Extract to table

The undersigned is delivering this Certificate in his capacity as the Chief Financial Officer of the Surviving Corporation, and not in his individual or personal capacity, and shall have no personal liability in connection with the delivery of this Certificate or the certifications, statements, and conclusions set forth herein

" SECTION 1: DEFINITIONS Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement or, if not defined therein, in the Merger Agreement

As used in this Certificate, the following terms shall have the meanings set forth below: "Debt" or "Indebtedness" shall have the meaning assigned to such term in Section 1

The undersigned is not an expert in the evaluation of the solvency of companies, and this Certificate does not constitute, and shall not be construed as, a guarantee, assurance, opinion, or representation regarding the solvency of the Surviving Corporation or any of its Subsidiaries

Nothing contained herein shall be deemed to constitute a fairness opinion, a valuation, or an appraisal of the Surviving Corporation or any of its assets or liabilities

Without limiting the foregoing, no person or entity (other than those expressly identified in the immediately preceding sentence) shall be entitled to rely on this Certificate in connection with any claim, action, proceeding, or other matter of any kind