Common use of Certificate of Financial Officer — Compliance Clause in Contracts

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit B hereto (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the Effective Date which materially changes the calculation of any covenant or affects compliance with the terms of this Agreement and, if applicable, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit B E hereto (or such other form agreed to by the Administrative Agent and the Borrower) (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate then exists and, if a Default has occurred and is continuingthen exists, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01 9.01, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the Effective Date which materially changes date of the calculation of any covenant or affects compliance with the terms of this Agreement financial statements referred to in Section 7.04(a) and, if applicableany such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit B D hereto (i) setting forth the calculation of the Current Ratio and the Leverage Ratio and certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 8.13(b) and Section 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the Effective Date which materially changes date of the calculation of any covenant or affects compliance with the terms of this Agreement audited financial statements referred to in Section 7.04 and, if applicableany such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer of each of Parent Guarantor and the Borrower in substantially the form of Exhibit B D hereto (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the Effective Date which materially changes date of the calculation of any covenant or affects compliance with the terms of this Agreement Financial Statements and, if applicableany such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit B D hereto (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01 and (iii) with the delivery of the financial statements under Section 8.01(a) only, stating whether any change in GAAP or in the application thereof has occurred since the Effective Date December 31, 2008 which materially changes the calculation of any covenant or affects compliance with the terms of this Agreement and, if applicable, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a6.1(a)(i) or Section 8.01(b6.1(a)(ii), a certificate of Compliance Certificate executed by a Financial Officer in substantially the form of Exhibit B hereto Borrower Representative (iA) certifying as to whether a Default or Event of Default has occurred and is continuing as of the date of such certificate and, if a Default or Event of Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiB) setting forth reasonably detailed calculations enclosing deposit and securities accounts statements demonstrating compliance with Section 9.01 6.16, and (iiiC) stating whether any change in GAAP or in the application thereof has occurred since the Effective Date which materially changes date of the calculation of any covenant or affects compliance with the terms of this Agreement most recent audited financial statements delivered pursuant to Section 6.1(a)(i) and, if applicableany such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit B D hereto (a “Compliance Certificate”) (i) certifying as to whether a an Event of Default has occurred and is continuing as of the date of such certificate and, if a an Event of Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the Effective Date which materially changes date of the calculation of any covenant or affects compliance with the terms of this Agreement most recently delivered financial statements referred to in Section 8.01(a) and (b) and, if applicableany such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a 13911654.6 Financial Officer in substantially the form of Exhibit B hereto (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the Effective Date which materially changes the calculation of any covenant or affects compliance with the terms of this Agreement and, if applicable, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer of each Co-Borrower in substantially the form of Exhibit B C hereto (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 8.13(b) and Section 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the Effective Date which materially changes date of the calculation of any covenant or affects compliance with the terms of this Agreement audited financial statements referred to in Section 7.04 and, if applicableany such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit B D hereto (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01 and (iii) with the delivery of the financial statements under Section 8.01(a) only, stating whether any change in GAAP or in the application thereof has occurred since the Effective Date December 31, 2009 which materially changes the calculation of any covenant or affects compliance with the terms of this Agreement and, if applicable, specifying the effect of such change on the financial statements accompanying such certificate.