Common use of Officers' and Compliance Certificates Clause in Contracts

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, (a) an Officer's Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his or her supervision, a review in reasonable detail of the transactions and condition of 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 signer did not have knowledge of the existence as at the date of such Officer's Certificate, of any condition or event that constitutes an Default or Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate (which may be delivered after the applicable Fiscal Quarter or Fiscal Year end but prior to the date of delivery of such financial statements for purposes of determining the Applicable Leverage Ratio) demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7 (but only to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period); provided, that Company shall deliver to Administrative Agent a Compliance Certificate and an Officer's Certificate upon and together with the delivery of a Pricing Certificate;

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, (a) an Officer's Officers' Certificate of Company stating that the signer has signers have reviewed the terms of this Agreement and has have made, or caused to be made under his or her their supervision, a review in reasonable detail of the transactions and condition of 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 signer did signers do not have knowledge of the existence as at the date of such Officer's Officers' Certificate, of any condition or event that constitutes an Event of Default or 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 Company has taken, is taking and proposes to take with respect REVOLVING LOAN CREDIT AGREEMENT EXECUTION 97 105 thereto; and (b) a Compliance Certificate (which may be delivered after the applicable Fiscal Quarter or Fiscal Year end but prior to the date of delivery of such financial statements for purposes of determining the Applicable Leverage Ratio) demonstrating in reasonable detail (1) compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7 (but only 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period); providedperiod and (2) with respect to any Net Asset Sale Proceeds received by Company or any of its Subsidiaries during the second Fiscal Quarter immediately preceding the Fiscal Quarter in which the applicable accounting period ends, that Company whether or not all or any portion of such Net Asset Sale Proceeds shall deliver to Administrative Agent a Compliance Certificate and an Officer's Certificate upon and together with the delivery of a Pricing Certificatehave become Unreinvested Asset Sale Proceeds;

Officers' and Compliance Certificates. together with ------------------------------------- each ------------------------------------- delivery of financial statements of Company Holdings and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, (a) an Officer's Certificate of Company stating that the signer has signers have reviewed the terms of this Agreement and has have made, or caused to be made under his or her their supervision, a review in reasonable detail of the transactions and condition of Company 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 signer did signers do not have knowledge of the existence as at the date of such Officer's Certificate, of any condition or event that constitutes an Event of Default or 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 Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate (which may be delivered after the applicable Fiscal Quarter or Fiscal Year end but prior to the date of delivery of such financial statements for purposes of determining the Applicable Leverage Ratio) demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7 (but only 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period); provided, that and (c) with respect to any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds received by Company or any of its Subsidiaries during the second Fiscal Quarter immediately preceding the Fiscal Quarter in which the applicable accounting period ends, whether or not all or any portion of such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds shall deliver to Administrative Agent a Compliance Certificate and an Officer's Certificate upon and together with have become Unreinvested Asset Sale Proceeds or Unreinvested Insurance/Condemnation Proceeds, as the delivery of a Pricing Certificatecase may be;

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of Company ChipPAC and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, (a) an Officer's Certificate of Company ChipPAC stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his or her supervision, a review in reasonable detail of the transactions and condition of Company ChipPAC 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 signer did not have knowledge of the existence as at the date of such Officer's Certificate, Certificate of any condition or event that constitutes an a Default or Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company ChipPAC has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate (which may be delivered after the applicable Fiscal Quarter or Fiscal Year end but prior to the date of delivery of such financial statements for purposes of determining the Applicable Leverage Ratio) demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7 (but only to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period); provided, that Company ChipPAC shall -------- deliver to Administrative Agent a Compliance Certificate and an Officer's Certificate upon and together with the delivery of a Pricing Certificate; and (c) if any portion of the proceeds of the Intel Preferred Stock or the HEI Unspent Amount was used during the preceding Fiscal Quarter, an Officer's Certificate of ChipPAC to such effect, showing the amount so used and the amount that may be used in subsequent periods;

Officers' and Compliance Certificates. (a) together with ------------------------------------- each ------------------------------------- delivery of financial statements of Company each Borrower and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, (a) an Officer's Officers' Certificate of Company stating that the signer has signers have reviewed the terms of this Agreement and has have made, or caused to be made under his or her their supervision, a review in reasonable detail of the transactions and condition of Company 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 signer did signers do not have knowledge of the existence as at the date of such Officer's Officers' Certificate, of any condition or event that constitutes an Event of Default or 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 Company 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 (which may be delivered after the applicable Fiscal Quarter or Fiscal Year end but prior to the date of delivery of such financial statements for purposes of determining the Applicable Leverage Ratio) demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7 7; and (but only c) within 90 days after the beginning of each Fiscal Year and in any event on or prior to the extent compliance with date of any mandatory prepayments made pursuant to subsection 2.4B(iii)(f) during such restrictions is required to be tested at Fiscal Year, an Officers' Certificate of Company setting forth the end Consolidated Excess Cash Flow for the Fiscal Year covered by such financial statements and demonstrating in reasonable detail the derivation of the applicable accounting period); provided, that Company shall deliver to Administrative Agent a Compliance Certificate and an Officer's Certificate upon and together with the delivery of a Pricing Certificatesuch Consolidated Excess Cash Flow;

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, (a) an Officer's Officers' Certificate of Company stating that the signer has signers have reviewed the terms of this Agreement and has have made, or caused to be made under his or her their supervision, a review in reasonable detail of the transactions and condition of 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 signer did signers do not have knowledge of the existence as at the date of such Officer's Officers' Certificate, of any condition or event that constitutes an Event of Default or 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 Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate (which may be delivered after the applicable Fiscal Quarter or Fiscal Year end but prior to the date of delivery of such financial statements for purposes of determining the Applicable Leverage Ratio) demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7 6; (but only v) ACCOUNTANTS' CERTIFICATION: together with each delivery of consolidated financial statements of Company and its Subsidiaries pursuant to subdivision (iii) above, a written statement by the extent compliance with such restrictions is required to be tested at independent certified public accountants giving the end report thereon (a) stating that their audit has included a review of the terms of this Agreement and the other Loan Documents as they relate to accounting matters, (b) stating whether, in connection with their audit, any condition or event that constitutes an Event of Default or Potential Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof; PROVIDED that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default or Potential Event of Default that would not be disclosed in the course of their audit, and (c) stating that based on their audit nothing has come to their attention that causes them to believe either or both that the information contained in the certificates delivered therewith pursuant to subdivision (iv) above is not correct or that the matters set forth in the Compliance Certificates delivered therewith pursuant to clause (b) of subdivision (iv) above for the applicable accounting period); provided, that Company shall deliver to Administrative Agent a Compliance Certificate and an Officer's Certificate upon and together Fiscal Year are not stated in accordance with the delivery terms of a Pricing Certificate;this Agreement; (vi)

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, (a) an Officer's Certificate of Company stating that the signer has signers have reviewed the terms of this Agreement and has have made, or caused to be made under his or her their supervision, a review in reasonable detail of the transactions and condition of 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 signer did signers do not have knowledge of the existence as at the date of such Officer's Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition condi tion or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Margin Determination Certificate (which may be delivered after the applicable Fiscal Quarter or Fiscal Year end but prior to the date of delivery of such financial statements for purposes of determining the Applicable Leverage Ratio) demonstrating in reasonable detail the Consolidated Leverage Ratio for the four consecutive fiscal quarters ending on the last day of the accounting period covered by such financial statements; and (c) a Compliance Certificate demonstrating in reasonable detail Asset Sale Proceeds, Net Insurance/Condemnation Proceeds and Consolidated Excess Cash Flow received during the period and compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7 (but only 7, in each case to the extent 101 103 compliance with such restrictions is required to be tested at the end of the applicable accounting period); provided, that Company shall deliver to Administrative Agent a Compliance Certificate and an Officer's Certificate upon and together with the delivery of a Pricing Certificate;

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, (a) an Officer's Officers' Certificate of Company stating that the signer has signers have reviewed the terms of this Agreement and has have made, or caused to be made under his or her their supervision, a review in reasonable detail of the transactions and condition of 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 signer did signers do not have knowledge of the existence as at the date of such Officer's Officers' Certificate, of any condition or event that constitutes an Event of Default or 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 Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate (which may be delivered after the applicable Fiscal Quarter or Fiscal Year end but prior to the date of delivery of such financial statements for purposes of determining the Applicable Leverage Ratio) demonstrating in reasonable detail (1) compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7 (but only 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period); providedperiod and (2) with respect to any Net Asset Sale Proceeds received by Company or any of its Subsidiaries during the second Fiscal Quarter immediately preceding the Fiscal Quarter in which the applicable accounting period ends, that Company whether or not all or any portion of such Net Asset Sale Proceeds shall deliver to Administrative Agent a Compliance Certificate and an Officer's Certificate upon and together with the delivery of a Pricing Certificatehave become Unreinvested Asset Sale Proceeds;

Officers' and Compliance Certificates. (a) together with each ------------------------------------- delivery of financial statements of Holdings and its Subsidiaries and Company and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, (a1) an Officer's Officers' Certificate of Company stating that the signer has signers have reviewed the terms of this Agreement and has have made, or caused to be made under his or her their supervision, a review in reasonable detail of the transactions and condition of each of Holdings and its Subsidiaries and 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 signer did signers do not have knowledge of the existence as at the date of such Officer's Officers' Certificate, of any condition or event that constitutes an Event of Default or 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 Company has taken, is taking and proposes to take with respect thereto; and (b2) a Compliance Certificate duly executed and duly completed in all respects provided that with respect to the delivery of financial statements for Company's Fiscal Year ended February 2, 1997, such Compliance Certificate shall be completed with reference to the Company's compliance with the covenants contained in the Existing Credit Agreement; and (which may be delivered b) within 100 days after the applicable Fiscal Quarter or beginning of each Fiscal Year end but and in 106 any event on or prior to the date of delivery any mandatory prepayments made pursuant to subsection 2.4B(iii)(e) during such Fiscal Year, an Officers' Certificate of Company setting forth the Consolidated Excess Cash Flow for the Fiscal Year covered by such financial statements for purposes of determining the Applicable Leverage Ratio) and demonstrating in reasonable detail compliance during and at the end derivation of the applicable accounting periods with the restrictions contained in Section 7 (but only to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period); provided, that Company shall deliver to Administrative Agent a Compliance Certificate and an Officer's Certificate upon and together with the delivery of a Pricing CertificateConsolidated Excess Cash Flow;

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of Company and its Subsidiaries pursuant to subdivision (i), an Officers' Certificate of Company as provided in clause (a) below, and together with each delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, (a) an Officer's Officers' Certificate of Company stating (x) that the signer has signers have reviewed the terms of this Agreement and has have made, or caused to be made under his or her their supervision, a review in reasonable detail of the transactions and condition of 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 signer did signers do not have knowledge of the existence as at the date of such Officer's Officers' Certificate, of any condition or event that constitutes an Event of Default or 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 Company has taken, is taking and proposes to take with respect theretothereto and (y) that the Company does not as at the date of such Officer's Certificate, have any Contingent Obligation, contingent liability or unusual forward or long-term commitment arising from any amendments to the Management Contracts that is not reflected in the financial statements being delivered or the notes thereto and which in any such case is material in relation to the business operations, properties, assets, condition (financial or otherwise) or prospects of Company or any of its Subsidiaries; and (b) a Compliance Certificate (which may be delivered after the applicable Fiscal Quarter or Fiscal Year end but prior to the date of delivery of such financial statements for purposes of determining the Applicable Leverage Ratio) demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7 (but only 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period); provided, that Company shall deliver to Administrative Agent and (c) a Compliance Margin Determination Certificate and an Officer's Certificate upon and together with demonstrating in reasonable detail the delivery Consolidated Leverage Ratio for the four consecutive fiscal quarters ending on the last day of a Pricing Certificate;the accounting period covered by such financial statements.

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, (a) an Officer's Officers' Certificate of Company stating (x) that the signer has signers have reviewed the terms of this Agreement and has have made, or caused to be made under his or her their supervision, a review in reasonable detail of the transactions and condition of 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 signer did signers do not have knowledge of the existence as at the date of such Officer's Officers' Certificate, of any condition or event that constitutes an Event of Default or 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 Company has taken, is taking and proposes to take with respect theretothereto and (y) that the Company does not as at the date of such Officer's Certificate, have any Contingent Obligation, contingent liability or unusual forward or long-term commitment arising from any amendments to the Management Contracts that is not reflected in the financial statements being delivered or the notes thereto and which in any such case is material in relation to the business operations, properties, assets, condition (financial or otherwise) or prospects of Company or any of its Subsidiaries; and (b) a Compliance Certificate (which may be delivered after the applicable Fiscal Quarter or Fiscal Year end but prior to the date of delivery of such financial statements for purposes of determining the Applicable Leverage Ratio) demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7 (but only 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period); provided, that Company shall deliver to Administrative Agent and (c) a Compliance Margin Determination Certificate and an Officer's Certificate upon and together with demonstrating in reasonable detail the delivery Consolidated Leverage Ratio for the four consecutive fiscal quarters ending on the last day of a Pricing Certificate;the accounting period covered by such financial statements.

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of Company ChipPAC and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, (a) an Officer's Certificate of Company ChipPAC stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his or her supervision, a review in reasonable detail of the transactions and condition of Company ChipPAC 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 signer did not have knowledge of the existence as at the date of such Officer's Certificate, Certificate of any condition or event that constitutes an a Default or Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company ChipPAC has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate (which may be delivered after the applicable Fiscal Quarter or Fiscal Year end but prior to the date of delivery of such financial statements for purposes of determining the Applicable Leverage Ratio) demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7 (but only to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period); provided, that Company ChipPAC shall -------- deliver to Administrative Agent a Compliance Certificate and an Officer's Certificate upon and together with the delivery of a Pricing Certificate; and (c) if any portion of the proceeds of the Intel Preferred Stock or the HEI Unspent Amount or the Intersil Unspent Amount was used during the preceding Fiscal Quarter, an Officer's Certificate of ChipPAC to such effect, showing the amount so used and the amount that may be used in subsequent periods;

Officers' and Compliance Certificates. (a) together with each ------------------------------------- delivery of financial statements of Company each Borrower and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, (a) an Officer's Officers' Certificate of Company stating that the signer has signers have reviewed the terms of this Agreement and has have made, or caused to be made under his or her their supervision, a review in reasonable detail of the transactions and condition of Company 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 signer did signers do not have knowledge of the existence as at the date of such Officer's Officers' Certificate, of any condition or event that constitutes an Event of Default or 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 Company 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 (which may be delivered after the applicable Fiscal Quarter or Fiscal Year end but prior to the date of delivery of such financial statements for purposes of determining the Applicable Leverage Ratio) demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7 7; and (but only c) within 90 days after the beginning of each Fiscal Year and in any event on or prior to the extent compliance with date of any mandatory prepayments made pursuant to subsection 2.4B(iii)(f) during such restrictions is required to be tested at Fiscal Year, an Officers' Certificate of Company setting forth the end Consolidated Excess Cash Flow for the Fiscal Year covered by such financial statements and demonstrating in reasonable detail the derivation of the applicable accounting period); provided, that Company shall deliver to Administrative Agent a Compliance Certificate and an Officer's Certificate upon and together with the delivery of a Pricing Certificatesuch Consolidated Excess Cash Flow;