Common use of Delivery of Financial Statements and Responsible Officer Certificate Clause in Contracts

Delivery of Financial Statements and Responsible Officer Certificate. The Borrower shall (i) deliver the financial statements described by Section 5.1(c) of the Credit Agreement and the certificates required by Section 5.2(b) of the Credit Agreement for each of the fiscal quarters ended June 30, 2014 and September 30, 2014 on or prior to the earlier to occur of (A) January 15, 2015 and (B) one Business Day after any public release or filing of financial statements for such fiscal quarter (with respect to each such fiscal quarter, the “Required Compliance Date”), (ii) be in full compliance with Section 5.1(c) of the Credit Agreement and Section 5.2(b) of the Credit Agreement (except for the delay in delivery as permitted hereby) and all other terms of the Credit Agreement and the other Credit Documents by the Required Compliance Date for each such fiscal quarter, and (iii) upon delivery of the financial statements and related certificates as set forth above, in each case demonstrate that the Borrower was in compliance with the terms of the Credit Agreement as of the applicable fiscal quarter end (i.e., June 30, 2014 and September 30, 2014). For the avoidance of doubt (1) and notwithstanding anything in the Credit Agreement to the contrary, on each Required Compliance Date the Borrower must show that it was at all times during the term of this Agreement in compliance with the terms of the Credit Agreement (except for the delay in delivery as permitted hereby), including without limitation, the financial covenants set forth in Section 5.9 of the Credit Agreement as of the respective quarter end of June 30, 2014 or September 30, 2014, as applicable, (2) the Borrower agrees that on and after the occurrence of the Required Compliance Date for each of the fiscal quarters ended June 30, 2014 and September 30, 2014, the Borrower must be in full compliance with all terms of the Credit Agreement, including, without limitation, Section 5.1(c) of the Credit Agreement and Section 5.2(b) of the Credit Agreement, and (3) notwithstanding any provision of the Credit Agreement or any other Credit Document to the contrary, the failure of the Borrower to deliver the financial statements for the fiscal quarters ended June 30, 2014 and September 30, 2014 (in full compliance with Section 5.1(c) of the Credit Agreement except for the delay) and the related certificate of Responsible Officer under Section 5.2(b) of the Credit Agreement (in full compliance with Section 5.2(b) of the Credit Agreement except for the delay) on or prior to its respective Required Compliance Date will constitute an immediate Event of Default under the Credit Agreement (without any grace period, cure period or notice of any kind).

Delivery of Financial Statements and Responsible Officer Certificate. The Borrower shall (i) deliver the financial statements described by Section 5.1(a) of the Credit Agreement and the certificates required by Section 5.1(a) of the Credit Agreement and Section 5.2(b) of the Credit Agreement for the fiscal year ended December 31, 2014 on or prior to the earlier to occur of (A) April 30, 2015 and (B) one Business Day after the public release or filing of such financial statements for such fiscal year (the “Required Annual Statement Compliance Date”), (ii) deliver the financial statements described by Section 5.1(b) and the certificates required by Section 5.2(b) of the Credit Agreement for the fiscal year ended December 31, 2014 on or prior to the date that is ten Business Days after the Required Annual Statement Compliance Date (the “Required Unaudited Annual Statement Compliance Date”), (iii) be in full compliance with Section 5.1(a) of the Credit Agreement, Section 5.2(a) of the Credit Agreement and, solely with respect to the financial statements referred to in Section 5.1(a) of the Credit Agreement, Section 5.2(b) of the Credit Agreement (except for the delay in delivery as permitted hereby) and all other terms of the Credit Agreement and the other Credit Documents by the Required Annual Statement Compliance Date, (iv) be in full compliance with Section 5.1(b) of the Credit Agreement and, solely with respect to the financial statements referred to in Section 5.1(b) of the Credit Agreement, Section 5.2(b) of the Credit Agreement (except for the delay in delivery as permitted hereby) and all other terms of the Credit Agreement and the other Credit Documents by the Required Unaudited Annual Statement Compliance Date, (v) upon delivery of the financial statements and related certificates as set forth above, in each case demonstrate that the Borrower was in compliance with the terms of the Credit Agreement as December 31, 2014, (vi) deliver the financial statements described by Section 5.1(c) of the Credit Agreement and the certificates required by Section 5.2(b) of the Credit Agreement for each of the fiscal quarters ended June 30, 2014 and September 30, 2014 on or prior to the earlier to occur of (A) January 15March 31, 2015 and (B) one ten Business Day Days after any public release or filing of financial statements for such fiscal quarter (with respect to each such fiscal quarter, the “Required Quarterly Statement Compliance Date” and together with the Required Annual Statement Compliance Date and the Required Unaudited Annual Statement Compliance Date, each a “Required Compliance Date”), (ii) be in full compliance with Section 5.1(c) of the Credit Agreement and Section 5.2(b) of the Credit Agreement (except for the delay in delivery as permitted hereby) and all other terms of the Credit Agreement and the other Credit Documents by the Required Compliance Date for each such fiscal quarter, and (iii) upon delivery of the financial statements and related certificates as set forth above, in each case demonstrate that the Borrower was in compliance with the terms of the Credit Agreement as of the applicable fiscal quarter end (i.e., June 30, 2014 and September 30, 2014). For the avoidance of doubt (1) and notwithstanding anything in the Credit Agreement to the contrary, on each Required Compliance Date the Borrower must show that it was at all times during the term of this Agreement in compliance with the terms of the Credit Agreement (except for the delay in delivery as permitted hereby), including without limitation, the financial covenants set forth in Section 5.9 of the Credit Agreement as of the respective quarter end of June 30, 2014 or September 30, 2014, as applicable, (2) the Borrower agrees that on and after the occurrence of the Required Compliance Date for each of the fiscal quarters ended June 30, 2014 and September 30, 2014, the Borrower must be in full compliance with all terms of the Credit Agreement, including, without limitation, Section 5.1(c) of the Credit Agreement and Section 5.2(b) of the Credit Agreement, and (3) notwithstanding any provision of the Credit Agreement or any other Credit Document to the contrary, the failure of the Borrower to deliver the financial statements for the fiscal quarters ended June 30, 2014 and September 30, 2014 (in full compliance with Section 5.1(c) of the Credit Agreement except for the delay) and the related certificate of Responsible Officer under Section 5.2(b) of the Credit Agreement (in full compliance with Section 5.2(b) of the Credit Agreement except for the delay) on or prior to its respective Required Compliance Date will constitute an immediate Event of Default under the Credit Agreement (without any grace period, cure period or notice of any kind).

Delivery of Financial Statements and Responsible Officer Certificate. The Borrower shall (i) deliver the financial statements described by Section 5.1(c) of the Credit Agreement and the certificates required by Section 5.2(b) of the Credit Agreement for each of the fiscal quarters ended June 30, 2014 and September 30, 2014 on or prior to the earlier to occur of (A) January 15February 28, 2015 and (B) one Business Day after any public release or filing of financial statements for such fiscal quarter (with respect to each such fiscal quarter, the “Required Compliance Date”), (ii) be in full compliance with Section 5.1(c) of the Credit Agreement and Section 5.2(b) of the Credit Agreement (except for the delay in delivery as permitted hereby) and all other terms of the Credit Agreement and the other Credit Documents by the Required Compliance Date for each such fiscal quarter, and (iii) upon delivery of the financial statements and related certificates as set forth above, in each case demonstrate that the Borrower was in compliance with the terms of the Credit Agreement as of the applicable fiscal quarter end (i.e., June 30, 2014 and September 30, 2014). For the avoidance of doubt (1) and notwithstanding anything in the Credit Agreement to the contrary, on each Required Compliance Date the Borrower must show that it was at all times during the term of this Agreement in compliance with the terms of the Credit Agreement (except for the delay in delivery as permitted hereby), including without limitation, the financial covenants set forth in Section 5.9 of the Credit Agreement as of the respective quarter end of June 30, 2014 or September 30, 2014, as applicable, (2) the Borrower agrees that on and after the occurrence of the Required Compliance Date for each of the fiscal quarters ended June 30, 2014 and September 30, 2014, the Borrower must be in full compliance with all terms of the Credit Agreement, including, without limitation, Section 5.1(c) of the Credit Agreement and Section 5.2(b) of the Credit Agreement, and (3) notwithstanding any provision of the Credit Agreement or any other Credit Document to the contrary, the failure of the Borrower to deliver the financial statements for the fiscal quarters ended June 30, 2014 and September 30, 2014 (in full compliance with Section 5.1(c) of the Credit Agreement except for the delay) and the related certificate of Responsible Officer under Section 5.2(b) of the Credit Agreement (in full compliance with Section 5.2(b) of the Credit Agreement except for the delay) on or prior to its respective Required Compliance Date will constitute an immediate Event of Default under the Credit Agreement (without any grace period, cure period or notice of any kind).

Delivery of Financial Statements and Responsible Officer Certificate. The Borrower shall (i) deliver the financial statements described by Section 5.1(c) of the Credit Agreement and the certificates required by Section 5.2(b) of the Credit Agreement for each of the fiscal quarters ended June 30, 2014 2013 and September 30, 2014 2013 on or prior to the earlier to occur of (A) January 15March 31, 2015 2014 and (B) one Business Day after any public release or filing of financial statements information for such fiscal quarter (with respect to each such fiscal quarter, the “Required Compliance Date”), (ii) be in full compliance with Section 5.1(c) of the Credit Agreement and Section 5.2(b) of the Credit Agreement (except for the delay in delivery as permitted hereby) and all other terms of the Credit Agreement and the other Credit Documents by the Required Compliance Date for each such fiscal quarter, and (iii) upon delivery of the financial statements and related certificates as set forth above, in each case demonstrate that the Borrower was in compliance with the terms of the Credit Agreement as of the applicable fiscal quarter end (i.e., June 30, 2014 and September 30, 2014giving effect to the waiver in Section 2(c) above). For the avoidance of doubt (1) and notwithstanding anything in the Credit Agreement to the contrary, on each Required Compliance Date the Borrower must show that it was at all times during the term of this Agreement in compliance with the terms of the Credit Agreement (except for the delay in delivery as permitted hereby), including without limitation, the financial covenants set forth in Section 5.9 of the Credit Agreement as of the respective quarter end of June 30, 2014 2013 or September 30, 20142013, as applicableapplicable (giving effect to the waiver in Section 2(c) above), (2) the Borrower agrees that on and after the occurrence of the Required Compliance Date for each of the fiscal quarters ended June 30, 2014 2013 and September 30, 20142013, the Borrower must be in full compliance with all terms of the Credit Agreement, including, without limitation, Section 5.1(c) of the Credit Agreement and Section 5.2(b) of the Credit Agreement, and (3) and notwithstanding any provision of the Credit Agreement or any other Credit Document to the contrary, the failure of the Borrower to deliver the financial statements for the fiscal quarters ended June 30, 2014 2013 and September 30, 2014 2013 (in full compliance with Section 5.1(c) of the Credit Agreement except for the delay) and the related certificate of Responsible Officer under Section 5.2(b) of the Credit Agreement (in full compliance with Section 5.2(b) of the Credit Agreement except for the delay) on or prior to its respective Required Compliance Date will constitute an immediate Event of Default under the Credit Agreement (without any grace period, cure period or notice of any kind).

Delivery of Financial Statements and Responsible Officer Certificate. The Borrower shall (i) deliver the financial statements described by Section 5.1(c) of the Credit Agreement and the certificates required by Section 5.2(b) of the Credit Agreement for each of the fiscal quarters quarter ended June 30, 2014 and September 30, 2014 on or prior to the earlier to occur of (A) January 15September 30, 2015 2014 and (B) one Business Day after any public release or filing of financial statements for such fiscal quarter (with respect to each such fiscal quarter, the “Required Compliance Date”), (ii) be in full compliance with Section 5.1(c) of the Credit Agreement and Section 5.2(b) of the Credit Agreement (except for the delay in delivery as permitted hereby) and all other terms of the Credit Agreement and the other Credit Documents by the Required Compliance Date for each such fiscal quarterDate, and (iii) upon delivery of the financial statements and related certificates as set forth above, in each case demonstrate that the Borrower was in compliance with the terms of the Credit Agreement as of the applicable fiscal quarter end (i.e., June 30, 2014 and September 30, 2014). For the avoidance of doubt (1) and notwithstanding anything in the Credit Agreement to the contrary, on each the Required Compliance Date the Borrower must show that it was at all times during the term of this Agreement in compliance with the terms of the Credit Agreement (except for the delay in delivery as permitted hereby), including without limitation, the financial covenants set forth in Section 5.9 of the Credit Agreement as of the respective quarter end of June 30, 2014 or September 30, 2014, as applicable, (2) the Borrower agrees that on and after the occurrence of the Required Compliance Date for each of the fiscal quarters ended June 30, 2014 and September 30, 2014Date, the Borrower must be in full compliance with all terms of the Credit Agreement, including, without limitation, Section 5.1(c) of the Credit Agreement and Section 5.2(b) of the Credit Agreement, and (3) notwithstanding any provision of the Credit Agreement or any other Credit Document to the contrary, the failure of the Borrower to deliver the financial statements for the fiscal quarters quarter ended June 30, 2014 and September 30, 2014 (in full compliance with Section 5.1(c) of the Credit Agreement except for the delay) and the related certificate of Responsible Officer under Section 5.2(b) of the Credit Agreement (in full compliance with Section 5.2(b) of the Credit Agreement except for the delay) on or prior to its respective the Required Compliance Date will constitute an immediate Event of Default under the Credit Agreement (without any grace period, cure period or notice of any kind).