Common use of Financial Condition Certificate Clause in Contracts

Financial Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Date, substantially in the form of Exhibit 4.1(n) stating that (i) to the actual knowledge of the Responsible Officers of the Borrower, there does not exist any pending or ongoing, action, suit, investigation, litigation or proceeding in any court or before any other Governmental Authority (A) affecting this Agreement or the other Credit Documents, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Date or (B) that purports to affect any Credit Party or any of its Subsidiaries, or any transaction contemplated by the Credit Documents, which action, suit, investigation, litigation or proceeding could reasonably be expected to have a Material Adverse Effect, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Date, (ii) immediately after giving effect to this Agreement, the other Credit Documents, and all the Transactions contemplated to occur on such date, (A) no Default or Event of Default exists, (B) all representations and warranties contained herein and in the other Credit Documents (1) with respect to representations and warranties that contain a materiality qualification, are true and correct and (2) with respect to representations and warranties that do not contain a materiality qualification, are true and correct in all material respects and (C) the Credit Parties are in pro forma compliance with each of the initial financial covenants set forth in Section 5.9 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) as of the last day of the quarter ending at least twenty (20) days preceding the Closing Date and (iii) each of the other conditions precedent in Section 4.1 have been satisfied, except to the extent the satisfaction of any such condition is subject to the reasonable judgment of the Administrative Agent or any Lender.

Financial Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible an Authorized Officer of the Borrower BorrowerBorrowers as of the Closing Date, substantially in the form of Exhibit 4.1(n4.1(o) stating that (i) to the actual knowledge of the Responsible Officers of the BorrowerCredit Parties’ knowledge, there does not exist any pending or ongoing, action, suit, investigation, litigation or proceeding in any court or before any other Governmental Authority (A) affecting this Agreement or the other Credit Documents, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Date or (B) that purports to affect any Credit Party or any of its Subsidiaries, or any transaction contemplated by the Credit DocumentsTransaction, which action, suit, investigation, litigation or proceeding could reasonably be expected to have a Material Adverse Effect, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Date, (ii) immediately after giving effect to this Agreement, the other Credit Documents, and all the Transactions contemplated to occur on such date, (A) no Default or Event of Default exists, (B) all representations and warranties contained herein and in the other Credit Documents (1) with respect to representations and warranties that contain a materiality qualification, are be true and correct and (2) with respect to representations and warranties that do not contain a materiality qualification, are be true and correct in all material respects respects, and (C) the Credit Parties are in pro forma compliance with each of the initial financial covenants set forth in Section 5.9 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) as of the last day of the quarter ending at least twenty (20) days preceding the Closing Date and (iii) each of the other conditions precedent in Section 4.1 have been satisfiedsatisfied or waived, except to the extent the satisfaction of any such condition is subject to the reasonable judgment or discretion of the Administrative Agent or any Lender.

Financial Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Fourth Amendment Effective Date, substantially in the form of Exhibit 4.1(n4.1(o) to the Credit Agreement stating that (i) to the actual knowledge of the Responsible Officers of the Borrower, there does not exist any pending or ongoing, action, suit, investigation, litigation or proceeding in any court or before any other Governmental Authority (A) affecting this Agreement Amendment or the other Credit Documents, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Fourth Amendment Effective Date or (B) that purports to affect any Credit Party or any of its Subsidiaries, or any transaction contemplated by the Credit Documents, which action, suit, investigation, litigation or proceeding could reasonably be expected to have a Material Adverse Effect, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Date, Second Amendment Effective Date and (ii) immediately after giving effect to this AgreementAmendment, the other Credit Documents, and all the Transactions transactions contemplated to occur on such date, (A) no Default or Event of Default exists, (B) all representations and warranties contained herein and in the other Credit Documents (1) with respect to representations and warranties that contain a materiality qualification, are true and correct and (2) with respect to representations and warranties that do not contain a materiality qualification, are true and correct in all material respects (except for those which expressly relate to an earlier date), and (C) the Credit Parties are in pro forma compliance with each of the initial financial covenants set forth in Section 5.9 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) as of the last day of the quarter month ending at least twenty (20) days preceding the Closing Date and (iii) each of the other conditions precedent in Section 4.1 have been satisfied, except to the extent the satisfaction of any such condition is subject to the reasonable judgment of the Administrative Agent or any LenderFourth Amendment Effective Date.

Financial Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible an Authorized Officer of the Borrower as of the Closing Date, substantially in the form of Exhibit 4.1(n4.1(p) stating that (i) to the actual knowledge of the Responsible Officers of the Borrowerexcept as set forth on Schedule 3.6, there does not exist any pending or ongoing, action, suit, investigation, litigation or proceeding in any court or before any other Governmental Authority (A) affecting this Agreement or the other Credit Documents, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Date or (B) that purports to affect any Credit Party (or purports to affect the Parent or Holdings to the extent related to the business of any Credit Party) or any of its Subsidiaries, or any transaction contemplated by the Credit DocumentsTransaction, which action, suit, investigation, litigation or proceeding which, if adversely determined, could reasonably be expected to have a Material Adverse Effect, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Date, (ii) immediately after giving effect to this Agreement, the other Credit Documents, and all the Transactions contemplated to occur on such date, (A) no Default or Event of Default exists, (B) all representations and warranties contained herein and in the other Credit Documents (1) with respect to representations and warranties that contain a materiality qualification, are true and correct and (2) with respect to representations and warranties that do not contain a materiality qualification, are true and correct in all material respects and (C) the Credit Parties are in pro forma compliance with each of the initial financial covenants set forth in Section 5.9 4.1(n) (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) as of the last day of the quarter ending at least twenty (20) days preceding the Closing Date May 31, 2011, and (iii) each of the other conditions precedent in Section 4.1 have been satisfied, except to the extent the satisfaction of any such condition is subject to the reasonable judgment or discretion of the Administrative Agent or any Lender.

Financial Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing First Amendment Effective Date, substantially in the form of Exhibit 4.1(n4.1(o) to the Credit Agreement stating that (i) to the actual knowledge of the Responsible Officers of the Borrower, there does not exist any pending or ongoing, action, suit, investigation, litigation or proceeding in any court or before any other Governmental Authority (A) affecting this Agreement Amendment or the other Credit Documents, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing First Amendment Effective Date or (B) that purports to affect any Credit Party or any of its Subsidiaries, or any transaction contemplated by the Credit Documents, which action, suit, investigation, litigation or proceeding could reasonably be expected to have a Material Adverse Effect, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing First Amendment Effective Date, (ii) immediately after giving effect to this AgreementAmendment, the other Credit Documents, and all the Transactions contemplated to occur on such date, (A) no Default or Event of Default exists, (B) all representations and warranties contained herein and in the other Credit Documents (1) with respect to representations and warranties that contain a materiality qualification, are true and correct and (2) with respect to representations and warranties that do not contain a materiality qualificationcorrect, are true and correct in all material respects and (C) the Credit Parties are in pro forma compliance with each of the initial financial covenants set forth in Section 5.9 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) as of the last day of the quarter month ending at least twenty (20) days preceding the Closing First Amendment Effective Date and (D) the Consolidated Leverage Ratio shall be less than 4.25 to 1.0 (as evidenced through detailed calculations of such financial covenant on a schedule to such certificate), (iii) the conditions to Extensions of Credit in Section 4.2 of the Credit Agreement shall have been satisfied, (iv) each of the other conditions precedent in Section 4.1 Article II have been satisfied, except to the extent the satisfaction of any such condition is subject to the reasonable judgment or discretion of the Administrative Agent or any Lender.

Financial Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower Parent as of the Closing Date, substantially in the form of Exhibit 4.1(n4.1(p) stating that (i) to the actual knowledge of the Responsible Officers of the Borrower, there does not exist any pending or ongoing, action, suit, investigation, litigation or proceeding in any court or before any other Governmental Authority to which any Credit Party or any of their Subsidiaries is a party (A) affecting this Agreement or the other Credit Documents, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Date or (B) that purports to affect any Credit Party or any of its Subsidiaries, or any transaction contemplated by the Credit Documents, which action, suit, investigation, litigation or proceeding could reasonably be expected to have a Material Adverse Effect, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Date, (ii) immediately after giving effect to this Agreement, the other Credit Documents, and all the Transactions contemplated to occur on such date, (A) no Default or Event of Default exists, (B) all representations and warranties contained herein and in the other Credit Documents (1) with respect to representations and warranties that contain a materiality qualification, are true and correct and (2) with respect to representations and warranties that do not contain a materiality qualificationcorrect, are true and correct in all material respects and (C) the Credit Parties are in pro forma compliance with each of the initial financial covenants covenant set forth in Section 5.9 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) as of the last day of the quarter ending at least twenty and (20D) days preceding the Closing Date no violation has occurred pursuant to any Approved Mortgages or any other Indebtedness document to which any Acquired Company is party and (iii) each of the other conditions precedent in Section 4.1 have been satisfied, except to the extent the satisfaction of any such condition has been waived in writing by the Administrative Agent or is subject to the reasonable judgment or discretion of the Administrative Agent or any Lender.

Financial Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible an Authorized Officer of the Borrower Company as of the Closing Date, substantially in the form of Exhibit 4.1(n) Amendment Effective Date stating that (i) to the actual knowledge of the Responsible Officers of the Borrower, there does not exist any pending or ongoing, ongoing action, suit, investigation, litigation or proceeding in any court or before any other Governmental Authority (A) affecting this the Credit Agreement or the other Credit Documents, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Amendment Effective Date or (B) that purports to affect any Domestic Credit Party or any of its domestic Subsidiaries, or any transaction contemplated by the Credit DocumentsTransaction, which action, suit, investigation, litigation or proceeding could reasonably be expected to have a Material Adverse Effect, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Amendment Effective Date, (ii) immediately after giving effect to this Agreement, Amendment and the other Credit Documents, and all the Transactions transactions contemplated to occur on such datethe Amendment Effective Date, (A) no Default or Event of Default exists, (B) all representations and warranties contained herein herein, in the Credit Agreement and in the other Credit Documents (1) with respect to representations and warranties that contain a materiality qualification, are true and correct and (2) with respect to representations and warranties that do not contain a materiality qualification, are true and correct in (i) all material respects with respect to those representations and warranties that are not qualified by materiality and (ii) all respects with respect to all other representations and warranties, in each case as of the date hereof (except for those which expressly relate to an earlier date), and (C) the Credit Parties are in Consolidated EBITDA of the Company and its Subsidiaries, on a pro forma compliance with each of basis after giving effect to the initial financial covenants set forth in Section 5.9 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) transactions contemplated hereby, for the twelve months ended as of the last day of the quarter ending at least twenty (20) days preceding the Closing Date and (iii) each of the other conditions precedent in Section 4.1 have been satisfied, except most recent month end prior to the extent the satisfaction of any such condition Amendment Effective Date for which financial statements are available is subject to the reasonable judgment of the Administrative Agent or any Lendernot less than $61 million.

Financial Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Second Amendment Effective Date, substantially in the form of Exhibit 4.1(n4.1(o) to the Credit Agreement stating that (i) to the actual knowledge of the Responsible Officers of the Borrower, there does not exist any pending or ongoing, action, suit, investigation, litigation or proceeding in any court or before any other Governmental Authority (A) affecting this Agreement Amendment or the other Credit Documents, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Second Amendment Effective Date or (B) that purports to affect any Credit Party or any of its Subsidiaries, or any transaction contemplated by the Credit Documents, which action, suit, investigation, litigation or proceeding could reasonably be expected to have a Material Adverse Effect, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Second Amendment Effective Date, (ii) immediately after giving effect to this AgreementAmendment, the other Credit Documents, and all the Transactions contemplated to occur on such date, (A) no Default or Event of Default exists, (B) all representations and warranties contained herein and in the other Credit Documents (1) with respect to representations and warranties that contain a materiality qualification, are true and correct and (2) with respect to representations and warranties that do not contain a materiality qualificationcorrect, are true and correct in all material respects and (C) the Credit Parties are in pro forma compliance with each of the initial financial covenants set forth in Section 5.9 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) as of the last day of the quarter month ending at least twenty (20) days preceding the Closing Second Amendment Effective Date and (D) the Consolidated Leverage Ratio shall be less than 4.25 to 1.0 (as evidenced through detailed calculations of such financial covenant on a schedule to such certificate), (iii) the conditions to Extensions of Credit in Section 4.2 of the Credit Agreement shall have been satisfied, (iv) each of the other conditions precedent in Section 4.1 Article II have been satisfied, except to the extent the satisfaction of any such condition is subject to the reasonable judgment or discretion of the Administrative Agent or any Lender.

Financial Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible an Authorized Officer of the Borrower as of the Closing Date, substantially in the form of Exhibit 4.1(n4.1(m) stating that (i) to the actual knowledge of the Responsible Officers of the Borrowerexcept as set forth on Schedule 3.6, there does not exist any pending or ongoing, action, suit, investigation, litigation or proceeding in any court or before any other Governmental Authority (A) affecting this Agreement or the other Credit Documents, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Date or Date, (B) that purports to affect any Credit Party or any of its Subsidiaries, or any transaction contemplated by the Credit DocumentsTransaction, which action, suit, investigation, litigation or proceeding which, if adversely determined, could reasonably be expected to have a Material Adverse Effect, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing DateDate or (C) has not been disclosed in a report to the U.S. Securities and Exchange Commission, (ii) immediately after giving effect to this Agreement, the other Credit Documents, and all the Transactions contemplated to occur on such date, (A) no Default or Event of Default exists, (B) all representations and warranties contained herein and in the other Credit Documents (1) with respect to representations and warranties that contain a materiality qualification, are true and correct and (2) with respect to representations and warranties that do not contain a materiality qualification, are true and correct in all material respects and (C) the Credit Parties are in pro forma compliance with each of the initial financial covenants set forth in Section 5.9 4.1(m) (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) as of the last day of the quarter ending at least twenty (20) days preceding the Closing Date April 1, 2012, and (iii) each of the other conditions precedent in Section 4.1 have been satisfied, except to the extent the satisfaction of any such condition is subject to the reasonable judgment or discretion of the Administrative Agent or any Lender.

Financial Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing ClosingAmendment No. 4 Effective Date, substantially in the form of Exhibit 4.1(n) stating that (i) to the actual knowledge of the Responsible Officers of the Borrower, there does not exist any pending or ongoing, action, suit, investigation, litigation or proceeding in any court or before any other Governmental Authority (A) affecting this Agreement or the other Credit Documents, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing ClosingAmendment No. 4 Effective Date or (B) that purports to affect any Credit Party or any of its Subsidiaries, or any transaction contemplated by the Credit Documents, which action, suit, investigation, litigation or proceeding could reasonably be expected to have a Material Adverse Effect, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing ClosingAmendment No. 4 Effective Date, (ii) immediately after giving effect to this Agreement, the other Credit Documents, and all the Transactions contemplated to occur on such date, (A) no Default or Event of Default exists, (B) all representations and warranties contained herein and in the other Credit Documents (1) with respect to representations and warranties that contain a materiality qualification, are true and correct and (2) with respect to representations and warranties that do not contain a materiality qualification, are true and correct in all material respects and (C) the Credit Parties are in pro forma compliance with each of the initial financial covenants set forth in Section 5.9 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) as of the last day of the quarter ending at least twenty (20) days preceding the Closing ClosingAmendment No. 4 Effective Date and (iii) each of the other conditions precedent in Section 4.1 have been satisfied, except to the extent the satisfaction of any such condition is subject to the reasonable judgment of the Administrative Agent or any Lender.