Compliance Certificate. Concurrently with the delivery of each of the financial statements referred to in [Sections 7.1(a) and (b)])], a Compliance Certificate # stating that to the best 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 nature thereof and the action which is proposed to be taken with respect thereto, # showing in reasonable detail the calculations demonstrating compliance with the covenants 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 Borrower 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 the required Compliance Certificate.

Compliance Certificate. Concurrently with the delivery of each of the financial statements referred to in [Sections 7.1(a) and (b)])], a Compliance Certificate # stating that to the best 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 nature thereof and the action which is proposed to be taken with respect thereto, # showing in reasonable detail the calculations demonstrating compliance with the covenants 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 Borrower 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 the required Compliance Certificate.

Compliance Certificate. Concurrently with the delivery of each of the financial statements referred to in [SectionsSections 7.1(a) and (b)])]b), a Compliance Certificate # stating that to the best 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 nature thereof and the action which is proposed to be taken with respect thereto, # showing in reasonable detail the calculations demonstrating compliance with the covenants 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 Borrower 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 the required Compliance Certificate.

Compliance Certificate. Concurrentlyconcurrently with the delivery of each of the financial statements referred to in [Sections 7.Sections 8.1(a) and (b)])], a duly completed Compliance Certificate # stating that tosigned by the bestchief executive officer, chief financial officer, treasurer, assistant treasurer or controller of the knowledgeBorrower (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 be an original authentic counterpart thereof for all purposes thereof), that, among other things, # states that no Default or Event of Default is continuing as of the chief financial officerdate of Borrower executing same, no Default has occurred and is continuing, ordelivery of such Compliance Certificate or, if a Default has occurred andor Event of Default is continuing, a statement as tostates the nature thereof and the action which is proposedthat the Borrower proposes to be takentake with respect thereto, # showing in reasonable detail the calculations demonstratingdemonstrates compliance with the financial covenants set forth in Article 9Section 9.11 as of the last 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 # containingcompliance with Section 8.12(b) and (iv) in the event of any change in generally accepted accounting principles used in the preparation of such other certifications set forth therein. For anyfinancial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 9.11, a statement of reconciliation conforming such financial statements delivered electronicallyto GAAP to the extent required by the chief financial officer of Borrower 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 the required Compliance Certificate.Section 1.3(b);

Compliance Certificate. Concurrentlyconcurrently with the delivery of each of the financial statements referred to in [Sections 7.Sections 8.1(a) and (b)])], a duly completed Compliance Certificate # stating that tosigned by the bestchief executive officer, chief financial officer, treasurer, assistant treasurer or controller of the knowledgeBorrower (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 be an original authentic counterpart thereof for all purposes thereof), that, among other things, # states that no Default or Event of Default is continuing as of the chief financial officerdate of Borrower executing same, no Default has occurred and is continuing, ordelivery of such Compliance Certificate or, if a Default has occurred andor Event of Default is continuing, a statement as tostates the nature thereof and the action which is proposedthat the Borrower proposes to be takentake with respect thereto, # showing in reasonable detail the calculations demonstratingdemonstrates compliance with the financial covenants set forth in Article 9[Section 9.11] as of the last 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 # containingcompliance with [Section 8.12(b) and (iv)])] in the event of any change in generally accepted accounting principles used in the preparation of such other certifications set forth therein. For anyfinancial statements, the Borrower shall also provide, if necessary for the determination of compliance with [Section 9.11], a statement of reconciliation conforming such financial statements delivered electronicallyto GAAP to the extent required by the chief financial officer of Borrower 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 the required Compliance Certificate.[Section 1.3(b)];

Compliance Certificate. Concurrentlysimultaneously with the delivery of each set of the financial statements referred to in [Sections 7.1(a)[clauses (a) and (b)])] above], a Compliance Certificatecertificate, substantially in the form of [Exhibit E] (a “Compliance Certificate”), of the Chief Financial or Accounting Officer of the Borrower # setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of [Sections 5.32, 5.37, 5.38 and 5.39]9]9]9] on the date of such financial statements, and # stating that towhether any Default exists on the bestdate of such certificate and, if any Default then exists, setting forth 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 naturedetails thereof and the action which is proposedthe Loan Parties are taking or propose to be takentake with respect thereto, # showing in reasonable detail the calculations demonstrating compliance with the covenants 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 Borrower 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 the required Compliance Certificate.thereto;

Officer’s Compliance Certificate. Concurrently withCertificates. At the time of the delivery of each of the financial statements referred toprovided for in [Sections 7.1(subparts [(a) and (b)])] above], a Compliance Certificate # stating thatcertificate (a “Compliance Certificate”), substantially in the form of [Exhibit C], signed by the Chief Financial Officer or Corporate Controller of the Borrower to the best of the knowledge of the chief financial officer of Borrower executing same,effect that # no Default has occurredor Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and is continuing, or if a Default has occurred and is continuing, a statement as to the natureextent thereof and the action which is proposedactions the Borrower has taken or proposes to be takentake with respect thereto, and # showingthe representations and warranties of the Credit Parties are true and correct in reasonable detailall 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 demonstratingrequired to establish compliance with the covenants set forth in Article 9provisions of Section 7.07. The Borrower shall deliver each such Compliance Certificate and # containing such other certifications set forth therein. For anyall financial statements delivered electronicallyinformation and documentation related thereto to the Administrative Agent via electronic mail to ​, or as otherwise specified to the Borrower by the chief financial officer of Borrower 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 the required Compliance Certificate.Administrative Agent.

Compliance Certificate. Concurrently withOfficer’s Certificates. At the deliverytime of eachthe delivery of the financial statements referred toprovided for in [Sections 7.1(Sections 8.01(a) and (b)])], a Compliance Certificate # stating that to the best of the knowledge of the chief financial officercompliance certificate from an Authorized Officer of Borrower executing same,in the form of [Exhibit I] (a “Compliance Certificate”) certifying on behalf of Borrower that, to such officer’s knowledge after due inquiry, # no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, or if a Default has occurredspecifying the nature and extent thereof and # each of the representations and warranties contained in the Credit Agreement and the other Credit Documents is continuing, a statementtrue and correct in all material respects (except for those representations and warranties that are qualified by materiality in which case they shall be true and correct in all respects) as of the date thereof, except to the nature thereofextent that any such representation and the actionwarranty by its terms is made as of a specified date, in which case any such representation or warranty is proposed to be taken with respect thereto,true and correct in all material respects only as of such specified date, which certificate shall # showingset forth in reasonable detail the calculations demonstratingrequired to establish whether Borrower and its Subsidiaries were in compliance with the covenants set forth in Article 9provisions of Sections 9.08 and 9.09 at the end of such fiscal quarter or year, as the case may be and # containing such other certifications set forth therein. For anywith respect to the annual 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 by the chief financial officer of Borrower 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 Borrowerand shall nevertheless be deemed to have certifiedbeen delivered on the factual matters described in this clause (d)date on which such information is posted on Borrower’s website or filed electronically with respect to such financial statements; provided, however, that such deemed certificate shall not excuse or be construed as a waiver of Borrower’the SEC’s obligation to deliver the required Compliance Certificate.EDGAR system.

The Borrower Compliance Certificate. ConcurrentlyTogether with theeach delivery of eachfinancial statements of the financial statements referredBorrower and its Subsidiaries pursuant to in [Sections 7.1(Sections 8.2(a) and (b)])]or 8.2(b), the Borrower will deliver a Compliance Certificate # stating that to the best of the knowledge of the chief financial officer of Borrower executing same, no# certifying as to whether a Default has occurred and is continuing, orand, if a Default has occurred and is continuing, a statement as tooccurred, specifying the naturedetails thereof and theany action which istaken or proposed to be taken with respect thereto,thereto and # showing in reasonable detail thesetting forth reasonably detailed calculations (including with respect to any pro forma effect given to a Material Transaction) demonstrating compliance with the covenants 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 Borrower in satisfactionSection 8.1 as of the reporting requirements set forth in clause (a) or (b) preceding that are not accompaniedlast day of the most recent fiscal quarter covered 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 the required Compliance Certificate.statements.

Compliance Certificate. Concurrentlyconcurrently with the delivery of each of the financial statements referred to in [Sections 7.1(Sections 6.01(a) and (b)])]Section 6.01(b), (i) a duly completed Compliance Certificate # stating that to the best 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 nature thereof and the action which is proposed to be taken with respect thereto, # showing in reasonable detail the calculations demonstrating compliance with the covenants set forth in Article 9 and # containing such other certifications set forth therein. For any financial statements delivered electronicallysigned by the chief executive officer, chief financial officer of Borrower in satisfactionofficer, treasurer or controller of the reporting requirements set forth in clause (a)Borrower which, among other matters, includes a certification that no Default or (b) preceding that are not accompanied by the required Compliance Certificate, the chief financial officerEvent of Borrower shall nevertheless be deemed to have certified the factual matters described in this clause (d)Default exists and # a copy of management’s discussion and analysis 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 the required Compliance Certificate.