Common use of Certificate of the Borrower Clause in Contracts

Certificate of the Borrower. Concurrently with the financial statements of the Borrower furnished to the Agent and to the Banks pursuant to Section 8.3.1 [Quarterly Financial Statements] and Section 8.3.2 [Annual Financial Statements], a certificate (each a “Compliance Certificate”) of the Borrower signed by the Chief Executive Officer, President or Chief Financial Officer of the Borrower, in the form of Exhibit 8.3.3, to the effect that (i) except as described pursuant to Section 8.3.4 [Notice of Default] the representations and warranties of the Borrower contained in Section 6 [Representations and Warranties] and in the other Loan Documents are true on and as of the date of such certificate with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time) and the Loan Parties have performed and complied with all covenants and conditions hereof, (ii) no Event of Default or Potential Default exists and is continuing on the date of such certificate (iii) containing calculations in sufficient detail to demonstrate compliance as of the date of such financial statements with all financial covenants contained in Section 8.2 [Negative Covenants], (iv) listing each First Tier Foreign Subsidiary and each Domestic Subsidiary formed or acquired during the fiscal quarter or fiscal year, as the case may be, covered by such Compliance Certificate and also indicating whether such Subsidiary is a Material Subsidiary, (v) listing each Person in which an Investment has been made during such fiscal quarter or fiscal year, with respect to which Person, as provided herein in the definition of Subsidiary, the Loan Parties have elected that such Person shall not be a Subsidiary, and (vi) setting forth a list of any dispositions, transfers or sales of any asset or related assets during such fiscal quarter or fiscal year if the net book value of the assets so disposed, transferred or sold equals or exceeds 10% of Consolidated Net Worth as of such quarter end or fiscal year end.

Certificate of the Borrower. Concurrently with the financial statements of the Borrower furnished to the Agent and to the Banks pursuant to Section 8.3.1 7.3.1 [Quarterly Financial Statements] and Section 8.3.2 7.3.2 [Annual Financial Statements], a certificate (each a “Compliance Certificate”) of the Borrower signed by the Chief Executive Officer, President or Chief Financial Officer of the Borrower, in the form of Exhibit 8.3.37.3.3, to the effect that (i) except as described pursuant to Section 8.3.4 7.3.4 [Notice of Default] the representations and warranties of the Borrower contained in Section 6 5 [Representations and Warranties] and in the other Loan Documents are true on and as of the date of such certificate with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time) and the Loan Parties have performed and complied with all covenants and conditions hereof, (ii) no Event of Default or Potential Default exists and is continuing on the date of such certificate (iii) containing calculations in sufficient detail to demonstrate compliance as of the date of such financial statements with all financial covenants contained in Section 8.2 7.2 [Negative Covenants], (iv) listing each First Tier Foreign Subsidiary and each Domestic Subsidiary formed or acquired during the fiscal quarter or fiscal year, as the case may be, covered by such Compliance Certificate and also indicating whether such Subsidiary is a Material Subsidiary, (v) listing each Person in which an Investment has been made during such fiscal quarter or fiscal year, with respect to which Person, as provided herein in the definition of Subsidiary, the Loan Parties have elected that such Person shall not be a Subsidiary, and (vi) setting forth a list of any dispositions, transfers or sales of any asset or related assets during such fiscal quarter or fiscal year if the net book value of the assets so disposed, transferred or sold equals or exceeds 10% of Consolidated Net Worth as of such quarter end or fiscal year end.

Certificate of the Borrower. (i) Concurrently with the financial statements of the Borrower furnished to the Agent and to the Banks pursuant to Section 8.3.1 Sections 7.3.1 [Quarterly Monthly Financial Statements] and Section 8.3.2 7.3.2 [Annual Financial Statements], a certificate (each a “Compliance Certificate”) of the Borrower signed by the Chief Executive Officer, President or Chief Financial Officer of the Borrower, in the form of Exhibit 8.3.37.3.3 (the "Compliance Certificate"), to the effect that (i) that, except as described pursuant to Section 8.3.4 7.3.5 [Notice of Default] ], (a) the representations and warranties of the Borrower contained in Section 6 [Representations and Warranties] 5 and in the other Loan Documents are true on and as of the date of such certificate in all material respects with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time) and the Loan Parties have performed and complied with all covenants and conditions hereof, and (iib) no Event of Default or Potential Default exists and is continuing on the date of such certificate, and such certificate (iii) containing shall contain calculations in sufficient detail to demonstrate compliance as of the date of such financial statements with all financial covenants contained in Section 8.2 7.2 [Negative Covenants]. Without limiting in any way Borrower's obligation to retain records for any other purpose, Borrower shall archive and maintain all RMR data upon which all monthly reports hereunder are based, organizing the data in a manner corresponding to such reports. (ivii) listing With each First Tier Foreign Subsidiary and each Domestic Subsidiary formed or acquired during the fiscal quarter or fiscal year, as the case may be, covered by such Compliance Certificate and also indicating whether such Subsidiary is a Material Subsidiary, (v) listing each Person in which an Investment has been made during such fiscal quarter or fiscal year, with respect to which Person, as provided herein in the definition of SubsidiaryCertificate, the Loan Parties have elected that shall deliver reports of monthly cash collections in respect of Alarm Contracts and monthly xxxxxxxx in respect of Alarm Contracts. (iii) With each such Person Compliance Certificate, the Loan Parties shall not deliver RMR roll forward reports. (iv) With each such Compliance Certificate, the Loan Parties shall deliver an accounts receivable aging summary report. (v) Attached to the Compliance Certificate submitted on a quarterly basis shall be a Subsidiaryan updated Schedule A to the Collateral Assignment of Contract Rights and Schedule A to the Collateral Assignment of Telephone Numbers and such Schedules to this Agreement or the other Loan Documents as, and by changes in circumstances, become materially incorrect, incomplete or misleading. (vi) setting forth With each such Compliance Certificate, the Loan Parties hereby agree to deliver a list of any dispositions, transfers or sales of any asset or related assets during such fiscal quarter or fiscal year if the net book value schedule consisting of the assets so disposedfollowing items with respect to all Permitted Acquisitions completed during the term hereof: the amount of the purchase price, transferred or sold equals or exceeds 10% of Consolidated Net Worth as of such quarter end or fiscal year endthe purchase multiple, RMR purchased, any holdback percentage, any holdback amount and the holdback funds paid out, if any.

Certificate of the Borrower. Concurrently with As soon as available and in any event within forty-five (45) calendar days after the financial statements end of each of the Borrower furnished to first three fiscal quarters in each fiscal year and within ninety (90) days after the Agent and to end of each fiscal year of the Banks pursuant to Section 8.3.1 [Quarterly Financial Statements] and Section 8.3.2 [Annual Financial Statements]Borrower, a certificate (each a “Compliance Certificate”) of the Borrower signed by the Chief Executive Officer, President President, Treasurer or Chief Financial Officer of the Borrower, in the form of Exhibit 8.3.37.3.3, to the effect that that: (i) except as described pursuant to Section 8.3.4 7.3.5 [Notice of Default] ], the representations and warranties of the Borrower contained in Section 6 5 [Representations and Warranties] and in the other Loan Documents are true on and as of the date of such certificate with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or timetime which shall be true and correct on and as of the specific dates or times referred to therein) and the Loan Parties have performed and complied with all covenants and conditions hereof, (ii) except as described pursuant to Section 7.3.5 [Notice of Default], no Event of Default or Potential Default exists and is continuing on the date of such certificate certificate, (iii) containing a list of each Significant Subsidiary, each Excluded Subsidiary, each Bonding Subsidiary, each Securitization Subsidiary, each Inactive Subsidiary, each Subsidiary of Arch Western, and each Special Subsidiary, other than those set forth on Schedule 5.1.2, (iv) confirming that each Significant Subsidiary has joined the Loan Documents in accordance with the requirements of Section 10.18 [Requirements for Significant Subsidiaries], (v) containing an updated Schedule 5.1.20 [Owned and Leased Real Property] to set forth all information with respect to each Arch Property Owner as required by Section 5.1.20.1 and including, without limitation, to indicate any acquisitions, dispositions or transfers of Real Property of any Arch Property Owner (it being understood that any update to such schedule to reflect any transaction otherwise permitted by this Agreement and the other Loan Documents shall automatically and without further action of any Bank be deemed to be an amendment to such schedule), and (vi) containing calculations in sufficient detail to demonstrate compliance as of the date of such financial statements with all financial covenants contained in Section 8.2 7.2 [Negative Covenants], (iv) listing each First Tier Foreign Subsidiary and each Domestic Subsidiary formed or acquired during the fiscal quarter or fiscal year, as the case may be, covered by such Compliance Certificate and also indicating whether such Subsidiary is a Material Subsidiary, (v) listing each Person in which an Investment has been made during such fiscal quarter or fiscal year, with respect to which Person, as provided herein in the definition of Subsidiary, the Loan Parties have elected that such Person shall not be a Subsidiary, and (vi) setting forth a list of any dispositions, transfers or sales of any asset or related assets during such fiscal quarter or fiscal year if the net book value of the assets so disposed, transferred or sold equals or exceeds 10% of Consolidated Net Worth as of such quarter end or fiscal year end.