Officer's Certificate. A certificate from a Responsible Officer of the Borrower to the effect that # all representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects); # none of the Credit Parties is in violation of any of the covenants contained in this Agreement and the other Loan Documents; # after giving effect to the Transactions, no Default or Event of Default has occurred and is continuing; # since ​, no event has occurred or condition arisen, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect; and # each of the Credit Parties, as applicable, has satisfied each of the conditions set forth in [Section 6.1].

Officer’s Certificate. The Company shall have delivered to such Purchaser 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] have been fulfilled.

Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to # the resolutions attached thereto and other limited liability company proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and # the Company’s organizational documents as then in effect.

Closing Certificate. A certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in [[Sections 5.2(b), (c) and (d)])])]])])] have been satisfied;

Perfection Certificate. The Perfection Certificate executed by Borrower and the Obligated Parties;

Compliance Certificate. Concurrently with the delivery of each of the financial statements referred to in [Sections 7.1(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.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate substantially in the form of [Exhibit H] to the Credit Agreement dated the Second Amendment Effective Date and signed by a Financial Officer of the Borrower.

Holdings shall deliver to the Administrative Agent, within 120 days after the end of each fiscal year ending after the Closing Date (or 30 days after such later date as specified in [Section 9.2(a)(i)]) a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of Holdings and the Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether Holdings and the Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Agreement, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge Holdings and the Restricted Subsidiaries have kept, observed, performed and fulfilled each and every condition and covenant contained in this Agreement during such fiscal year and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Agreement (or, if a Default shall have occurred and is continuing, describing all such Defaults of which he or she may have knowledge and what action Holdings is taking or proposes to take with respect thereto).

Officer’s Certificate. The ​ shall have received a certificate of a Responsible Officer (in substantially the form of [Exhibit L] attached hereto) dated the Effective Date, certifying as to the Organization Documents of each ​ (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each ​, the good standing, existence or its equivalent of each ​ and of the incumbency (including specimen signatures) of the Responsible Officers of each ​.

Solvency Certificate. The ​ shall have received a Solvency Certificate signed by a Responsible Officer of the ​ as to the financial condition, solvency and related matters of the ​ and its Subsidiaries, after giving effect to the initial borrowings under the Loan Documents and the other transactions contemplated hereby.