Common use of Calculation Certificate Clause in Contracts

Calculation Certificate. (a) At least 15 Business Days prior to each Repayment Date, the Owner shall deliver a duly completed Calculation Certificate to the Facility Agent signed by two of its authorised signatories on its behalf: (i) setting out the Debt Service Cover Ratio for the most recent Calculation Period; and (ii) certifying no Default, Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or, if a Default, Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding, specifying the Default, Mandatory Prepayment Event or Potential Mandatory Prepayment Event outstanding and the steps, if any, being taken to remedy it. (b) Within seven Business Days of receiving a Calculation Certificate, the Facility Agent must notify the Owner whether it agrees with the Debt Service Cover Ratio calculation set out in that Calculation Certificate, otherwise the Facility Agent will be deemed to have accepted such Debt Service Cover Ratio calculation. (c) If the Facility Agent does not agree with the Debt Service Cover Ratio calculation set out in a Calculation Certificate, the Facility Agent and the Owner shall consult, in good faith, to agree the Debt Service Cover Ratio calculation as soon as possible. If the Debt Service Cover Ratio is not agreed within ten Business Days of notification by the Facility Agent under paragraph (b) above, the matter will be referred to the Owner’s auditor whose written determination, addressed to the Facility Agent and the Owner, shall (except in the case of manifest error) be final and binding.

Calculation Certificate. (a) At least 15 Business Days prior to each Repayment Date, the Owner shall deliver a duly completed Calculation Certificate to the Facility Agent signed by two of its authorised signatories on its behalf: (i) setting out the Debt Service Cover Ratio for the most recent Calculation Period; and (ii) certifying no Default, Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or, if a Default, Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding, specifying the Default, Mandatory Prepayment Event or Potential Mandatory Prepayment Event outstanding and the steps, if any, being taken to remedy it. (b) Within seven Business Days of receiving a Calculation Certificate, the Facility Agent must notify the Owner whether it agrees with the Debt Service Cover Ratio calculation set out in that Calculation Certificate, otherwise the Facility Agent will be deemed to have accepted such Debt Service Cover Ratio calculation. (c) If the Facility Agent does not agree with the Debt Service Cover Ratio calculation set out in a Calculation Certificate, the Facility Agent and the Owner shall consult, in good faith, to agree the Debt Service Cover Ratio calculation as soon as possible. If the Debt Service Cover Ratio is not agreed within ten Business Days of notification by the Facility Agent under paragraph (b) above, the matter will be referred to the Owner’s 's auditor whose written determination, addressed to the Facility Agent and the Owner, shall (except in the case of manifest error) be final and binding.