Common use of Officers' and Compliance Certificates Clause in Contracts

Officers' and Compliance Certificates. together with each delivery of financial statements of the Borrower and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, (a) an Officer's Certificate of the Borrower stating that the signers have reviewed the terms of this 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 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 which constitutes an Event of Default or Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Borrower has taken, is taking and proposes to take with respect thereto; (b) a certificate (a "Compliance Certificate") in a form satisfactory to the Agent demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the provisions of Section 6 and (c) a performance to budget analysis for the Borrower and its Subsidiaries for and as of the end of such fiscal period and comparative figures for such fiscal period in the prior fiscal year;

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of the Borrower Company and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, (a) an Officer's Certificate of the Borrower Company stating that the signers have signer has reviewed the terms of this Agreement and the Notes and have has made, or caused to be made under their the signer's supervision, a review in reasonable detail of the transactions and condition of the Borrower 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 which 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 the Borrower Company has taken, is taking and proposes to take with respect thereto; and (b) a certificate (a "Compliance Certificate") in a form satisfactory to the Agent Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the provisions of restrictions contained in Section 6 and (c) a performance 7, in each case to budget analysis for the Borrower and its Subsidiaries for and as of extent compliance with such restrictions is required to be tested at the end of the applicable accounting period, together with a description (including amounts) of all Investments and Consolidated Capital Expenditures made during such fiscal period period, and comparative figures with respect to each construction or expansion project of Company and its Restricted Subsidiaries, a report setting forth the budgeted and/or projected total cost of such project, the costs incurred to date for such fiscal period in project and the prior fiscal yearexpenditures made to date for such project;

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of the Borrower Company and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, (a) an Officer's Officers' Certificate of the Borrower Company stating (x) that the signers have reviewed the terms of this 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 the Borrower 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 which 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 the Borrower 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; (b) a certificate (a "Compliance Certificate") in a form satisfactory to the Agent Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the provisions restrictions contained in Section 7, in each case to the extent compliance with such restrictions is required to be tested at the end of Section 6 the applicable accounting period; and (c) a performance to budget analysis Margin Determination Certificate demonstrating in reasonable detail the Consolidated Leverage Ratio for the Borrower and its Subsidiaries for and as four consecutive fiscal quarters ending on the last day of the end of accounting period covered by such fiscal period and comparative figures for such fiscal period in the prior fiscal year;financial statements.

Officers' and Compliance Certificates. together with each delivery of financial statements of the Borrower and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, commencing with the financial statements delivered for the Fiscal Quarter ending April 24, 2011, (a) an Officer's ’s Certificate of the Borrower stating that the signers have signer has reviewed the terms of this Agreement and the Notes and have has made, or caused to be made under their the signer’s supervision, a review in reasonable detail of the transactions and condition of 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 signer does not have knowledge of the existence as at the date of such Officers' Officer’s Certificate, of any condition or event which 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 the Borrower has taken, is taking and proposes to take with respect thereto; and (b) a certificate (a "Compliance Certificate") in a form satisfactory to the Agent Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the provisions restrictions contained in Section 7, in each case to the extent compliance with such restrictions is required to be tested at the end of Section 6 the applicable accounting period, together with a description (including amounts) of all Investments and (c) a performance Consolidated Capital Expenditures made during such period, and with respect to budget analysis for the each construction or expansion project of Borrower and its Subsidiaries for and as of Restricted Subsidiaries, a report setting forth the end budgeted and/or projected total cost of such fiscal period and comparative figures project, the costs incurred to date for such fiscal period in project and the prior fiscal yearexpenditures made to date for such project;

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of the Borrower and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, (a) an Officer's Certificate of the Borrower stating that the signers have signer has reviewed the terms of this Agreement and the Notes and have has made, or caused to be made under their the signer's supervision, a review in reasonable detail of the transactions and condition of 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 signer does not have knowledge of the existence as at the date of such Officers' Officer's Certificate, of any condition or event which 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 the Borrower has taken, is taking and proposes to take with respect thereto; and (b) a certificate (a "Compliance Certificate") in a form satisfactory to the Agent Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the provisions restrictions contained in Section 7, in each case to the extent compliance with such restrictions is required to be tested at the end of Section 6 the applicable accounting period, together with a description (including amounts) of all Investments and (c) a performance Consolidated Capital Expenditures made during such period, and with respect to budget analysis for the each construction or expansion project of Borrower and its Subsidiaries for and as of Restricted Subsidiaries, a report setting forth the end budgeted and/or projected total cost of such fiscal period and comparative figures project, the costs incurred to date for such fiscal period in project and the prior fiscal yearexpenditures made to date for such project;

Officers' and Compliance Certificates. (a) together with each delivery of financial statements of the each Borrower and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, (a) an Officer's Officers' Certificate of the Borrower Company stating that the signers have reviewed the terms of this 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 the 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 which 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 the Borrower has Borrowers have taken, is are taking and proposes propose to take with respect thereto; (b) together with each delivery of financial statements pursuant to subdivision (ii) and (iii) above, a certificate (a "Compliance Certificate") in a form satisfactory to the Agent Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the provisions of restrictions contained in Section 6 7; and (c) a performance within 90 days after the beginning of each Fiscal Year and in any event on or prior to budget analysis the date of any mandatory prepayments made pursuant to subsection 2.4B(iii)(f) during such Fiscal Year, an Officers' Certificate of Company setting forth the Consolidated Excess Cash Flow for the Borrower Fiscal Year covered by such financial statements and its Subsidiaries for and as of demonstrating in reasonable detail the end derivation of such fiscal period and comparative figures for such fiscal period in the prior fiscal yearConsolidated Excess Cash Flow;

Officers' and Compliance Certificates. together with each delivery of financial statements of the Borrower and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, (a) an Officer's ’s Certificate of the Borrower stating that the signers have signer has reviewed the terms of this Agreement and the Notes and have has made, or caused to be made under their the signer’s supervision, a review in reasonable detail of the transactions and condition of 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 signer does not have knowledge of the existence as at the date of such Officers' Officer’s Certificate, of any condition or event which 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 the Borrower has taken, is taking and proposes to take with respect thereto; and (b) a certificate (a "Compliance Certificate") in a form satisfactory to the Agent Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the provisions restrictions contained in Section 7, in each case to the extent compliance with such restrictions is required to be tested at the end of Section 6 the applicable accounting period, together with a description (including amounts) of all Investments and (c) a performance Consolidated Capital Expenditures made during such period, and with respect to budget analysis for the each construction or expansion project of Borrower and its Subsidiaries for and as of Restricted Subsidiaries, a report setting forth the end budgeted and/or projected total cost of such fiscal period and comparative figures project, the costs incurred to date for such fiscal period in project and the prior fiscal yearexpenditures made to date for such project;

Officers' and Compliance Certificates. together with each delivery of financial statements of the Borrower and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, commencing with the financial statements delivered for the Fiscal Quarter ending April 2428, 20112013, (a) an Officer's ’s Certificate of the Borrower stating that the signers have signer has reviewed the terms of this Agreement and the Notes and have has made, or caused to be made under their the signer’s supervision, a review in reasonable detail of the transactions and condition of 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 signer does not have knowledge of the existence as at the date of such Officers' Officer’s Certificate, of any condition or event which 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 the Borrower has taken, is taking and proposes to take with respect thereto; and (b) a certificate (a "Compliance Certificate") in a form satisfactory to the Agent Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the provisions restrictions contained in Section 7, in each case to the extent compliance with such restrictions is required to be tested at the end of Section 6 the applicable accounting period, together with a description (including amounts) of all Investments and (c) a performance Consolidated Capital Expenditures made during such period, and with respect to budget analysis for the each construction or expansion project of Borrower and its Subsidiaries for and as of Restricted Subsidiaries, a report setting forth the end budgeted and/or projected total cost of such fiscal period and comparative figures project, the costs incurred to date for such fiscal period in project and the prior fiscal yearexpenditures made to date for such project;

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of the Borrower Company and its Subsidiaries pursuant to subdivisions (iii) and (iiiii) above, (a) an Officer's Certificate of the Borrower Company stating that the signers have reviewed the terms of this 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 the Borrower 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' Officer's Certificate, of any condition or event which 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 the Borrower Company has taken, is taking and proposes to take with respect thereto; and (b) a certificate (a "Compliance Certificate") in a form satisfactory to the Agent Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the provisions of restrictions contained in Section 6 and (c) a performance 7, in each case to budget analysis for the Borrower and its Subsidiaries for and as of extent compliance with such restrictions is required to be tested at the end of such fiscal period and comparative figures for such fiscal period in the prior fiscal yearapplicable accounting period;

Officers' and Compliance Certificates. together with each delivery of financial statements of the Borrower and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, (a) an Officer's Certificate of the Borrower (y) stating that the signers have signer has reviewed the terms of this Agreement and the Notes 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 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 signer does not have knowledge of the existence as at the date of such Officers' Officer's Certificate, of any condition or event which 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 the Borrower has taken, is taking and proposes to take with respect theretothereto and (z) confirming in reasonable detail to the extent of information available, that the Non-Operating Subsidiaries at such time and for such period, both individually and in the aggregate, qualify as Non-Operating Subsidiaries pursuant to each element of the definition thereof; and (b) a certificate (a "Compliance Certificate") in a form satisfactory to the Agent Certificate demonstrating in reasonable detail compliance during and at the end of the for such applicable accounting periods with the provisions of restrictions contained in Section 6 and (c) a performance to budget analysis for the Borrower and its Subsidiaries for and as of the end of such fiscal period and comparative figures for such fiscal period in the prior fiscal year7;

Officers' and Compliance Certificates. together with each delivery of ------------------------------------- financial statements of the Borrower Company and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, (a) an Officer's Certificate of the Borrower Company stating that the signers have signer has reviewed the terms of this Agreement and the Notes and have has made, or caused to be made under their the signer's supervision, a review in reasonable detail of the transactions and condition of the Borrower 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 which 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 the Borrower Company has taken, is taking and proposes to take with respect thereto; and (b) a certificate (a "Compliance Certificate") in a form satisfactory to the Agent Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the provisions of restrictions contained in Section 6 and (c) a performance 7, in each case to budget analysis for the Borrower and its Subsidiaries for and as of extent compliance with such restrictions is required to be tested at the end of the applicable accounting period, together with a description (including amounts) of all Investments and Consolidated Capital Expenditures made during such fiscal period period, and comparative figures with respect to each construction or expansion project of Company and its Restricted Subsidiaries, a report setting forth the budgeted and/or projected total cost of such project, the costs incurred to date for such fiscal period in project and the prior fiscal year;expenditures made to date for such project; (v)

Officers' and Compliance Certificates. together with each delivery of financial statements of the Borrower CapStar and its Subsidiaries pursuant to subdivisions (iii), (iii) and (iiiiv) above, (a) an Officer's Officers' Certificate of CapStar and the Borrower stating that (1) the signers have signer has reviewed the terms of this Agreement and the Notes 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 the Borrower CapStar and its Subsidiaries and the Collateral during the accounting period covered by such financial statements and that statements, (2) such review has not disclosed the existence during or at the end of such accounting period, and that (3) the signers do signer does not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event which 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 CapStar and the Borrower has have taken, is are taking and proposes propose to take with respect theretothereto and (4) except for the minority interest reflected on the balance sheet of the Borrower, such financial statements do not differ in any material respect from the corresponding consolidated financial statements of the Borrower and its Subsidiaries; and (b) a certificate (a "Compliance Certificate") in a form satisfactory to the Agent Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the provisions of Section 6 and (c) a performance to budget analysis for the Borrower and its Subsidiaries for and as of the end of such fiscal period and comparative figures for such fiscal period covenants set forth in the prior fiscal yearsubsection 7.6;

Officers' and Compliance Certificates. together with each delivery of financial statements of the Borrower and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, commencing with the financial statements delivered for the Fiscal Quarter ending October 28, 2007, (a) an Officer's ’s Certificate of the Borrower stating that the signers have signer has reviewed the terms of this Agreement and the Notes and have has made, or caused to be made under their the signer’s supervision, a review in reasonable detail of the transactions and condition of 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 signer does not have knowledge of the existence as at the date of such Officers' Officer’s Certificate, of any condition or event which 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 the Borrower 103 has taken, is taking and proposes to take with respect thereto; and (b) a certificate (a "Compliance Certificate") in a form satisfactory to the Agent Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the provisions restrictions contained in Section 7, in each case to the extent compliance with such restrictions is required to be tested at the end of Section 6 the applicable accounting period, together with a description (including amounts) of all Investments and (c) a performance Consolidated Capital Expenditures made during such period, and with respect to budget analysis for the each construction or expansion project of Borrower and its Subsidiaries for and as of Restricted Subsidiaries, a report setting forth the end budgeted and/or projected total cost of such fiscal period and comparative figures project, the costs incurred to date for such fiscal period in project and the prior fiscal yearexpenditures made to date for such project;