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 subsection 5.1.A and subsection 5.1.B above, (i) an Officers Certificate of Company stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under 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 signers do not have knowledge of the existence as at the date of the Officers Certificate, of any condition or event 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 Company has taken, is taking and proposes to take with respect thereto; and (ii) a Compliance Certificate demonstrating in reasonable detail compliance (as determined in accordance with GAAP) during and at the end of such accounting periods with the restrictions contained in subsections 6.1, 6.2, 6.3, 6.5, and 6.6 and, in addition, a written statement of the chief accounting officer, chief financial officer or controller of Company describing in reasonable detail the differences between the financial information contained 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. together with each delivery of financial statements of Company and its Subsidiaries pursuant to subsection 5.1.A subdivisions (i) and subsection 5.1.B (ii) above, (ia) an Officers Officer's Certificate of Company stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under 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 signers do not have knowledge of the existence as at the date of the Officers such 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 Company has taken, is taking and proposes to take with respect thereto; and (iib) a Compliance Certificate demonstrating in reasonable detail compliance (as determined in accordance with GAAP) during and at the end of such the applicable accounting periods with the restrictions contained in subsections 6.17.1(xi) and (xii), 6.27.3(vii), 6.3(viii), 6.5(ix), (xii), (xiii) and 6.6 and(xiv), 7.4(ix), 7.6, 7.7(v) and (vi) and 7.8 in addition, a written statement each case to the extent compliance with such restrictions is required to be tested at the end of the chief applicable accounting officer, chief financial officer or controller of Company describing in reasonable detail the differences between the financial information contained in such financial statements and the information contained in the Compliance Certificate relating to Company s compliance with subsection 6.5period;

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of Company and its Subsidiaries pursuant to subsection 5.1.A subdivisions (i) and subsection 5.1.B (ii) 101 above, (ia) an Officers Officer's Certificate of Company stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under 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 signers do not have knowledge of the existence as at the date of the Officers such 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 Company has taken, is taking and proposes to take with respect thereto; and (iib) a Compliance Certificate demonstrating in reasonable detail compliance (as determined in accordance with GAAP) during and at the end of such the applicable accounting periods with the restrictions contained in subsections 6.17.1(x) and (xi), 6.27.2(viii), 6.37.3(viii) and (xiii), 6.57.4(ix), 7.6, 7.7(vi) and 6.6 and7.8, in addition, a written statement each case to the extent compliance with such restrictions is required to be tested at the end of the chief applicable accounting officer, chief financial officer or controller of Company describing in reasonable detail the differences between the financial information contained in such financial statements and the information contained in the Compliance Certificate relating to Company s compliance with subsection 6.5period;

Officers' and Compliance Certificates. together with each delivery of financial statements of Company and its Subsidiaries pursuant to subsection 5.1.A subdivisions (ii) and subsection 5.1.B (iii) above, (ia) an Officers Officers' Certificate of Company stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under 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 signers do not have knowledge of the existence as at the date of the Officers 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 Company has taken, is taking and proposes to take with respect thereto; and , (iib) a Compliance Certificate demonstrating in reasonable detail compliance (as determined in accordance with GAAP) during and at the end of such the applicable accounting periods with the restrictions contained in subsections 6.1Section 6 and (c) an Officer's Certificate listing Asset Sales, 6.2, 6.3, 6.5, the aggregate amount of such Net Cash Proceeds and 6.6 and, in addition, a written statement demonstrating the derivation of the chief accounting officer, chief financial officer or controller Net Cash Proceeds of Company describing in reasonable detail the differences between correlative Asset Sale from the financial information contained in such financial statements and the information contained in the Compliance Certificate relating to Company s compliance with subsection 6.5gross sales price thereof;

Officers' and Compliance Certificates. together with each delivery of financial statements of the Company and its Subsidiaries (or Restricted Subsidiaries, as the case may be) pursuant to subsection 5.1.A clauses (ii) and subsection 5.1.B (iii) above, (ia) an Officers Officers’ Certificate of the Company stating that the signers signers, on behalf of the Company, have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of the 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 the Officers 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 Company the Borrower or any other Loan Party has taken, is are taking and proposes propose to take with respect thereto; and (iib) a Compliance Certificate demonstrating in reasonable detail compliance (as determined in accordance with GAAP) during and at the end of such the applicable accounting periods with the restrictions contained in subsections 6.1, 6.2, 6.3, 6.5, and 6.6 and, in addition, a written statement of the chief accounting officer, chief financial officer or controller of Company describing in reasonable detail the differences between the financial information contained in such financial statements and the information contained in the Compliance Certificate relating to Company s compliance with subsection 6.5Section 7;

Officers' and Compliance Certificates. (a) together with each delivery of financial statements of Company and its Subsidiaries Borrower pursuant to subsection 5.1.A subdivisions (ii) and subsection 5.1.B (iii) above, (i) an Officers Officers' Certificate of Company Borrower stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Company 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 the Officers 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 Company 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 (as determined in accordance with GAAP) during and at the end of such the applicable accounting periods with the restrictions contained in subsections 6.1, 6.2, 6.3, 6.5, Sections 7.6 and 6.6 and, in addition, a written statement of the chief accounting officer, chief financial officer or controller of Company describing in reasonable detail the differences between the financial information contained in such financial statements and the information contained in the Compliance Certificate relating to Company s compliance with subsection 6.5;7.8; (v)

Officers' and Compliance Certificates. together with each delivery of financial statements of Company and its Subsidiaries pursuant to subsection 5.1.A and subsection 5.1.B above, subdivisions (i) and (ii) above, an Officers Officer's Certificate of Company stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under 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 signers do not have knowledge of the existence as at the date of the Officers such 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 Company has taken, is taking and proposes to take with respect thereto; and together with each delivery of the financial statements of Company and its Subsidiaries pursuant to SUBDIVISION (ii) above, a Compliance Certificate demonstrating in reasonable detail compliance (as determined in accordance with GAAP) during and at the end of such the applicable accounting periods with the restrictions contained in subsections 6.1, 6.2, 6.3, 6.5, and 6.6 and, in addition, a written statement of the chief accounting officer, chief financial officer or controller of Company describing in reasonable detail the differences between the financial information contained in such financial statements and the information contained in the Compliance Certificate relating to Company s compliance with subsection 6.5SECTION 6;

Officers' and Compliance Certificates. together Together with each delivery of financial statements of Company and its Subsidiaries the Consolidated Companies pursuant to subsection 5.1.A Sections 5.1(a) and subsection 5.1.B above5.1(b), (i) an Officers Officers’ Certificate of Company Borrower stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries the Companies 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 of the date of the Officers such Officers’ Certificate, of any condition or event which that constitutes an Event of a Potential 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 Borrower has taken, is taking taking, and proposes to take with respect thereto; and , (ii) a Compliance Certificate demonstrating in reasonable detail compliance (as determined in accordance with GAAP) during and at the end of such the applicable accounting periods with the restrictions contained in subsections 6.1, 6.2Sections 5.11, 6.3, 6.5and 6.4, and 6.6 and, (iii) a summary in addition, a written statement form and detail acceptable to Administrative Agent showing the status and performance of each of Borrower’s Real Estate Investments during and at the end of the chief applicable accounting officer, chief financial officer or controller of Company describing in reasonable detail the differences between the financial information contained in such financial statements and the information contained in the Compliance Certificate relating to Company s compliance with subsection 6.5periods;

Officers' and Compliance Certificates. (a) together with each delivery of financial statements of Company and its Subsidiaries pursuant to subsection 5.1.A subdivisions (i), (ii) and subsection 5.1.B (iii) above, (i) an Officers Officers' Certificate of Company stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under 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 signers do not have knowledge of the existence as at the date of the Officers 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 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 (x) pursuant to subdivision (i) above for the months ended April 30, 1996, May 31, 1996 and June 30, 1996 and subdivisions (ii) and (iii) above and (y) 40 days after the end of each Fiscal Year, a Compliance Certificate demonstrating in reasonable detail compliance (as determined in accordance with GAAP) during and at the end of such the applicable accounting periods with the restrictions contained in subsections 6.1, 6.2, 6.3, 6.5, and 6.6 and, in addition, a written statement of the chief accounting officer, chief financial officer or controller of Company describing in reasonable detail the differences between the financial information contained in such financial statements and the information contained in the Compliance Certificate relating to Company s compliance with subsection 6.5Section 7;

Officers' and Compliance Certificates. together with each delivery of financial statements of Company and its Subsidiaries pursuant to subsection 5.1.A subdivisions (ii) and subsection 5.1.B (iii) above, (i1) an Officers Officer's Certificate of Company stating that the signers have signer has reviewed the terms of this 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 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 the Officers such 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 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 (ii3) a Compliance Certificate demonstrating in reasonable detail compliance (as determined in accordance with GAAP) during and at the end of such the applicable accounting periods with the restrictions contained in subsections 6.1Section 7, 6.2, 6.3, 6.5, including without limitation the amount of Debt Repurchases and 6.6 and, in addition, a written statement of the chief accounting officer, chief financial officer or controller of Company describing in reasonable detail the differences between the financial information contained in such financial statements and the information contained in the Compliance Certificate relating to Company s compliance with subsection 6.5Acquisition Expenditures;

Officers' and Compliance Certificates. (a) together with each delivery of financial statements of Company and its Subsidiaries pursuant to subsection 5.1.A and subsection 5.1.B above, subdivisions (i) and (ii) above, an Officers Officers' Certificate of Company stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under 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 signers do not have actual knowledge of the existence as at the date of the Officers 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 Company has taken, is taking and proposes to take with respect thereto; and (iib) 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 (as determined in accordance with GAAPX) during and at the end of such the applicable accounting periods with the restrictions contained in subsections 6.17.1, 6.27.3, 6.3, 6.5, 7.4 and 6.6 and, in addition, a written statement 7.5 and (Y) at the end of the chief applicable accounting officer, chief financial officer or controller of Company describing in reasonable detail periods with the differences between the financial information restrictions contained in such financial statements and the information contained in the Compliance Certificate relating to Company s compliance with subsection 6.57.6;

Officers' and Compliance Certificates. (a) together with each delivery of financial statements of Company and its Subsidiaries Borrower pursuant to subsection 5.1.A subdivisions (ii) and subsection 5.1.B (iii) above, (i) an Officers Officers’ Certificate of Company Borrower stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Company 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 the Officers 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 Company 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 (as determined in accordance with GAAP) during and at the end of such the applicable accounting periods with the restrictions contained in subsections 6.1, 6.2, 6.3, 6.5, Sections 7.6 and 6.6 and, in addition, a written statement of the chief accounting officer, chief financial officer or controller of Company describing in reasonable detail the differences between the financial information contained in such financial statements and the information contained in the Compliance Certificate relating to Company s compliance with subsection 6.57.8;

Officers' and Compliance Certificates. (a) together with each delivery of financial statements of Company and its Subsidiaries pursuant to subsection 5.1.A subdivisions (ii) and subsection 5.1.B (iii) above, (i1) an Officers Officers' Certificate of Company stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under 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 signers do not have knowledge of the existence as at the date of the Officers 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 Company has taken, is taking and proposes to take with respect thereto; and (ii2) a Compliance Certificate duly executed and duly completed in all respects; and (b) 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 (as determined in accordance with GAAP) during and at the end derivation of such accounting periods with the restrictions contained in subsections 6.1, 6.2, 6.3, 6.5, and 6.6 and, in addition, a written statement of the chief accounting officer, chief financial officer or controller of Company describing in reasonable detail the differences between the financial information contained in such financial statements and the information contained in the Compliance Certificate relating to Company s compliance with subsection 6.5Consolidated Excess Cash Flow;