Contract analysis

Section 1. Certifying Officer Identification The undersigned, \\\\\\\\\\\\\\\\\\ [Name of CFO — e.g., Rebecca Sung or successor], the Chief Financial Officer of the Borrower, hereby certifies, in his/her capacity as an officer of the Borrower and not in any individual capacity, and on behalf of the Borrower, as follows:

Section 2. Reporting Period This Compliance Certificate is delivered for the fiscal quarter ended \\\\\\\\\\\\\\\\\\, 20\\\_ (the "Test Period"). [Insert last day of applicable fiscal quarter — first testing date is September 30, 2024.] For purposes of the financial covenant calculations set forth herein and on Schedule II attached hereto, the "Test Period" refers to the trailing four (4) consecutive fiscal quarters

Section 3. Financial Statements The undersigned hereby certifies that: (a) Attached hereto as Schedule I are the consolidated financial statements of the Borrower and its Subsidiaries required to be delivered pursuant to Section 6.01 of the Credit Agreement for the Test Period, including the consolidated balance sheet of the Borrower and its Subsidiaries as of the last day of the Test Period and the related consolida

Section 4. Financial Covenant Compliance Set forth on Schedule II attached hereto are reasonably detailed calculations demonstrating compliance (or, as applicable, non-compliance) with the following financial covenants contained in the Credit Agreement as of the last day of the Test Period. Each capitalized term used in the calculations below has the meaning ascribed to it in Section 1.01 of the Credit Agreement, and

Section 5. Excess Cash Flow Calculation (Annual Only) [To be completed only for the Compliance Certificate delivered in connection with the fiscal year-end financial statements pursuant to Section 6.01(a) of the Credit Agreement. If this Compliance Certificate is being delivered in connection with interim quarterly financial statements, this Section 5 may be marked "Not Applicable."] Pursuant to Section 2.05(b) of th

Section 6. Representations and Warranties The undersigned hereby certifies that, to the knowledge of the undersigned, after due inquiry: (a) Each of the representations and warranties made by the Borrower, the Co-Borrower, and the Parent Guarantor in the Credit Agreement and in each other Loan Document to which any of them is a party is true and correct in all material respects on and as of the date hereof (or, in th

Section 7. Default / Event of Default Certification The undersigned hereby certifies that, except as set forth below, no Default or Event of Default (each as defined in the Credit Agreement) has occurred and is continuing as of the date hereof, or during the period from and including the date of the last Compliance Certificate delivered to the Administrative Agent (or, if no prior Compliance Certificate has been deli

Section 8. Change of Control Confirmation The undersigned hereby certifies that no Change of Control (as defined in Section 1.01 of the Credit Agreement) has occurred since the Closing Date (or, if later, since the date of the most recently delivered Compliance Certificate). Without limitation of the foregoing, the undersigned confirms that Thornfield Capital Partners, LP (or its Affiliates) continues to hold, direct

Section 9. OFAC and Sanctions Compliance The undersigned hereby certifies that: (a) No Loan Party, nor any of its Subsidiaries, nor, to the knowledge of the undersigned after due inquiry, any director, officer, employee, agent, or Affiliate of any Loan Party or any of its Subsidiaries, is currently the subject or target of any Sanctions administered or enforced by the U.S. Department of the Treasury's Office of Forei

Section 10. Material Adverse Change The undersigned hereby certifies that, to the knowledge of the undersigned after due inquiry, no event, circumstance, development, condition, change, or effect has occurred since the Closing Date (or, if later, since the date of the most recently delivered Compliance Certificate) that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adve

Section 11. Insurance Confirmation The undersigned hereby certifies that all insurance policies required to be maintained by the Loan Parties and their Subsidiaries pursuant to Section 6.07 of the Credit Agreement (and any related provisions of the Security Agreement and the Collateral Documents) are in full force and effect as of the date hereof. All premiums due and payable with respect to such insurance policies h

Section 12. Currency Matters (EUR Sub-Tranche) To the extent that the Co-Borrower (Ironhaven Frankfurt GmbH) has outstanding Borrowings denominated in Euros under the EUR Sub-Tranche of the Term Loan B, the following information is provided for purposes of computing Consolidated Total Debt and the Net Leverage Ratio: (a) EUR/USD exchange rate used for purposes of calculating Consolidated Total Debt and the Net Levera