Common use of No Default/Compliance Certificate Clause in Contracts

No Default/Compliance Certificate. Together with the financial statements required pursuant to subsections (a) and (b) above, a certificate of the Company, signed by a Responsible Officer (i) stating that a review of such financial statements during the period covered thereby and of the activities of the Company and its Subsidiaries has been made under such Responsible Officer's supervision with a view to determining whether the Company and its Subsidiaries have fulfilled all of their obligations under this Agreement, the other Financing Documents, and the Notes; (ii) stating that the Company and its Subsidiaries have fulfilled their obligations under such instruments and that all representations made in this Agreement continue to be true and correct (or specifying the nature of any change), or if there shall be a Default or Event of Default, specifying the nature and status thereof and the Company's proposed response thereto; (iii) demonstrating in reasonable detail compliance (including, but not limited to, showing all material calculations) as at the end of such Fiscal Year or such Fiscal Quarter with Subsections 5.03(a), 5.03(b), 5.03(c), and 5.03(d); (iv) demonstrating in reasonable detail compliance (including, but not limited to, showing all material calculations) as at the end of the Fiscal Year with Sections 5.04(o) and 5.04(e)(x), describing by category (utilizing the same categories as are used by the Company in its internal financial reports) any Permitted Acquisitions and any Capital Expenditures made by the Company or any Subsidiary as of the end of such Fiscal Year and attaching thereto a Notice of Designation of Retained Cash Flow Usage dated as of the end of the preceding Fiscal Quarter; and (v) containing or accompanied by such financial or other details, information and material as the Administrative Agent may reasonably request to evidence such compliance.

No Default/Compliance Certificate. Together with the financial statements required pursuant to subsections (aSection 6.10(a) and (bor Section 6.10(b) above, a certificate of each of Borrower and Parent, which shall be in substantially the Companyform of Exhibit H hereto, signed by a Responsible Officer (i1) stating that a review of such financial statements during the period covered thereby and of the activities of the Company each of Parent and its consolidated Subsidiaries has been made under such Responsible Officer's ’s supervision with a view to determining whether the Company and its Subsidiaries Credit Parties have fulfilled all of their obligations (as applicable) under this Agreement, the other Financing Documents, and the Revolving Credit Notes; (ii2) stating that the Company and each Obligated Party has fulfilled its Subsidiaries have fulfilled their obligations under such instruments and that all representations Bring-Down Representations and Warranties (subject to Section 3.2(a)) made in this Agreement continue to be true and correct (or specifying the nature of any change), or if there shall be a Default or Event of Default, specifying the nature and status thereof and the Company's Credit Parties’ proposed response thereto; (iii3) demonstrating in reasonable detail compliance (including, but not limited to, showing all material calculations) as at the end of such Fiscal Year or such Fiscal Quarter with Subsections 5.03(a), 5.03(b), 5.03(c), month and 5.03(d); (iv) demonstrating in reasonable detail compliance (including, but not limited to, showing all material calculations) as at the end of the Fiscal Year with Sections 5.04(o) and 5.04(e)(x), describing by category (utilizing the same categories as are used by the Company in its internal financial reports) any Permitted Acquisitions and any Capital Expenditures made by the Company or any Subsidiary as of the end of such Fiscal Year with Section 7.1, Section 7.2(c), Section 7.2(f), Section 7.5, Section 7.6(g), and attaching thereto Section 7.15 (such report shall include a Notice calculation of Designation of Retained Cash Flow Usage dated as of the end of the preceding Fiscal QuarterParent’s Fixed Charge Coverage Ratio whether or not Parent is then required to comply with Section 7.1); and (v4) containing or accompanied by such financial or other details, information and material as the Administrative Agent may reasonably request to evidence such compliance; (5) an accurate list of each Material Contract entered into by any Credit Party since the date of the preceding compliance certificate delivered pursuant to the terms of this Section 6.10(c); and (6) stating that each accounts receivable aging and reconciliation and accounts payable aging are accurate and complete.

No Default/Compliance Certificate. Together with the financial statements required pursuant to subsections (aSection 6.10(a) and (bSection 6.10(b) above, a certificate of the Company, which shall be substantially in the form of Exhibit J hereto and signed by a Responsible Officer Officer: (i1) stating that a review of such financial statements during the period covered thereby and of the activities of the Company and its Subsidiaries has been made under such Responsible Officer's supervision with a view to determining whether the Company and its Subsidiaries have fulfilled in all material respects all of their obligations under this Agreement, the other Financing Documents, and the Notes; (ii2) stating that no Default exists and that the Company and its Subsidiaries have fulfilled in all respects their obligations under such instruments and that all representations made in this Agreement continue to be true and correct (or specifying the nature of any change)instruments, or if there shall be a Default or Event of Default, specifying the nature and status thereof and the Company's proposed response thereto; (iii3) demonstrating in reasonable detail compliance (including, but not limited to, showing all material calculations) as at the end of such Fiscal Year or such Fiscal Quarter month with Subsections 5.03(a)Section 6.12, 5.03(b), 5.03(c), Section 7.2(g) and 5.03(d7.3(f); (iv) demonstrating in reasonable detail compliance (including, but not limited to, showing all material calculations) as at the end of the Fiscal Year with Sections 5.04(o) and 5.04(e)(x), describing by category (utilizing the same categories as are used by the Company in its internal financial reports) any Permitted Acquisitions and any Capital Expenditures made by the Company or any Subsidiary as of the end of such Fiscal Year and attaching thereto a Notice of Designation of Retained Cash Flow Usage dated as of the end of the preceding Fiscal Quarter; and (v4) containing or accompanied by such financial or other details, information and material as the Administrative Agent may reasonably request to evidence such compliance; (5) certifying that the Company and its Subsidiaries have complied with the minimum funding requirements with respect to each Plan maintained by the Company and/or its Subsidiaries, or to which the Company or any of its Subsidiaries is a member, and that the Company and its Subsidiaries have complied in all respects with Section 7.9 of this Agreement; and (6) stating that no event has occurred or condition exists that has had or reasonably could be expected to have a Material Adverse Effect. At the same time, the Company shall deliver (I) a Perfection Certificate Update prepared as of the close of business on the last Business Day of the preceding calendar month, (II) an accounts receivable aging, payables aging and inventory aging prepared as of the close of business on the last Business Day of the preceding calendar month, a monthly accounts receivable aging and reconciliation, an accounts payable reconciliation, and sales reports and inventory designations, in each case satisfactory to the Administrative Agent, and such other information related thereto requested by the Administrative Agent, (III) a certificate of the Company signed by a Responsible Officer stating that the Credit Parties have been in compliance with Section 7.2(h) and Section 7.2(i) at all times during the preceding calendar month and setting out the US Operating Borrower Net Advance Amount for each Credit Party and the aggregate US Operating Borrower Net Advance Amount for all Credit Parties, in each case as of the last day of the preceding calendar month, and (IV) a summary of all Swap Agreements to which any Borrower is subject as of the last Business Day of the preceding calendar month, in form, substance and detail acceptable to the Administrative Agent.

No Default/Compliance Certificate. Together with the financial statements required pursuant to subsections (aSection 6.10(a), Section 6.10(b) and (bSection 6.10(c) above, a certificate of the CompanyBorrower Agent, which shall be substantially in the form of Exhibit G hereto and signed by a Responsible Officer Officer: (i1) stating that a review of such financial statements during the period covered thereby and of the activities of the Company and its Subsidiaries has been made under such Responsible Officer's ’s supervision with a view to determining whether the Company and its Subsidiaries have fulfilled in all material respects all of their obligations under this Agreement, and the other Financing Documents, and the Notes; (ii2) stating that no Default exists and that the Company and its Subsidiaries have fulfilled in all respects their obligations under such instruments and that all representations made in this Agreement continue to be true and correct (or specifying the nature of any change)instruments, or if there shall be a Default or Event of Default, specifying the nature and status thereof and the Company's ’s proposed response thereto; (iii3) demonstrating in reasonable detail compliance (including, but not limited to, showing all material calculations) as at the end of such Fiscal Year or such Fiscal Quarter quarter with Subsections 5.03(a)Section 6.12 (provided, 5.03(b)that, 5.03(c), and 5.03(dsuch calculations shall not be required more frequently than quarterly unless a Trigger Date has occurred); (iv) demonstrating in reasonable detail compliance (including, but not limited to, showing all material calculations) as at the end of the Fiscal Year with Sections 5.04(o) and 5.04(e)(x), describing by category (utilizing the same categories as are used by the Company in its internal financial reports) any Permitted Acquisitions and any Capital Expenditures made by the Company or any Subsidiary as of the end of such Fiscal Year and attaching thereto a Notice of Designation of Retained Cash Flow Usage dated as of the end of the preceding Fiscal Quarter; and (v4) containing or accompanied by such financial or other details, information and material as the Administrative Agent may reasonably request to evidence such compliance; and (5) certifying that the Company and its Subsidiaries have complied with the minimum funding requirements with respect to each Plan maintained by the Company and/or its Subsidiaries, or to which the Company or any of its Subsidiaries is a member, and that the Company and its Subsidiaries have complied in all respects with Section 7.9 of this Agreement. At the same time, the Borrower Agent shall deliver both an accounts receivable aging and an accounts payables aging prepared as of the close of business on the last Business Day of the preceding calendar month in each case satisfactory to the Collateral Agents, and such other information related thereto requested by the Collateral Agents.

No Default/Compliance Certificate. Together with the financial statements required pursuant to subsections (aSection 6.10(a) and (bSection 6.10(b) above, a certificate of the Company, which shall be substantially in the form of Exhibit G hereto and signed by a Responsible Officer Officer: (i1) stating that a review of such financial statements during the period covered thereby and of the activities of the Company and its Subsidiaries has been made under such Responsible Officer's supervision with a view to determining whether the Company and its Subsidiaries have fulfilled in all material respects all of their obligations under this Agreement, the other Financing Documents, and the Notes; (ii2) stating that no Default exists and that the Company and its Subsidiaries have fulfilled in all respects their obligations under such instruments and that all representations made in this Agreement continue to be true and correct (or specifying the nature of any change)-110- instruments, or if there shall be a Default or Event of Default, specifying the nature and status thereof and the Company's proposed response thereto; (iii3) demonstrating in reasonable detail compliance (including, but not limited to, showing all material calculations) as at the end of such Fiscal Year or such Fiscal Quarter month with Subsections 5.03(a)Section 6.12, 5.03(b), 5.03(c), Section 7.2(g) and 5.03(d7.3(f); (iv) demonstrating in reasonable detail compliance (including, but not limited to, showing all material calculations) as at the end of the Fiscal Year with Sections 5.04(o) and 5.04(e)(x), describing by category (utilizing the same categories as are used by the Company in its internal financial reports) any Permitted Acquisitions and any Capital Expenditures made by the Company or any Subsidiary as of the end of such Fiscal Year and attaching thereto a Notice of Designation of Retained Cash Flow Usage dated as of the end of the preceding Fiscal Quarter; and (v4) containing or accompanied by such financial or other details, information and material as the Administrative Agent may reasonably request to evidence such compliance; (5) certifying that the Company and its Subsidiaries have complied with the minimum funding requirements with respect to each Plan maintained by the Company and/or its Subsidiaries, or to which the Company or any of its Subsidiaries is a member, and that the Company and its Subsidiaries have complied in all respects with Section 7.9 of this Agreement; and (6) stating that no event has occurred or condition exists that has had or reasonably could be expected to have a Material Adverse Effect. At the same time, the Company shall deliver (I) an accounts receivable aging, payables aging and inventory aging prepared as of the close of business on the last Business Day of the preceding calendar month, a monthly accounts receivable aging and reconciliation, an accounts payable reconciliation, and sales reports and inventory designations, in each case satisfactory to the Administrative Agent, and such other information related thereto requested by the Administrative Agent, (II) a certificate of the Company signed by a Responsible Officer stating that the Credit Parties have been in compliance with Section 7.2(h) and Section 7.2(i) at all times during the preceding calendar month and setting out the US Operating Borrower Net Advance Amount for each Credit Party and the aggregate US Operating Borrower Net Advance Amount for all Credit Parties, in each case as of the last day of the preceding calendar month, and (III) a summary of all Swap Agreements to which any Borrower is subject as of the last Business Day of the preceding calendar month, in form, substance and detail acceptable to the Administrative Agent. To the extent that any changes would be required to be made to any Perfection Certificate (as updated pursuant to any prior Perfection Certificate Update) to cause the applicable Perfection Certificate to be accurate and complete if reissued as of the last day of any Fiscal Quarter, the applicable Credit Party shall deliver to the Administrative Agent, together with each certificate of a Responsible Officer required to be delivered under this Section 6.10(d) with respect to the Fiscal Quarter then ended, a Perfection Certificate Update for the applicable Credit Party prepared as of the close of business on the last day of such Fiscal Quarter.