Common use of Officers' and Compliance Certificates Clause in Contracts

Officers' and Compliance Certificates. if the Merger Transaction is consummated, together with each delivery of financial statements pursuant to subsections 6.1(ii), 6.1(iii) and 6.1(iv) above and promptly following the completion of the audit examination of each Fiscal Year by WRP's and Borrower's independent certified public accountants, (a) an Officer's Certificate of Borrower 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 WRP, Borrower and 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 Borrower and its Subsidiaries 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 Borrower or any of its Subsidiaries 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 accounting periods with the covenants contained in Section 7.6; provided, that from and after the Merger Transaction Termination Date, Borrower shall not be required to provide the foregoing financial information for WRP;

Officers' and Compliance Certificates. if the Merger Transaction is consummated, together with each delivery of financial statements of Company and its Subsidiaries pursuant to subsections 6.1(ii), 6.1(iiisubdivisions (ii) and 6.1(iv(iii) above and promptly following the completion of the audit examination of each Fiscal Year by WRP's and Borrower's independent certified public accountantsabove, (a) an Officer's Officers' Certificate of Borrower 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 WRP, Borrower Company and their 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 Borrower and its Subsidiaries the 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 Borrower or any of its Subsidiaries Company has taken, is taking and proposes to take with respect thereto, ; and (b) a Compliance Certificate demonstrating in reasonable detail (1) compliance during and at the end of the applicable accounting periods with the covenants restrictions contained in Section 7.6; provided7, that from and after in each case to the Merger Transaction Termination Date, Borrower shall not be extent compliance with such restrictions is required to provide be tested at the foregoing financial information for WRPend of the applicable accounting period 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, whether or not all or any portion of such Net Asset Sale Proceeds shall have become Unreinvested Asset Sale Proceeds;

Officers' and Compliance Certificates. if the Merger Transaction is consummated, (a) together with each delivery of financial statements of Company and its Subsidiaries pursuant to subsections 6.1(ii), 6.1(iiisubdivisions (ii) and 6.1(iv(iii) above and promptly following the completion of the audit examination of each Fiscal Year by WRP's and Borrower's independent certified public accountantsabove, (a1) an Officer's Officers' Certificate of Borrower 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 WRP, Borrower Company and their 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 Borrower and its Subsidiaries the 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 Borrower or any of its Subsidiaries Company has taken, is taking and proposes to take with respect thereto; and (2) beginning with such financial statements to be delivered for the second Fiscal Quarter of 1997, a Compliance Certificate duly executed and duly completed in all respects; and (b) a Compliance within 100 days after the beginning of each Fiscal Year and in any event on or prior to the date of any mandatory prepayments made pursuant to subsection 2.4B(iii)(d) 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 and demonstrating in reasonable detail compliance during and at the end derivation of the applicable accounting periods with the covenants contained in Section 7.6; provided, that from and after the Merger Transaction Termination Date, Borrower shall not be required to provide the foregoing financial information for WRPsuch Consolidated Excess Cash Flow;

Officers' and Compliance Certificates. if the Merger Transaction is consummated, together with each delivery of financial statements of Company and its Subsidiaries pursuant to subsections 6.1(ii), 6.1(iii) subsection 5.1.A and 6.1(iv) above and promptly following the completion of the audit examination of each Fiscal Year by WRP's and Borrower's independent certified public accountantssubsection 5.1.B above, (ai) an Officer's Officers Certificate of Borrower 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 WRP, Borrower Company and their 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 Borrower and its Subsidiaries the signers do not have knowledge of the existence as at the date of such Officer's the Officers Certificate, of any condition or event that which 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 Borrower or any of its Subsidiaries Company has taken, is taking and proposes to take with respect thereto, ; and (bii) a Compliance Certificate demonstrating in reasonable detail compliance (as determined in accordance with GAAP) during and at the end of the applicable such accounting periods with the covenants restrictions contained in Section 7.6; providedsubsections 6.1, that from 6.2, 6.3, 6.5, and after 6.6 and, in addition, a written statement of the Merger Transaction Termination Datechief accounting officer, Borrower shall not be required to provide chief financial officer or controller of Company describing in reasonable detail the foregoing differences between the financial information for WRPcontained in such financial statements and the information contained in the Compliance Certificate relating to Company s compliance with subsection 6.5;

Officers' and Compliance Certificates. if the Merger Transaction is consummated, (a) together with each delivery of financial statements of Company and its Subsidiaries pursuant to subsections 6.1(ii), 6.1(iiisubdivisions (ii) and 6.1(iv(iii) above and promptly following the completion of the audit examination of each Fiscal Year by WRP's and Borrower's independent certified public accountantsabove, (a1) an Officer's Officers' Certificate of Borrower 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 WRP, Borrower Company and their 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 Borrower and its Subsidiaries the 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 Borrower or any of its Subsidiaries Company has taken, is taking and proposes to take with respect thereto, ; and (2) a Compliance Certificate duly executed and duly completed in all respects; and (b) a Compliance within 100 days after the beginning of each Fiscal Year and in any event on or prior to the date of 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 and demonstrating in reasonable detail compliance during and at the end derivation of the applicable accounting periods with the covenants contained in Section 7.6; provided, that from and after the Merger Transaction Termination Date, Borrower shall not be required to provide the foregoing financial information for WRPsuch Consolidated Excess Cash Flow;

Officers' and Compliance Certificates. if the Merger Transaction is consummated, together with each ------------------------------------- delivery of financial statements of Company and its Subsidiaries pursuant to subsections 6.1(ii), 6.1(iiisubdivisions (ii) and 6.1(iv(iii) above and promptly following the completion of the audit examination of each Fiscal Year by WRP's and Borrower's independent certified public accountantsabove, (a) an Officer's Certificate of Borrower 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 WRP, Borrower Company and their 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 Borrower and its Subsidiaries do 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 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 Borrower or any of its Subsidiaries 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 covenants restrictions contained in Section 7.67 (but only to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period); provided, that from Company shall deliver to Administrative Agent a Compliance Certificate and after an Officer's Certificate upon and together with the Merger Transaction Termination Date, Borrower shall not be required to provide the foregoing financial information for WRPdelivery of a Pricing Certificate;

Officers' and Compliance Certificates. if the Merger Transaction is consummated, (a) together with each delivery of financial statements of Company and its Subsidiaries pursuant to subsections 6.1(ii), 6.1(iiisubdivisions (i) and 6.1(iv(ii) above and promptly following the completion of the audit examination of each Fiscal Year by WRP's and Borrower's independent certified public accountantsabove, (a) an Officer's Officers' Certificate of Borrower 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 WRP, Borrower Company and their 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 Borrower and its Subsidiaries the signers do not have actual 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 Borrower or any of its Subsidiaries 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 subdivision (i) above, a Compliance Certificate demonstrating in reasonable detail compliance (X) during and at the end of the applicable accounting periods with the covenants restrictions contained in Section subsections 7.1, 7.3, 7.4 and 7.5 and (Y) at the end of the applicable accounting periods with the restrictions contained in subsection 7.6; provided, that from and after the Merger Transaction Termination Date, Borrower shall not be required to provide the foregoing financial information for WRP;

Officers' and Compliance Certificates. if the Merger Transaction is consummated, together with each delivery of financial statements of Company and its Subsidiaries pursuant to subsections 6.1(ii), 6.1(iiisubdivisions (ii) and 6.1(iv(iii) above and promptly following the completion of the audit examination of each Fiscal Year by WRP's and Borrower's independent certified public accountantsabove, (a1) an Officer's Certificate of Borrower 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 WRP, Borrower Company and their 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 Borrower and its Subsidiaries do the signer does 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 Borrower or any of its Subsidiaries Company has taken, is taking and proposes to take with respect thereto, (2) a Margin Determination Certificate demonstrating in reasonable detail the Leverage Ratio for the four consecutive fiscal quarters ending on the last day of the accounting period covered by such financial statements and (b3) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the covenants restrictions contained in Section 7.6; provided7, that from including without limitation the amount of Debt Repurchases and after the Merger Transaction Termination Date, Borrower shall not be required to provide the foregoing financial information for WRPAcquisition Expenditures;

Officers' and Compliance Certificates. if the Merger Transaction is consummated, together with each delivery of financial statements of Company and its Subsidiaries pursuant to subsections 6.1(ii), 6.1(iiisubdivisions (ii) and 6.1(iv(iii) above and promptly following the completion of the audit examination of each Fiscal Year by WRP's and Borrower's independent certified public accountantsabove, (a) an Officer's Officers' Certificate of Borrower 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 WRP, Borrower Company and their 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 Borrower and its Subsidiaries the 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 Borrower or any of its Subsidiaries 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 accounting periods with the covenants restrictions contained in Section 7.6; provided6 and (c) an Officer's Certificate listing Asset Sales, that the aggregate amount of such Net Cash Proceeds and demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from and after the Merger Transaction Termination Date, Borrower shall not be required to provide the foregoing financial information for WRPgross sales price thereof;

Officers' and Compliance Certificates. if the Merger Transaction is consummated, together with each delivery of financial statements of Company and its Subsidiaries pursuant to subsections 6.1(ii), 6.1(iiisubdivisions (i) and 6.1(iv(ii) above and promptly following the completion of the audit examination of each Fiscal Year by WRP's and Borrower's independent certified public accountantsabove, (a) an Officer's Certificate of Borrower 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 WRP, Borrower Company and their 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 Borrower and its Subsidiaries the 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 Borrower or any of its Subsidiaries 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 accounting periods with the covenants restrictions contained in Section subsections 7.1(xi) and (xii), 7.3(vii), (viii), (ix), (xii), (xiii) and (xiv), 7.4(ix), 7.6; provided, that from 7.7(v) and after (vi) and 7.8 in each case to the Merger Transaction Termination Date, Borrower shall not be extent compliance with such restrictions is required to provide be tested at the foregoing financial information for WRPend of the applicable accounting period;