Compliance Certificates. (i) Concurrently with the delivery of the financial statements referred to in [Section 5.06(a)], a certificate of the independent registered public accounting firm rendering the report thereon stating whether, in connection with their audit examination, any condition or event has come to their attention which would cause them to believe that any Default or Event of Default with respect to accounting matters existed on the date of such financial statements and, if such a condition or event has come to their attention, specifying in reasonable detail the nature and period, if known, of existence thereof (which certificate may be limited to the extent required by accounting rules and guidelines), provided that, unless such certificate is delivered under the ABL Documents, the Borrower shall not be required to deliver such certificate if, notwithstanding its commercially reasonable efforts to have obtained such certificate, it is unable to obtain it by date of the delivery of the financial statements referred to in [Section 5.06(a), and (ii)])] concurrently with the delivery of the financial statements referred to in [Sections 5.06(a) and 5.06(b)])], a duly completed Compliance Certificate signed by a Financial Officer of the Borrower, which shall, among other things, # state whether any change (other than any change set forth in the notes to such financial statements) in GAAP or in the application thereof has occurred since the date of the consolidated balance sheet of the Borrower most recently theretofore delivered under [Section 5.06(a) or 5.06(b)])] (or, prior to the first such delivery, referred to in [Section 4.06]) and, if any such change has occurred, setting forth in reasonably detail such change and # in the case of any such Certificate delivered concurrently with the delivery of the financial statements referred to in [Section 5.06(a)], set forth a reasonably detailed calculation of Excess Cash Flow for the applicable fiscal year; # Projections. Within ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending ​, a certified copy of the Borrower’s forecasted consolidated (and, if reasonably requested by the Administrative Agent, consolidating by operating segment) # balance sheet, # profit and loss statement, # cash flow statement and # capitalization statement, in each case as of the last day of or for each of the two fiscal years immediately following the end of such fiscal year, together with appropriate supporting details and a statement of underlying assumptions in a format consistent with the Projections and otherwise reasonably acceptable to the Administrative Agent;

Compliance Certificates. Guarantor acknowledges ​ has requested, and Guarantor shall timely prepare and furnish to ​, the financial statements and reports described in the Warehouse Agreement which pertain to Guarantor, plus such additional financial reports and information as ​ may from time to time request. In addition, Guarantor shall prepare and submit to ​, on a quarterly basis and no later than thirty (30) days after the end of each calendar quarter, a compliance certificate executed by Guarantor, demonstrating Guarantor’s compliance with the covenants set forth in [Section 1] of this Rider and such substantiation thereof as may be required by ​, all in such form and content required by ​ from time to time. A copy of ​’s current required form of compliance certificate is attached hereto as [Exhibit A]. Although compliance certificates are to be delivered to ​ on a quarterly basis, Guarantor shall at all times comply with all covenants set forth in [Section 1] of this Rider and ​ may test Guarantor’s compliance with such covenants at any time.

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.

EXHIBIT #: Request for Letter of Credit

Certificates. All certificates for shares of Common Stock or Preferred Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, or other securities commission having jurisdiction, any applicable Federal or state securities law, any stock exchange or interdealer quotation system upon which the Common Stock is then listed or traded and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.

Certificates. Certificates representing shares of Common Stock purchased under the Plan may be issued only in the name of the employee, in the name of the employee and another person of legal age as joint tenants with rights of survivorship, or (in the Company’s sole discretion) in the name of a brokerage firm, bank, or other nominee holder designated by the employee. The Company may, in its sole discretion and in compliance with applicable laws, authorize the use of book entry registration of shares in lieu of issuing stock certificates.

Certificates. ​ shall have furnished to ​ a certificate of the ​’s Architect substantially in the form attached hereto as [Exhibit 2.19](e) which is countersigned by the General Contractor with respect to the certification regarding the cost of the Punch List Items.

Certificates. ​ shall have received a copy of the articles or certificate of incorporation, or certificate of formation, as the case may be, of each Loan Party, and all amendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction

Certificates. The Lender shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents;

Certificates. The Permal Contributor shall have delivered to the EnTrust Contributor a certificate of the Permal Contributor, executed by an executive officer of the Permal Contributor, stating that the conditions set forth in [Sections 8.3(a), (b), (c) and (d)])])])] have been completed.

Section # Compliance Certificates.

Electronic Certificates; Physical Certificates. The Warrants will be originally issued initially in the form of one or more Electronic Certificates. Electronic Certificates may be exchanged for Physical Certificates, and Physical Certificates may be exchanged for Electronic Certificates, upon request by the Holder thereof pursuant to customary procedures, including as set forth in [Section 3(g)].

Section # Compliance Certificates 3

7 To be included in quarterly and annual compliance certificates.

Form of U.S. Tax Compliance Certificates AMENDED AND RESTATED CREDIT AGREEMENT

ESTOPPEL CERTIFICATES. Within ten (10) business days following a request in writing by Landlord, Tenant shall execute, acknowledge and deliver to Landlord an estoppel certificate, which, as submitted by Landlord, shall be substantially in the form of [Exhibit D], attached hereto (or such other form as may be reasonably required by any prospective mortgagee or purchaser of the Project, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and shall also contain any other information reasonably requested by Landlord or Landlord's mortgagee or prospective mortgagee. Any such certificate may be relied upon by any prospective mortgagee or purchaser of all or any portion of the Project. Tenant shall execute and deliver whatever other instruments may be reasonably required for such purposes. At any time during the Lease Term, in connection with a sale or financing of the Building by Landlord, Landlord may require Tenant to provide Landlord with its most recent annual financial statement and annual financial statements of the preceding two (2) years, subject to the terms below. Such statements shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Landlord shall hold such statements confidential. Notwithstanding the foregoing, in the event that # stock in the entity which constitutes Tenant under this Lease (as opposed to an entity that controls Tenant or is otherwise an affiliate of Tenant) is publicly traded on NASDAQ or a national stock exchange, and # Tenant has its own, separate and distinct ​ and ​ filing requirements (as opposed to joint or cumulative filings with an entity that controls Tenant or with entities which are otherwise affiliates of Tenant), then Tenant's obligation to provide Landlord with a copy of financial statements shall be deemed satisfied. Failure of Tenant to timely execute, acknowledge and deliver such estoppel certificate or other instruments shall constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception.

Officer’s Certificates. Purchaser shall have received a certificate from each Seller, signed on its behalf by an executive officer of such Seller and dated the Closing Date, to the effect that the conditions set forth in [Section 7.2(a)] and [Section 7.2(b)] have been fulfilled.

Stock Certificates. The Company may require that any stock certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, shall be deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to Participant’s Designated Beneficiary. “Designated Beneficiary” means # the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death or # in the absence of an effective designation by a Participant, “Designated Beneficiary” the Participant’s estate.