Common use of Officers' and Compliance Certificates Clause in Contracts

Officers' and Compliance Certificates. together with each delivery of financial statements pursuant to Sections 5.1(ii) and 5.1(iii) above and promptly following the completion of the audit examination of each Fiscal Year by Borrower’s independent certified public accountants, (a) an Officer’s Certificate of 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 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 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 restrictions contained in Section 6;

Officers' and Compliance Certificates. (a) together with each delivery of financial statements of each Borrower and its Subsidiaries pursuant to Sections 5.1(iisubdivisions (i), (ii) and 5.1(iii(iii) above and promptly following the completion of the audit examination of each Fiscal Year by Borrower’s independent certified public accountantsabove, (a) an Officer’s Officers' Certificate of Borrower 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 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 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 has Borrowers have taken, is are taking and proposes propose to take with respect thereto thereto; and (b) together with each delivery of financial statements pursuant to subdivision (ii) and (iii) above, a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 6;7; 110

Officers' and Compliance Certificates. together with each delivery of financial statements of Borrower and its Subsidiaries pursuant to Sections 5.1(iisubdivisions (a), (b) and 5.1(iii(c) above and promptly following the completion of the audit examination of each Fiscal Year by Borrower’s independent certified public accountantsabove, (ai) an Officer’s 's Certificate of Borrower duly executed by an executive officer of Borrower 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 or her supervision, a review in reasonable detail of the transactions and condition of 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 Borrower and its Subsidiaries do the signer does not have knowledge of the existence as at the date of such Officer’s '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 thereto; and (bii) a Compliance Certificate duly executed by an executive officer of Borrower demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section SECTION 6;

Officers' and Compliance Certificates. together with each delivery of financial statements pursuant to Sections 5.1(iisubsections 6.1(ii) and 5.1(iii6.1(iii) above and promptly following the completion of the audit examination of each Fiscal Year by BorrowerParent’s independent certified public accountants, (a) an Officer’s Certificate of Parent and 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 Parent, Borrower and its their Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that Parent, Borrower and its their 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 Parent, Borrower or any of its their 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 restrictions contained in Section 67;

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of the Borrower Group pursuant to Sections 5.1(iiparagraphs (ii) and 5.1(iii(iii) above and promptly following the completion of the audit examination of each Fiscal Year by Borrower’s independent certified public accountantsabove, (a) an Officer’s 's Certificate executed by the chief financial officer or treasurer of Borrower the Parent and FiberNet stating that such officer, on behalf of the signers have Borrower Group, has reviewed the terms of this Agreement and have has made, or caused to be made under their its supervision, a review in reasonable detail of the transactions and condition of the Borrower and its Subsidiaries Group 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 such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event that constitutes an Event of Default or a 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 each member of the Borrower or any of its Subsidiaries Group 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 restrictions contained in Section 6;Article V and VI; --------- --

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 Sections 5.1(iiclauses (ii) and 5.1(iii(iii) above and promptly following the completion of the audit examination of each Fiscal Year by Borrower’s independent certified public accountantsabove, (a) an Officer’s Officers’ Certificate of Borrower 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 Borrower 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 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 the Borrower or any of its Subsidiaries other Loan Party has taken, is are taking and proposes propose to take with respect thereto thereto; and (b) a Compliance 130 Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 67;

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of Holdings and its Subsidiaries pursuant to Sections 5.1(iisubdivisions (ii) and 5.1(iii(iii) above and promptly following the completion of the audit examination of each Fiscal Year by Borrower’s independent certified public accountantsabove, (a) an Officer’s Officers' Certificate of Borrower Holdings 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 Borrower 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 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 Holdings or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto thereto; and (b) a Compliance Certificate of Holdings demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 67, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period;

Officers' and Compliance Certificates. together with each delivery of financial statements of Holdings and its Subsidiaries pursuant to Sections 5.1(iisubdivisions (i) and 5.1(iii(ii) above and promptly following the completion of the audit examination of each Fiscal Year by Borrower’s independent certified public accountantssubdivision (xviii), below, (a) an Officer’s Officers' Certificate of Borrower Holdings 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 Borrower 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 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 Holdings has taken, is taking and proposes to take with respect thereto thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 67, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period;

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of the Borrower and each of its Subsidiaries pursuant to Sections 5.1(iiparagraphs (i) and 5.1(iii(ii) above and promptly following the completion of the audit examination of each Fiscal Year by Borrower’s independent certified public accountantsabove, (a) an Officer’s 's Certificate executed by the chief financial officer or treasurer of the Borrower stating that such officer, on behalf of the signers have Borrower, has reviewed the terms of this Agreement and have has made, or caused to be made under their its supervision, a review in reasonable detail of the transactions and condition of the Borrower and each of 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 such officer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event that constitutes an Event of Default or a 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 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 restrictions contained in Section 6;Article ------- V and VI; --------

Officers' and Compliance Certificates. together with each delivery of financial statements of CapStar and its Subsidiaries pursuant to Sections 5.1(iisubdivisions (i), (ii) and 5.1(iii(iii) above and promptly following the completion of the audit examination of each Fiscal Year by Borrower’s independent certified public accountantsabove, (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 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 Borrower CapStar and its Subsidiaries during the accounting period covered by such financial statements and that statements, (2) such review has not disclosed the existence of any Event of Default or Potential Event of Default during or at the end of such accounting period, and that Borrower and its Subsidiaries do (3) the signer does 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 CapStar and the Borrower or any of its Subsidiaries has have taken, is are taking and proposes propose to take with respect thereto 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 Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained covenants set forth in Section 6subsection 6.6;