Common use of Officers' and Compliance Certificates Clause in Contracts

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee and its Subsidiaries pursuant to subdivisions (2) and (3) above after the Initial Borrowing Date, (a) an Officers' Certificate of Lessee stating that the signers have reviewed the terms of this Lease and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a Default or Lease Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee Borrower and its Subsidiaries pursuant to subdivisions (2i), (ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Borrower stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Borrower and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Borrower has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee Company and its Subsidiaries pursuant to subdivisions (2ii) and (3iii) above after the Initial Borrowing Fourth Restatement Date, (a) an Officers' Certificate of Lessee Company stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 76;

Officers' and Compliance Certificates. together with each delivery of financial statements of the Lessee and its Subsidiaries pursuant to subdivisions (21) and (32) above after the Initial Borrowing Date, (a) an Officers' Certificate of the Lessee stating that the signers have reviewed the terms of this Lease and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of the Lessee and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a Default or Lease Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Lessee has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of Lessee Holdings and its Subsidiaries pursuant to subdivisions (2ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Holdings stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Holdings and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Holdings has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods (except in respect of monthly financial statements) with the restrictions contained in Section 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period;

Officers' and Compliance Certificates. together with each delivery of consolidated financial statements of Lessee Company and its Subsidiaries pursuant to subdivisions (2i) and (3ii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Company and each Borrower stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Company or any Borrower has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7subsections 6.1, 6.2, 6.3, 6.4, 6.6 and 6.7;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee Company and its Subsidiaries pursuant to subdivisions (2ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Officer's Certificate of Lessee Company stating that the signers have signer has reviewed the terms of this Lease Agreement and have has made, or caused to be made under their such signer's supervision, a review in reasonable detail of the transactions and condition of Lessee Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do signer does not have knowledge of the existence as at the date of such Officers' Officer's Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period;

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of Lessee Company and its Subsidiaries pursuant to subdivisions (2ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Company stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Borrower has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 77 and calculating the Consolidated Leverage Ratio as of the last day such immediately preceding Fiscal Quarter for purposes of determining the Applicable Base Rate Margin and the Applicable Eurodollar Rate Margin;

Officers' and Compliance Certificates. (a) together with each ------------------------------------- delivery of financial statements of Lessee Company and its Subsidiaries pursuant to subdivisions (2ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Company stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Company has taken, is taking and proposes to take with respect thereto; and (b) together with each delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 77 and the provisions of 2.4B(iii);

Officers' and Compliance Certificates. (a) together with each delivery of financial statements of Lessee each Borrower and its Subsidiaries pursuant to subdivisions (2i), (ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Company stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee each Borrower and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee has Borrowers have taken, is are taking and proposes propose to take with respect thereto; and (b) together with each delivery of financial statements pursuant to subdivision (ii) and (iii) above, a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee LVSI and its Subsidiaries pursuant to subdivisions clauses (2ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee LVSI stating that the signers signers, on behalf of LVSI, have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee LVSI and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee has the Borrowers have taken, is are taking and proposes propose to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of Lessee Company and its Subsidiaries pursuant to subdivisions (2i) and (3ii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Company stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee the Borrower and its Subsidiaries pursuant to subdivisions (2ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Officer's Certificate of Lessee the Borrower stating that the signers have reviewed the terms of this Lease Agreement and the Notes and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee the Borrower and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that which constitutes a an Event of Default or Lease Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee the Borrower has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate certificate (a "COMPLIANCE CERTIFICATE") in a form satisfactory to the Agent demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in provisions of subsection 2.6 and Section 76;

Officers' and Compliance Certificates. together with each delivery of the consolidated financial statements of Lessee Company and its Subsidiaries pursuant to subdivisions (2i) and (3ii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Company stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee the Borrower and its Subsidiaries pursuant to subdivisions (2ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Officer's Certificate of Lessee the Borrower stating that the signers have reviewed the terms of this Lease Agreement and the Notes and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee the Borrower and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that which constitutes a an Event of Default or Lease Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee the Borrower has taken, is taking and proposes to take with respect thereto; and (b) a certificate (a "Compliance Certificate Certificate") in a form satisfactory to the Agent demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in provisions of subsection 2.6 and Section 76;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee Company and its Subsidiaries pursuant to subdivisions (2iii), (iv) and (3v) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Company stating that the signers have reviewed the terms of this Lease Amended Loan Agreement and have made, or caused to be made under their supervisionsuper- vision, a review in reasonable detail of the transactions and condition of Lessee Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee Borrower and its Subsidiaries pursuant to subdivisions (2i) and (3ii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Borrower stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Borrower and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Borrower has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee Holdings and its Subsidiaries pursuant to subdivisions (2i), (ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' ’ Certificate of Lessee Holdings stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Holdings and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' ’ Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Holdings has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period;

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of Lessee Holdings and its Subsidiaries pursuant to subdivisions (2i), (ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Holdings stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervisionsuper vision, a review in reasonable detail of the transactions and condition of Lessee Holdings and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Holdings has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee Holdings and its Subsidiaries pursuant to subdivisions (2ii) and (3iii) above after the Initial Borrowing Fifth Restatement Effective Date, (a) an Officers' Certificate of Lessee Holdings stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Holdings and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Holdings has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 76;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee the Company and its Subsidiaries pursuant to subdivisions (2i) and (3ii) above after the Initial Borrowing Dateabove, (a) an Officers' Officer's Certificate of Lessee the Borrowers stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee the Borrowers and its their respective Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Officer's Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee has the Borrowers have taken, is are taking and proposes propose to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;

Officers' and Compliance Certificates. together Together with each delivery of the consolidated financial statements of Lessee Company and its Subsidiaries pursuant to subdivisions (2i) and or (3ii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Company stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and as at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;; 133

Officers' and Compliance Certificates. (a) together with each delivery of financial statements of Lessee BCC and its Subsidiaries pursuant to subdivisions (2i), (ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Company stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee BCC and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Company has taken, is taking and proposes to take with respect thereto; and (b) together with each delivery of financial statements of BCC and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 76;

Officers' and Compliance Certificates. together Together with each delivery of financial statements of Lessee the Borrower and its Subsidiaries pursuant to subdivisions subsections (2a) and (3b) above after the Initial Borrowing Dateabove, (a) an Officers' ’ Certificate of Lessee the Borrower (i) stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee the Borrower and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' ’ Certificate, of any condition or event that constitutes a Default or Lease an Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee the Borrower has taken, is taking and proposes to take with respect thereto; thereto and (bii) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions negative covenants contained in Section 7Article VI;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee Company and its Subsidiaries pursuant to subdivisions (2i), (ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Company stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee and its Subsidiaries pursuant to subdivisions (2) and (3) above after the Initial Borrowing Date, (a) an Officers' Certificate of Lessee stating that the signers have reviewed the terms of this Lease and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a Default or Lease Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;; (5)

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee Company and its Subsidiaries pursuant to subdivisions (2ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Company stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Company has taken, is taking and proposes to take with respect thereto; and (b) beginning with the earlier of (x) the Closing Date and (y) the fiscal period ending March 31, 1998, a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;

Officers' and Compliance Certificates. together (a) Together with each delivery of financial statements of Lessee Company and its Subsidiaries pursuant to subdivisions (2i), (ii) and (3iii) above after the Initial Borrowing Dateabove, (a) a certificate, executed by an Officers' Certificate officer of Lessee Company, stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificatecertificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Company has taken, is taking and proposes to take with respect thereto; and (b) together with each delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (iv) or (v) above, a Compliance Certificate certificate, executed by an officer of the Company demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7subsection 6.6 if applicable for any such period;

Officers' and Compliance Certificates. together Together with each delivery of financial statements of Lessee FTC and its Subsidiaries pursuant to subdivisions (2i), (ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Officer's Certificate of Lessee FTC stating that the signers have signer has reviewed the terms of this Lease Agreement and have has made, or caused to be made under their such officer's supervision, a review in reasonable detail of the transactions and condition of Lessee FTC and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do signer does not have knowledge of the existence as at the date of such Officers' Officer's Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee has Borrowers have taken, is are taking and proposes propose to take with respect thereto; thereto and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the for such applicable quarterly and annual accounting periods with the restrictions contained in Section 7;.

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee Parent and its Subsidiaries pursuant to subdivisions (2i), (ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Parent and Borrower stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Parent and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee each of Parent and Borrower has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating demonstrat ing in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee Company and its Subsidiaries pursuant to subdivisions (2ii) and (3iii) above after the Initial Borrowing Third Amended and Restated Closing Date, (a) an Officers' Certificate of Lessee Company stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 76;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee Company and its Subsidiaries pursuant to subdivisions (2i) and (3ii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Company stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee Borrower and its Subsidiaries pursuant to subdivisions (2i), (ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Borrower stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Borrower and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Borrower has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 76;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee and its Subsidiaries pursuant to subdivisions (2i), (ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Borrower stating that the signers have signer, on behalf of Borrower, has reviewed the terms of this Lease Agreement and have has made, or caused to be made under their his/her supervision, a review in reasonable detail of the transactions and condition of Lessee Borrower and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Borrower has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee Holdings and its Subsidiaries pursuant to subdivisions (2ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Offices's Certificate of Lessee Holdings stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Holdings and its Subsidiaries during the accounting period covered by such financial statements and that 100 such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Holdings has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period;

Officers' and Compliance Certificates. (a) together with each ------------------------------------- delivery of financial statements of Lessee Company and its Subsidiaries pursuant to subdivisions (2i), (ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Company stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Company has taken, is taking and proposes to take with respect thereto; and (b) together with each delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee the Loan Parties and its their Subsidiaries pursuant to subdivisions (2i) and (3ii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Borrower stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee the Loan Parties and its their Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Borrower has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee Borrowers and its their respective Subsidiaries pursuant to subdivisions (2ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Borrowers stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Borrowers and its their respective Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Borrowers has taken, is taking and proposes to take with respect thereto; and (b) beginning with the earlier of (x) the Closing Date and (y) the fiscal period ending March 31, 1998, a Compliance Certificate demonstrating in reasonable detail compliance during 73 82 and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee and its Subsidiaries the Borrower pursuant to subdivisions (2i) and (3ii) above after the Initial Borrowing Closing Date, (a) an Officers' Officer's Certificate of Lessee the Borrower stating that the signers have signer has reviewed the terms of this Lease Agreement and have has made, or caused to be made under their his or her supervision, a review in reasonable detail of the transactions and condition of Lessee and its Subsidiaries the Borrower during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do signer does not have knowledge of the existence as at the date of such Officers' Officer's Certificate, of any condition or event that constitutes a an Event of Default or Lease Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee the Borrower has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance (or noncompliance) during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7Sections 6.3 and 6.4;

Officers' and Compliance Certificates. (a) together with each delivery of financial statements of Lessee and its Subsidiaries Borrower pursuant to subdivisions (2ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Borrower stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee and its Subsidiaries Borrower during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Borrower has taken, is taking and proposes to take with respect thereto; and (b) together with each delivery of financial statements of Borrower pursuant to subdivision (ii) above, a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;Sections 7.6 and 7.8; (v)

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee Borrower and its Subsidiaries pursuant to subdivisions (2i) and (3ii) above after the Initial Borrowing Dateabove, (a) an Officers' Officer's Certificate of Lessee Borrower stating that the signers have signer thereof has reviewed the terms of this Lease Agreement and have has made, or caused to be made under their his supervision, a review in reasonable detail of the transactions and condition of Lessee Borrower and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do signer does not have knowledge of the existence as at the date of such Officers' Officer's Certificate, of any condition or event that constitutes a Default or Lease an Event of Default, or, or if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Borrower has taken, is taking and proposes to take with respect thereto; , and together with each delivery of the financial statements of Borrower and its Subsidiaries pursuant to subdivision (bii) above, a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 77 hereof;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee supervision, supervision, and its Subsidiaries pursuant to subdivisions (2) and (3) above after the Initial Borrowing Date, (a) an Officers' Certificate of Lessee stating that the signers have reviewed the terms of this Lease and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a Default or Lease Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee Company and its Subsidiaries pursuant to subdivisions (2ii) and (3iii) above after the Initial Borrowing Closing Date, (a) an Officers' Certificate of Lessee Company stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;the

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of Lessee Holdings and its Subsidiaries pursuant to subdivisions (2i), (ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Holdings stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervisionsuper vision, a review in reasonable detail of the transactions and condition of Lessee Holdings and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Holdings has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 76, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee Company and its Subsidiaries pursuant to subdivisions (2i), (ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Company stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Borrower has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;

Officers' and Compliance Certificates. together (i) Together with each delivery of financial statements of Lessee the Borrower and its Subsidiaries pursuant to subdivisions subsections (2a) and (3b) above after the Initial Borrowing Dateabove, (a) an Officers' ’ Certificate of Lessee the Borrower stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee the Borrower and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' ’ Certificate, of any condition or event that constitutes a Default or Lease an Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee the Borrower has taken, is taking and proposes to take with respect thereto; and (ii) together with each delivery of financial statements of the Borrower and its Subsidiaries pursuant to subsections (b) and (c) above, a Compliance Officer’s Certificate of the Borrower demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions negative covenants contained in Section 7Article VI;

Officers' and Compliance Certificates. together with each delivery of the consolidated financial statements of Lessee Company and its Subsidiaries pursuant to subdivisions (2i) and (3ii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Company stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a Default or Lease an Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7subsections 6.1, 6.3 and 6.10;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee Holdings and its Subsidiaries pursuant to subdivisions (2) and (3) above after the Initial Borrowing Restatement Effective Date, (a) an Officers' Certificate of Lessee Holdings stating that the signers have reviewed the terms of this Lease and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Holdings and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a Default or Lease Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Holdings has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee and its Subsidiaries the Borrower pursuant to subdivisions (2i) and (3ii) above after the Initial Borrowing Effective Date, (a) an Officers' Certificate of Lessee the Borrower stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee and its Subsidiaries the Borrower during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee the Borrower has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating demonstrating, in reasonable detail detail, compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 76;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee the Company and its Subsidiaries pursuant to subdivisions (2) i), (iii), (iv), and (3v) above after the Initial Borrowing Dateabove, (a) an Officers' Officer's Certificate of Lessee the Company stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee the Company and its Subsidiaries and the Collateral during the accounting period covered by such financial statements and state that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Officer's Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee the Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained covenants set forth in Section 76;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee BHR and its Subsidiaries pursuant to subdivisions (2i) and (3ii) above after the Initial Borrowing Dateabove, (a) an Officers' Officer's Certificate of Lessee Borrowers stating that the signers have signer has reviewed the terms of this Lease Agreement and have has made, or caused to be made under their such signer's supervision, a review in reasonable detail of the transactions and condition of Lessee BHR, Borrowers and its their Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the such signers do does not have knowledge of the existence as at the date of such Officers' Officer's Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee has Borrowers have taken, is are taking and proposes propose to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee Company and its Subsidiaries pursuant to subdivisions (2i), (ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Company stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 76, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee Holdings and its Subsidiaries pursuant to subdivisions (2ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Holdings stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Holdings and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee Holdings has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;; (v)

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee Borrowers and its their Subsidiaries pursuant to subdivisions (2a) and (3b) above after the Initial Borrowing Dateabove, (ai) an Officers' Certificate officer's certificate of Lessee Borrowers stating that the signers have reviewed the terms of this Lease Credit Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Borrowers and its their Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificateofficer's certificate, of any condition or event that constitutes a an Default or Lease Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee has Borrowers have taken, is are taking and proposes propose to take with respect thereto; and (b) a Compliance Certificate substantially in the form of EXHIBIT D demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7SECTION 8.1 of this Credit Agreement in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee LVSI and its Subsidiaries pursuant to subdivisions clauses (2ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' ’ Certificate of Lessee LVSI stating that the signers signers, on behalf of LVSI, have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee LVSI and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' ’ Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee has the Borrowers have taken, is are taking and proposes propose to take with respect thereto; and (b) a Compliance Certificate (in the form of Exhibit C hereto) demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;

Officers' and Compliance Certificates. together with each delivery of financial statements of Lessee Parent and its Subsidiaries pursuant to subdivisions (2i), (ii) and (3iii) above after the Initial Borrowing Dateabove, (a) an Officers' Certificate of Lessee Parent and Borrower stating that the signers have reviewed the terms of this Lease Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee Parent and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a an Event of Default or Lease Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee each of Parent and Borrower has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the 105 applicable quarterly and annual accounting periods with the restrictions contained in Section 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period;