Common use of Financial Officer’s Certificate Clause in Contracts

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) above, a Compliance Certificate certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) or, if such a Default has occurred, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (ii) concurrently with any delivery of financial statements under Section 5.01(a) or (b) above, a Compliance Certificate setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Section 6.10; (iii) in the case of Section 5.01(a) above, a Compliance Certificate (i) either confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes and (iv) in the case of Section 5.01(a) above, if the accounting firm is not restricted from providing such report by its office policies, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with GAAP, whether such accounting firm obtained knowledge that any Default has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying in reasonable detail the nature and extent thereof;

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) aboveb), a Compliance Certificate (A) certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) or, if such a Default has occurred, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; , (iiB) concurrently beginning with any delivery of financial statements under Section 5.01(a) or (b) abovethe fiscal quarter ending June 30, a Compliance Certificate 2006, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Section 6.10; Sections 6.07(f) and 6.10 (iiiincluding the aggregate amount of net cash proceeds from Excluded Issuances for such period and the uses therefor) in the case and, concurrently with any delivery of financial statements under Section 5.01(a) above, setting forth Borrower’s calculation of Excess Cash Flow and (C) showing a Compliance Certificate (i) either confirming that there has been no change in such information since reconciliation of Consolidated EBITDA to the date of the Perfection Certificate delivered net income set forth on the Closing Date or the date statement of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes income; and (ivii) in the case concurrently with any delivery of financial statements under Section 5.01(a) above, if beginning with the accounting firm is not restricted from providing such report by its office policiesfiscal year ending December 31, 2006, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with GAAPgenerally accepted auditing standards, whether such accounting firm obtained no knowledge that any Default insofar as it relates to financial or accounting matters has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying in reasonable detail the nature and extent thereof;

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) aboveb), a Compliance Certificate (A) certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) or, if such a Default has occurred, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; , (iiB) concurrently beginning with any delivery of financial statements under Section 5.01(a) or (b) abovethe fiscal quarter ending September 30, a Compliance Certificate 2014, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.10 and, concurrently with any delivery of financial statements under Section 6.105.01(a) above (beginning with the fiscal year ending December 31, 2015), setting forth Holdings’ calculation of Excess Cash Flow and (C) beginning with the Compliance Certificate delivered for the fiscal year ending December 31, 2014, showing a reconciliation of Consolidated EBITDA to the net income set forth on the statement of income; and (iiiii) in the case concurrently with any delivery of financial statements under Section 5.01(a) above, a Compliance Certificate (i) either confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes and (iv) in the case of Section 5.01(a) above, if the accounting firm is not restricted from providing such report by its office policies, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower Holdings and its Subsidiaries, which audit was conducted in accordance with GAAPgenerally accepted auditing standards, whether such accounting firm obtained no knowledge that any Default insofar as it relates to accounting matters has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying in reasonable detail the nature and extent thereof;

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) aboveb), a Compliance Certificate (A) certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) or, if such a Default has occurred, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; thereto and (iiB) concurrently beginning with any delivery of financial statements under Section 5.01(a) or (b) abovethe fiscal quarter ending October 30, a Compliance Certificate 2012, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Section 6.10; 6.10 (iiiincluding the aggregate amount of the Cumulative Growth Amount for such period and the uses therefor) in the case and, concurrently with any delivery of financial statements under Section 5.01(a) above, a Compliance Certificate (i) either confirming that there has been no change in such information since the date setting forth Holding’s calculation of the Perfection Certificate delivered on the Closing Date or the date of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes Excess Cash Flow; and (ivii) in the case concurrently with any delivery of financial statements under Section 5.01(a) above, if beginning with the accounting firm is not restricted from providing such report by its office policiesfiscal year ending January 29, 2013, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with GAAPgenerally accepted auditing standards, whether such accounting firm obtained no knowledge that any Default insofar as it relates to a financial covenant under Section 6.10 has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying in reasonable detail the nature and extent thereof;

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) aboveb), a Compliance Certificate (A) certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) and is continuing or, if such a Default has occurredoccurred and is continuing, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (B) beginning with the fiscal quarter ending September 30, 2010, setting forth computations in reasonable detail satisfactory to the Administrative Agent and demonstrating compliance with the covenants contained in Section 6.09 and, concurrently with any delivery of financial statements under Section 5.01(a) above (beginning with the fiscal year ending December 31, 2011), setting forth Borrower’s calculation of Excess Cash Flow; and (ii) concurrently with any delivery of financial statements under Section 5.01(a) or (b) above, a Compliance Certificate setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance beginning with the covenants contained in Section 6.10; (iii) in the case of Section 5.01(a) abovefiscal year ending December 31, a Compliance Certificate (i) either confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes and (iv) in the case of Section 5.01(a) above, if the accounting firm is not restricted from providing such report by its office policies2010, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with GAAPgenerally accepted auditing standards, whether such accounting firm obtained no knowledge that any Default insofar as it relates to financial or accounting matters has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying in reasonable detail the nature and extent thereof;

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) aboveb), a Compliance Certificate (A) certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) or, if such a Default has occurred, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; thereto and (iiB) concurrently beginning with any delivery of financial statements under Section 5.01(a) or (b) abovethe fiscal quarter ending July 31, a Compliance Certificate 2007, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Section 6.10; 6.10 (iiiincluding the aggregate amount of Excluded Issuances for such period and the uses therefor) in the case and, concurrently with any delivery of financial statements under Section 5.01(a) above, a Compliance Certificate (i) either confirming that there has been no change in such information since the date setting forth Holding’s calculation of the Perfection Certificate delivered on the Closing Date or the date of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes Excess Cash Flow; and (ivii) in the case concurrently with any delivery of financial statements under Section 5.01(a) above, if beginning with the accounting firm is not restricted from providing such report by its office policiesfiscal year ending January 31, 2007, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with GAAPgenerally accepted auditing standards, whether such accounting firm obtained no knowledge that any Default insofar as it relates to a financial covenant under Section 6.10 has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying in reasonable detail the nature and extent thereof;

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) aboveb), a Compliance Certificate (A) certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) or, if such a Default has occurred, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; , (iiB) concurrently beginning with any delivery of financial statements under Section 5.01(a) or (b) abovethe fiscal quarter ending October 31, a Compliance Certificate 2007, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Section 6.10; Sections 6.07(e) and 6.10 (iiiincluding the aggregate amount of Excluded Issuances for such period and the uses therefor) in the case and, concurrently with any delivery of financial statements under Section 5.01(a) above, setting forth Borrower’s calculation of Excess Cash Flow and (C) showing a Compliance Certificate (i) either confirming that there has been no change in such information since reconciliation of Consolidated EBITDA to the date of the Perfection Certificate delivered net income set forth on the Closing Date or the date statement of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes income; and (ivii) in the case concurrently with any delivery of financial statements under Section 5.01(a) above, if beginning with the accounting firm is not restricted from providing such report by its office policiesfiscal year ending July 31, 2007, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with GAAPgenerally accepted auditing standards, whether such accounting firm obtained no knowledge that any Default with respect to any financial covenant under Section 6.10 has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying in reasonable detail the nature and extent thereof;

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) aboveb), a Compliance Certificate (A) certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) or, if such a Default has occurred, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; , (iiB) concurrently beginning with any delivery of financial statements under Section 5.01(a) or (b) abovethe fiscal quarter ending September 30, a Compliance Certificate 2007, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Section 6.10; (iiiSections 6.07(f) in the case and 6.10 and, concurrently with any delivery of financial statements under Section 5.01(a) above, setting forth Borrower’s calculation of Excess Cash Flow and (C) showing a Compliance Certificate (i) either confirming reconciliation of Consolidated EBITDA to the net income set forth on the statement of income; provided that in the event there has been no any change in the accounting policies or reporting practices of Borrower that are not required by GAAP, a reconciliation of Borrower’s financial statements to such information since financial statements of Borrower as would have been produced in accordance with GAAP as in effect on the date of hereof, shall be delivered to the Perfection Certificate delivered on the Closing Date or the date of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes Administrative Agent; and (ivii) in the case concurrently with any delivery of financial statements under Section 5.01(a) above, if beginning with the accounting firm is not restricted from providing such report by its office policiesfiscal year ending December 31, 2007, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with GAAPgenerally accepted auditing standards, whether such accounting firm obtained no knowledge that any Default insofar as it relates to financial or accounting matters has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying in reasonable detail the nature and extent thereof;

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) aboveb), a Compliance Certificate (A) certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) and is continuing or, if such a Default has occurredoccurred and is continuing, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (B) to the extent the covenant contained in Section 6.09 applied at the last day of the period covered by any such financial statements, setting forth computations in reasonable detail reasonably satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.09 and, concurrently with any delivery of financial statements under Section 5.01(a) above (beginning with the fiscal year ending on or about September 30, 2015), setting forth Borrower’s calculation of Excess Cash Flow and (C) showing a reconciliation of Consolidated EBITDA to the net income set forth on the statement of income; and (ii) concurrently with any delivery of financial statements under Section 5.01(a) or (b) above, a Compliance Certificate setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance beginning with the covenants contained in Section 6.10; (iii) in the case of Section 5.01(a) abovefiscal year ending on or about September 30, a Compliance Certificate (i) either confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes and (iv) in the case of Section 5.01(a) above, if the accounting firm is not restricted from providing such report by its office policies2014, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower Holdings and its Subsidiaries, which audit was conducted in accordance with GAAPgenerally accepted auditing standards, whether such accounting firm obtained no knowledge that any Default insofar as it relates to Section 6.09 has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying in reasonable detail the nature and extent thereof;

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) aboveb), a Compliance Certificate (A) certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) or, if such a Default has occurred, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; , (iiB) concurrently beginning with any delivery of financial statements under Section 5.01(a) or (b) abovethe fiscal quarter ending June 30, a Compliance Certificate 2007, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Section 6.10; (iiiSections 6.07(f) in the case and 6.10 and, concurrently with any delivery of financial statements under Section 5.01(a) above, a Compliance Certificate (i) either confirming that there has been no change in such information since setting forth Borrower’s calculation of Excess Cash Flow and Borrower’s calculations, as of the date of such certificate, of the Perfection Certificate delivered Cumulative Excess Cash Flow Amount and the Cumulative Equity Amount, and (C) showing a reconciliation of Consolidated EBITDA to the net income set forth on the Closing Date or the date statement of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes income; and (ivii) in the case concurrently with any delivery of financial statements under Section 5.01(a) above, if beginning with the accounting firm is not restricted from providing such report by its office policiesfiscal year ending December 31, 2007, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with GAAPgenerally accepted auditing standards, whether such accounting firm obtained no knowledge that any Event of Default insofar as it relates to financial or accounting matters has occurred or, if in the opinion of such accounting firm such a an Event of Default has occurred, specifying in reasonable detail the nature and extent thereof;

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) aboveb), a Compliance Certificate (A) certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) or, if such a Default has occurred, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (B) beginning with the fiscal quarter ending September 30, 2006, setting forth computations in reasonable detail reasonably satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.07(f) and 6.10 and, concurrently with any delivery of financial statements under Section 5.01(a) above, setting forth Borrower’s calculation of Excess Cash Flow and (C) showing a reconciliation of Consolidated EBITDA to the net income set forth on the statement of income; and (ii) concurrently with any delivery of financial statements under Section 5.01(a) or (b) above, a Compliance Certificate setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance beginning with the covenants contained in Section 6.10; (iii) in the case of Section 5.01(a) abovefiscal year ending December 31, a Compliance Certificate (i) either confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes and (iv) in the case of Section 5.01(a) above, if the accounting firm is not restricted from providing such report by its office policies2006, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with GAAPgenerally accepted auditing standards, whether such accounting firm obtained no knowledge that any Default insofar as it relates to financial or accounting matters has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying in reasonable detail the nature and extent thereof;

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) aboveb), a Compliance Certificate (A) certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) or, if such a Default has occurred, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; , (iiB) concurrently beginning with any delivery of financial statements under Section 5.01(a) or (b) abovethe fiscal quarter ending March 31, a Compliance Certificate 2007, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.07(f) and 6.10 and, concurrently with any delivery of financial statements under Section 6.105.01(a) above (beginning with the fiscal year ending December 31, 2007), setting forth Borrower’s calculation of Excess Cash Flow and (C) showing a reconciliation of Consolidated EBITDA to the net income set forth on the statement of income; and (iiiii) in the case concurrently with any delivery of financial statements under Section 5.01(a) above, a Compliance Certificate (i) either confirming that there has been no change in such information since beginning with the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes and (iv) in the case of Section 5.01(a) abovefiscal year ending December 31, if the accounting firm is not restricted from providing such report by its office policies2007, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with GAAPgenerally accepted auditing standards, whether such accounting firm obtained no knowledge that any Default insofar as it relates to a financial covenant under Section 6.10 has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying in reasonable detail the nature and extent thereof;

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) aboveb), a Compliance Certificate (A) certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) or, if such a Default has occurred, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; , (iiB) concurrently beginning with any delivery of financial statements under Section 5.01(a) or (b) abovethe fiscal quarter ending October 1, a Compliance Certificate 2011, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the financial covenants contained in Section 6.10; 6.09(a) (iiiunless such financial covenant is not being tested during the relevant fiscal quarter, in which case, a certification as to the fact that the covenant in Section 6.09(a) in the case is not required to be tested during such fiscal quarter) and 6.09(c) and, concurrently with any delivery of financial statements under Section 5.01(a) above, a Compliance Certificate demonstrating compliance with Section 6.09(b) (ibeginning with the fiscal year ending December 31, 2011) either confirming that there has been no change in such information since and Borrower’s calculation of Excess Cash Flow (beginning with the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes fiscal year ending December 31, 2012) and (ivC) in the case showing how Consolidated EBITDA was calculated for such period; and (ii) concurrently with any delivery of financial statements under Section 5.01(a) above, if beginning with the accounting firm is not restricted from providing such report by its office policiesfiscal year ending December 31, 2011, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with GAAPgenerally accepted auditing standards, whether such accounting firm obtained no knowledge that any Default insofar as it relates to financial or accounting matters has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying in reasonable detail the nature and extent thereof;

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) aboveb), a Compliance Certificate (A) certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) or, if such a Default has occurred, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; , (iiB) concurrently beginning with any delivery of the financial statements under Section 5.01(a) or (b) abovestatement delivered for fiscal quarter ended June 30, a Compliance Certificate 2007, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Section 6.106.10 (including the aggregate amount of Excluded Issuances for such period and the uses therefor) and, concurrently with any delivery of financial statements under Section 5.01(a) above (beginning with the fiscal year ending December 31, 2008), setting forth Borrower’s calculation of Excess Cash Flow and (C) showing a reconciliation of Consolidated EBITDA to the net income set forth on the statement of income; and (iiiii) in the case concurrently with any delivery of financial statements under Section 5.01(a) above, a Compliance Certificate (i) either confirming that there has been no change in such information since beginning with the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes and (iv) in the case of Section 5.01(a) abovefiscal year ending December 31, if the accounting firm is not restricted from providing such report by its office policies2006, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower Holdings and its Subsidiaries, which audit was conducted in accordance with GAAPgenerally accepted auditing standards, whether such accounting firm obtained no knowledge that any Default insofar as it relates to financial or accounting matters has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying in reasonable detail the nature and extent thereof;; provided that Compliance Certificates delivered in respect of periods prior to the fiscal quarter ending June 30, 2007, shall not be required to include computations showing compliance with the covenant contained in Section 6.10.

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) aboveb), a Compliance Certificate (A) certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) or, if such a Default has occurred, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (B) beginning with the fiscal year ending December 31, 2004, setting forth computations in reasonable detail reasonably satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.07(f) and 6.10 and, concurrently with any delivery of financial statements under Section 5.01(a) above, setting forth Holdings’ calculation of Excess Cash Flow and (C) showing a reconciliation of Consolidated EBITDA to the net income set forth on the statement of income; and (ii) concurrently with any delivery of financial statements under Section 5.01(a) or (b) above, a Compliance Certificate setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance beginning with the covenants contained in Section 6.10; (iii) in the case of Section 5.01(a) abovefiscal year ending December 31, a Compliance Certificate (i) either confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes and (iv) in the case of Section 5.01(a) above, if the accounting firm is not restricted from providing such report by its office policies2004, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower Holdings and its Subsidiaries, which audit was conducted in accordance with GAAPgenerally accepted auditing standards, whether such accounting firm obtained no knowledge that any Default insofar as it relates to financial or accounting matters (which certificates may be limited to the extent required by accounting rules, guidelines or practice) has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying in reasonable detail the nature and extent thereof;

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) aboveb), a Compliance Certificate (A) certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) or, if such a Default has occurred, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (B) beginning with the fiscal quarter ending Sep-tember 30, 2012, setting forth computations in reasonable detail satisfactory to Administrative Agent demonstrating compliance with the covenants contained in Section 6.10 and, concurrently with any delivery of financial statements under Section 5.01(a) above, setting forth Borrower’s calculation of Excess Cash as of the end of the fiscal year most recently ended and (C) showing a reconciliation of Consolidated EBITDA to the net income set forth on the statement of income; (ii) concurrently with any delivery of financial statements under Section 5.01(a) or (b) above, a Compliance Certificate setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance beginning with the covenants contained in Section 6.10; (iii) in the case of Section 5.01(a) abovefiscal year ending December 31, a Compliance Certificate (i) either confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes and (iv) in the case of Section 5.01(a) above, if the accounting firm is not restricted from providing such report by its office policies2012, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower AGS Capital and its Subsidiaries, which audit was conducted in accordance with GAAPgenerally accepted auditing standards, whether such accounting firm obtained no knowledge that any Default insofar as it relates to financial or accounting matters has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying in reasonable detail the nature and extent thereof; and (iii) concurrently with any delivery of financial statements under Section 5.01(c), a certificate of a Responsible Officer setting forth Borrower’s calculation of (A) Liquidity as of the end of the fiscal month most recently ended and (B) the number of Gaming machines operating under a revenue sharing, lease, daily fee or similar agreement to which any Loan Party is a party (identified on a State by State basis) as of the end of the fiscal month most recently ended;

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) aboveb), a Compliance Certificate (A) certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) or, if such a Default has occurred, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; thereto (iiprovided that any such description of any proposed corrective action shall not create an independent obligation under any Loan Document), (B) concurrently beginning with any delivery of financial statements under Section 5.01(a) or (b) abovethe fiscal quarter and year ending December 31, a Compliance Certificate 2006, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.07(f) and 6.10 and, concurrently with any delivery of financial statements under Section 6.105.01(a) above subsequent to December 31, 2006, setting forth Borrower’s calculation of Excess Cash Flow and (C) showing a reconciliation of Consolidated EBITDA to the net income set forth on the statement of income; and (iiiii) in the case concurrently with any delivery of financial statements under Section 5.01(a) above, a Compliance Certificate (i) either confirming that there has been no change in such information since beginning with the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes and (iv) in the case of Section 5.01(a) aboveyear ending December 31, if the accounting firm is not restricted from providing such report by its office policies2006, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower Holdings and its Subsidiaries, which audit was conducted in accordance with GAAPgenerally accepted auditing standards, whether such accounting firm obtained no knowledge that any Default insofar as it relates to financial or accounting matters has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying in reasonable detail the nature and extent thereof;

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) aboveb), a Compliance Certificate (A) certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) or, if such a Default has occurred, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (B) beginning with the fiscal quarter ending on or about March 31, 2011, setting forth computations in reasonable detail reasonably satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.09(a) and (b) and, in a case of a delivery of financial statements pursuant to Section 5.01(a), Section 6.09(c) and, concurrently with any delivery of financial statements under Section 5.01(a) above (beginning with the fiscal year ending on or about September 30, 2012), setting forth Borrower’s calculation of Excess Cash Flow and (C) showing a reconciliation of Consolidated EBITDA to the net income set forth on the statement of income; and (ii) concurrently with any delivery of financial statements under Section 5.01(a) or (b) above, a Compliance Certificate setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance beginning with the covenants contained in Section 6.10; (iii) in the case of Section 5.01(a) abovefiscal year ending on or about September 30, a Compliance Certificate (i) either confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes and (iv) in the case of Section 5.01(a) above, if the accounting firm is not restricted from providing such report by its office policies2011, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower Holdings and its Subsidiaries, which audit was conducted in accordance with GAAPgenerally accepted auditing standards, whether such accounting firm obtained no knowledge that any Default insofar as it relates to Section 6.09 has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying in reasonable detail the nature and extent thereof;

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) aboveb), a Compliance Certificate (A) certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) or, if such a Default has occurred, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; , (iiB) concurrently beginning with any delivery of financial statements under Section 5.01(a) or (b) abovethe fiscal quarter ending September 30, a Compliance Certificate 2008, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.07(f) and 6.10 and, concurrently with any delivery of financial statements under Section 6.105.01(a) above (beginning with the fiscal year ending December 31, 2009), setting forth Parent Borrower’s calculation of Excess Cash Flow and (C) showing a reconciliation of Consolidated EBITDA to the net income set forth on the statement of income; and (iiiii) in the case concurrently with any delivery of financial statements under Section 5.01(a) above, a Compliance Certificate (i) either confirming that there has been no change in such information since beginning with the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes and (iv) in the case of Section 5.01(a) abovefiscal year ending December 31, if the accounting firm is not restricted from providing such report by its office policies2008, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Parent Borrower and its Subsidiaries, which audit was conducted in accordance with GAAPgenerally accepted auditing standards, whether such accounting firm obtained no knowledge that any Default insofar as it relates to accounting matters has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying in reasonable detail the nature and extent thereof;

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) aboveb), a Compliance Certificate (A) certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) or, if such a Default has occurred, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; , (iiB) concurrently beginning with any delivery of financial statements under Section 5.01(a) or (b) abovethe fiscal quarter ending December 31, a Compliance Certificate 2005, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Section 6.10; (iiiSections 6.07(f) in the case and 6.10 and, concurrently with any delivery of financial statements under Section 5.01(a) above, setting forth Borrower’s calculation of Excess Cash Flow and (C) showing a Compliance Certificate (i) either confirming reconciliation of Consolidated EBITDA to the net income set forth on the statement of income; provided that in the event there has been no any change in the accounting policies or reporting practices of Borrower that are not required by GAAP, a reconciliation of Borrower’s financial statements to such information since financial statements of Borrower as would have been produced in accordance with GAAP as in effect on the date of hereof, shall be delivered to the Perfection Certificate delivered on the Closing Date or the date of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes Administrative Agent; and (ivii) in the case concurrently with any delivery of financial statements under Section 5.01(a) above, if beginning with the accounting firm is not restricted from providing such report by its office policiesfiscal year ending December 31, 2005, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with GAAPgenerally accepted auditing standards, whether such accounting firm obtained no knowledge that any Default insofar as it relates to financial or accounting matters has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying in reasonable detail the nature and extent thereof;

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) aboveb), a Compliance Certificate (A) certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) or, if such a Default has occurred, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; , (iiB) concurrently with any delivery of financial statements under Section 5.01(a) or (b) above, a Compliance Certificate setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.10 and, concurrently with any delivery of financial statements under Section 6.105.01(a) above (beginning with the fiscal year ending December 31, 2011), setting forth Holdings’ calculation of Excess Cash Flow and (C) beginning with the Compliance Certificate delivered for the fiscal year ending December 31, 2011, showing a reconciliation of Consolidated EBITDA to the net income set forth on the statement of income; and (iiiii) in the case concurrently with any delivery of financial statements under Section 5.01(a) above, a Compliance Certificate (i) either confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes and (iv) in the case of Section 5.01(a) above, if the accounting firm is not restricted from providing such report by its office policies, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower Holdings and its Subsidiaries, which audit was conducted in accordance with GAAPgenerally accepted auditing standards, whether such accounting firm obtained no knowledge that any Default insofar as it relates to accounting matters has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying in reasonable detail the nature and extent thereof;