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty is true and correct in all respects), except to the extent that any relate to an earlier specified date, in which case, such representations were true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty was true and correct in all respects) as of the date made, which certificate shall set forthreasonable detail the calculations required to establish whether the Borrower was in compliance with the provisionsrequirements of Section 7.07. The Borrower shall deliver each[Sections 5.32, 5.37, 5.38 and 5.39]9]9]9] on the date of such Compliance Certificatefinancial statements, and all financial information# stating whether any Default exists on the date of such certificate and, if any Default then exists, setting forth the details thereof and documentation related theretothe action which the Loan Parties are taking or propose to the Administrative Agent via electronic mail to ​, or as otherwise specified to the Borrower by the Administrative Agent. take with respect thereto;