Officer’s Certificates. At the time of the delivery of the financial statements provided for in [Sections 8.01(a) and (b)])], a compliance certificate from an Authorized Officer of Borrower 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, specifying the nature and extent thereof and # each of the representations and warranties contained in the Credit Agreement and the other Credit Documents is true 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 extent that any such representation and warranty by its terms is made as of a specified date, in which case any such representation or warranty is true and correct in all material respects only as of such specified date, 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 [Sections 9.08 and 9.09]9] at the end of such fiscal quarter or year, as the case may be and # with 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 and shall be deemed to have been delivered on the date on which such information is posted on Borrower’s website or filed electronically with the SEC’s EDGAR system.

Officer’s Compliance Certificates. At the time of the delivery of the financial statements provided for in [Sections 8.01(subparts [(a) and (b)])] above], a compliance certificate from an Authorized Officer of Borrower(a “Compliance Certificate”), substantially in the form of [Exhibit I] (a “Compliance Certificate”) certifying on behalfC], signed by the Chief Financial Officer or Corporate Controller of the Borrower that, to such officer’s knowledge after due inquiry,the effect that # no Default or Event of Default has occurred and is continuingexists or, if any Default or Event of Default has occurred and is continuing,does exist, 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 contained inof the Credit Agreement and the other Credit Documents isParties are true and correct in all material respects (except for those representationsthat if any such representation or warranty contains any materiality qualifier, such representation or warranty is true and warrantiescorrect in all respects), except to the extent that are qualified by materialityany relate to an earlier specified date, in which case they shall becase, 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 thereof, except to the extent that any such representation and warranty by its terms is made as of a specified date, in which case any such representation or warranty is true and correct in all material respects only as of such specified 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 [Sections 9.08[Section 7.07]. The Borrower shall deliver each such Compliance Certificate and 9.09]9] at the end of such fiscal quarter or year, as the case may beall financial information and # with respectdocumentation related thereto to the annual financial statements provided for in [Section 8.01(b)], list all Subsidiaries ofAdministrative Agent via electronic mail to ​, or as otherwise specified to the Borrower as ofby 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 filed electronically with the SEC’s EDGAR system.Administrative Agent.

concurrently with the delivery of the financial statements provided forreferred to in [Sections 8.01(1(a) and (b)])], a compliance certificate fromduly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer, assistant treasurer or controller 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 be an Authorized Officer of Borrower in the form of [Exhibit I] (a “Compliance Certificate”) certifying on behalf of Borroweroriginal authentic counterpart thereof for all purposes thereof), that, to such officer’s knowledge after due inquiry,among other things, # states that no Default or Event of Default has occurred and is continuing as of the date of delivery of such Compliance Certificate or, if anya Default or Event of Default has occurred and is continuing, specifyingstates the nature and extent thereof and the action that the Borrower proposes to take with respect thereto, # each ofdemonstrates compliance with the representations and warranties containedfinancial covenants set forth in the Credit Agreement and the other Credit Documents is true 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)[Section 9.11] as of the date thereof, exceptlast 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 compliance with [Section 8.12(b) and (iv)])] in the event of any change in generally accepted accounting principles used in the preparation of such financial 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 to GAAP to the extent that any such representation and warrantyrequired by its terms is made as of a specified date, in which case any such representation or warranty is true and correct in all material respects only as of such specified date, 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 [Sections 9.08 and 9.09]9] at the end of such fiscal quarter or year, as the case may be and # with respect to the annual financial statements provided for in [Section 8.01(1.3(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 filed electronically with the SEC’s EDGAR system.;

Compliance Certificate. Concurrently with the timedelivery of the deliveryeach of the financial statements provided forreferred to in [Sections 8.01(a) and (b)])7.1(b)], a compliance certificate from an Authorized OfficerCompliance Certificate # stating that to the best of the knowledge of the chief financial officer of Borrower in the form of [Exhibit I] (a “Compliance Certificate”) certifying on behalf of Borrower that, to such officer’s knowledge after due inquiry, #executing same, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifyingor if a Default has occurred and is continuing, a statement as to the nature and extent thereof and the action which is proposed to be taken with respect thereto, # each of the representations and warranties contained in the Credit Agreement and the other Credit Documents is true 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 extent that any such representation and warranty by its terms is made as of a specified date, in which case any such representation or warranty is true and correct in all material respects only as of such specified date, which certificate shall # set forthshowing in reasonable detail the calculations required to establish whether Borrower and its Subsidiaries were indemonstrating compliance with the provisions of [Sections 9.08 and 9.09]covenants set forth in [Article 9] at the end of such fiscal quarter or year, as the case may be and # with respect to the annualcontaining such other certifications set forth therein. For any financial statements provided for in [Section 8.01(b)], list all Subsidiariesdelivered electronically by the chief financial officer of Borrower asin satisfaction of the endreporting requirements set forth in [clause (a) or (b)])] preceding that are not accompanied by the required Compliance Certificate, the chief financial officer of such year, provided, however, such list of Subsidiaries may be delivered electronically andBorrower shall nevertheless be deemed to have been delivered oncertified the date on whichfactual matters described in this [clause (d)] with respect to such information is posted onfinancial statements; provided, however, that such deemed certificate shall not excuse or be construed as a waiver of Borrower’s website or filed electronically withobligation to deliver the SEC’s EDGAR system.required Compliance Certificate.

concurrently with the delivery of the financial statements provided forreferred to in [Sections 8.01(1(a) and (b)])], a compliance certificate fromduly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer, assistant treasurer or controller 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 be an Authorized Officer of Borrower in the form of [Exhibit I] (a “Compliance Certificate”) certifying on behalf of Borroweroriginal authentic counterpart thereof for all purposes thereof), that, to such officer’s knowledge after due inquiry,among other things, # states that no Default or Event of Default has occurred and is continuing as of the date of delivery of such Compliance Certificate or, if anya Default or Event of Default has occurred and is continuing, specifyingstates the nature and extent thereof and the action that the Borrower proposes to take with respect thereto, # each ofdemonstrates compliance with the representations and warranties containedfinancial covenants set forth in the Credit Agreement and the other Credit Documents is true 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)[Section 9.11] as of the date thereof, exceptlast 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 compliance with [[Section 8.12(b) and (iv)])]])] in the event of any change in generally accepted accounting principles used in the preparation of such financial 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 to GAAP to the extent that any such representation and warrantyrequired by its terms is made as of a specified date, in which case any such representation or warranty is true and correct in all material respects only as of such specified date, 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 [Sections 9.08 and 9.09]9] at the end of such fiscal quarter or year, as the case may be and # with respect to the annual financial statements provided for in [Section 8.01(1.3(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 filed electronically with the SEC’s EDGAR system.;

concurrently with any delivery of the financial statements provided for in [Sections 8.01(under [clause [(a) andor (b)]) above]e]], a compliance certificate from an Authorizedof a Financial Officer of the Borrower in the form of [Exhibit I] (a(each, a “Compliance Certificate”) # certifying on behalf of Borrower that, to such officer’s knowledge after due inquiry, #that no Default or Event of Default or Default has occurred and is continuing or, if any Default orsuch an Event of Default or Default has occurred and is continuing,occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, # each of the representationssetting forth as and warranties contained in the Credit Agreement and the other Credit Documents is true 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 extent that any such representation and warranty by its terms is made as of a specified date, in which case any such representation or warranty is true and correct in all material respects only as of such specified date, 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 [Sections 9.08 and 9.09]9] at the end of such fiscal quarter or fiscal year, as the case may bebe, reasonably detailed calculations of the amount of the Available Amount and specifying any applicable utilizations of the Available Amount during such fiscal quarter or fiscal year, as applicable, and # commencing with respectthe first fiscal period ending after the Effective Date, setting forth computations in reasonable detail satisfactory to the annualAdministrative Agent demonstrating compliance with the covenants contained in [[Sections 6.10, 6.11 and 6.12(a)])])]])])] (in each case, to the extent then in effect); provided that if the consolidated financial statements providedof Ultimate Parent and its Subsidiaries delivered pursuant to [clause [(a) or (b) above]e]] will differ from the consolidated results of operations and financial position of Holdings and its Subsidiaries (as a stand-alone company) for such applicable period, then, such certificate shall include a schedule prepared by a Financial Officer on behalf of the Borrower setting out in [Section 8.01(b)]reasonable detail any variances between the consolidated financial position, results of operations and cash flows of Ultimate Parent and its Subsidiaries, on the one hand, and Holdings and its Subsidiaries (as a stand-alone company), list all Subsidiarieson the other hand, for such applicable period, which schedule shall be certified by a Financial Officer of the Borrower as of the end ofpresenting fairly, in all material respects, 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 filed electronically with the SEC’s EDGAR system.variances;

Compliance Certificate. Concurrently with the timedelivery of the deliveryeach of the financial statements provided forreferred to in [Sections 8.01([[Sections 7.1(a) and (b)])]], a compliance certificate from an Authorized OfficerCompliance Certificate # stating that to the best of the knowledge of the chief financial officer of Borrower in the form of [Exhibit I] (a “Compliance Certificate”) certifying on behalf of Borrower that, to such officer’s knowledge after due inquiry, #executing same, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifyingor if a Default has occurred and is continuing, a statement as to the nature and extent thereof and the action which is proposed to be taken with respect thereto, # each of the representations and warranties contained in the Credit Agreement and the other Credit Documents is true 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 extent that any such representation and warranty by its terms is made as of a specified date, in which case any such representation or warranty is true and correct in all material respects only as of such specified date, which certificate shall # set forthshowing in reasonable detail the calculations required to establish whether Borrower and its Subsidiaries were indemonstrating compliance with the provisions of [Sections 9.08 and 9.09]covenants set forth in [Article 9] at the end of such fiscal quarter or year, as the case may be and # with respect to the annualcontaining such other certifications set forth therein. For any financial statements provided for in [Section 8.01(b)], list all Subsidiariesdelivered electronically by the chief financial officer of Borrower asin satisfaction of the endreporting requirements set forth in [clause (a) or (b)])] preceding that are not accompanied by the required Compliance Certificate, the chief financial officer of such year, provided, however, such list of Subsidiaries may be delivered electronically andBorrower shall nevertheless be deemed to have been delivered oncertified the date on whichfactual matters described in this [clause (d)] with respect to such information is posted onfinancial statements; provided, however, that such deemed certificate shall not excuse or be construed as a waiver of Borrower’s website or filed electronically withobligation to deliver the SEC’s EDGAR system.required Compliance Certificate.

Compliance Certificate. Concurrently with the timedelivery of the deliveryeach of the financial statements provided forreferred to in [Sections 8.01([[Sections 7.1(a) and (b)])]])], a compliance certificate from an Authorized OfficerCompliance Certificate # stating that to the best of the knowledge of the chief financial officer of Borrower in the form of [Exhibit I] (a “Compliance Certificate”) certifying on behalf of Borrower that, to such officer’s knowledge after due inquiry, #executing same, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifyingor if a Default has occurred and is continuing, a statement as to the nature and extent thereof and the action which is proposed to be taken with respect thereto, # each of the representations and warranties contained in the Credit Agreement and the other Credit Documents is true 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 extent that any such representation and warranty by its terms is made as of a specified date, in which case any such representation or warranty is true and correct in all material respects only as of such specified date, which certificate shall # set forthshowing in reasonable detail the calculations required to establish whether Borrower and its Subsidiaries were indemonstrating compliance with the provisions of [Sections 9.08 and 9.09]covenants set forth in [Article 9] at the end of such fiscal quarter or year, as the case may be and # with respect to the annualcontaining such other certifications set forth therein. For any financial statements provided for in [Section 8.01(b)], list all Subsidiariesdelivered electronically by the chief financial officer of Borrower asin satisfaction of the endreporting requirements set forth in [clause (a) or (b)])] preceding that are not accompanied by the required Compliance Certificate, the chief financial officer of such year, provided, however, such list of Subsidiaries may be delivered electronically andBorrower shall nevertheless be deemed to have been delivered oncertified the date on whichfactual matters described in this [clause (d)] with respect to such information is posted onfinancial statements; provided, however, that such deemed certificate shall not excuse or be construed as a waiver of Borrower’s website or filed electronically withobligation to deliver the SEC’s EDGAR system.required Compliance Certificate.

The Borrower Compliance Certificate. Together with each delivery of financial statements of the delivery of the financial statements provided for in [Sections 8.01(a) and (b)])], a compliance certificate from an Authorized Officer of Borrower 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, specifying the nature and extent thereof and # each of the representations and warranties contained in the Credit Agreement and the other Credit Documents is true 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 extent that any such representation and warranty by its terms is made as of a specified date, in which case any such representation or warranty is true and correct in all material respects only as of such specified date, which certificate shall # set forth in reasonable detail the calculations required to establish whether Borrower and its Subsidiaries were in compliancepursuant 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 the provisions of [Sections 9.08respect thereto and 9.09]9] at the end of such fiscal quarter or year, as the case may be and # setting forth reasonably detailed calculations (including with respect to the annual financial statements provided for inany pro forma effect given to a Material Transaction) demonstrating compliance with [Section 8.01(b)], list all Subsidiaries of Borrower1] as of the endlast day of the most recent fiscal quarter covered by 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 filed electronically with the SEC’s EDGAR system.financial statements.

concurrently with any delivery of the financial statements provided for in [Sections 8.01(under [clause [(a) andor (b)]) above]e]], a compliance certificate from an Authorizedof a Financial Officer of the Borrower (or, after an IPO, the Public Company) in substantially the form of [Exhibit I] (a “Compliance Certificate”)F] attached hereto # certifying on behalf of Borrower that,as to such officer’s knowledge after due inquiry, # nowhether a Default or Event of Default has occurred and is continuing or,as of the date thereof and, if anya Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof and # each of the representations and warranties contained in the Credit Agreement and the other Credit Documents is true 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)continuing as of the date thereof, exceptspecifying the details thereof and any action taken or proposed to be taken with respect thereto, # setting forth reasonably detailed calculations demonstrating compliance with [[Sections 6.01(f) and (g)])]])] and [Section 6.09] as of the last day of the applicable fiscal quarter or fiscal year for which such financial statements are being delivered, # if and to the extent that any change in GAAP that has occurred since the date of the audited financial statements referred to in [Section 3.04] had an impact on such representation and warranty by its terms is made as of a specified date, in which case any such representation or warranty is true and correct in all material respects only asfinancial statements, specifying the effect of such specified date, which certificate shallchange on the financial statements accompanying such certificate, # set forth in reasonable detail the calculations required to establish whether Borrower and its Subsidiaries were in compliance with the provisions of [Sections 9.08 and 9.09]9] at the end of such fiscal quarter or year,certifying as the case may be and # with 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, suchcurrent list of Unrestricted Subsidiaries may be delivered electronicallyappropriately designated as such pursuant to [[Section 5.11(a) and shall be deemed(vi)])]])] certifying as to have been delivered on the date on which such information is posted on Borrower’s website or filed electronically with the SEC’s EDGAR system.current list of Material Domestic Subsidiaries.