Common use of Officers' and Compliance Certificates Clause in Contracts

Officers' and Compliance Certificates. (a) together with each delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, 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 actual knowledge of the existence as at the date of such 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) 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 restrictions contained in subsections 7.1, 7.3(v) and 7.5 and (Y) at the end of the applicable accounting periods with the restrictions contained in subsection 7.6, and setting forth in reasonable detail the calculation of Consolidated EBITDA for the four Fiscal Quarter period ending on the date of the end of such accounting period and the Interest Coverage Ratio as of such date;

Officers' and Compliance Certificates. (a) together with each delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (i), ) and (ii) and (iii) above, (a) 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 actual knowledge of the existence as at the date of such 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) 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 restrictions contained in subsections 7.1Section 7, 7.3(v) and 7.5 and (Y) except that with respect to the restrictions contained in subsection 7.6, such Compliance Certificate shall demonstrate in reasonable detail compliance at the end of the applicable accounting periods with the restrictions contained in subsection 7.6, and setting forth in reasonable detail the calculation of Consolidated EBITDA for the four Fiscal Quarter period ending on the date of the end of such accounting period and the Interest Coverage Ratio as of such dateonly;

Officers' and Compliance Certificates. (a) together with each ------------------------------------- delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (i), ) and (ii) and (iii) above, (a) 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 actual knowledge of the existence as at the date of such 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) 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 restrictions contained in subsections 7.1Section 7, 7.3(v) and 7.5 and (Y) except that with respect to the restrictions contained in subsection 7.6, such Compliance Certificate shall demonstrate in reasonable detail compliance at the end of the applicable accounting periods with the restrictions contained in subsection 7.6, and setting forth in reasonable detail the calculation of Consolidated EBITDA for the four Fiscal Quarter period ending on the date of the end of such accounting period and the Interest Coverage Ratio as of such dateonly;

Officers' and Compliance Certificates. (a) together with each ------------------------------------- delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (i), ) and (ii) and (iii) above, (a) 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 actual knowledge of the existence as at the date of such 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) 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 restrictions contained in subsections 7.1Section 7, 7.3(v) and 7.5 and (Y) in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting periods with the restrictions contained in subsection 7.6, and setting forth in reasonable detail the calculation of Consolidated EBITDA for the four Fiscal Quarter period ending on the date of the end of such accounting period and the Interest Coverage Ratio as of such dateperiod;

Officers' and Compliance Certificates. (a) together with each delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, 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 actual knowledge of the existence as at the date of such 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) 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 restrictions contained in subsections 7.1, 7.3(v) 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, and setting forth in reasonable detail the calculation of Consolidated EBITDA for the four Fiscal Quarter period ending on the date of the end of such accounting period and the Interest Coverage Ratio as of such date;

Officers' and Compliance Certificates. (a) together with each delivery of financial statements of Company the Borrower and its Subsidiaries (or Restricted Subsidiaries, as the case may be) pursuant to subdivisions clauses (i), ) and (ii) and (iii) above, (a) an Officers' ’ Certificate of Company the Borrower stating that the signers signers, on behalf of the Borrower, 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 the Borrower and its Subsidiaries (or Restricted Subsidiaries, as the case may be) 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 such 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 the Borrower or any other Loan Party has taken, is are taking and proposes propose 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 restrictions contained in subsections 7.1, 7.3(v) and 7.5 and (Y) at the end of the applicable accounting periods with the restrictions contained in subsection 7.6, and setting forth in reasonable detail the calculation of Consolidated EBITDA for the four Fiscal Quarter period ending on the date of the end of such accounting period and the Interest Coverage Ratio as of such dateSection 7;

Officers' and Compliance Certificates. (a) together with each delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, 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 actual knowledge of the existence as at the date of such 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) together with each delivery of financial statements of Company and its Subsidiaries pursuant to subdivision subdivisions (iii) and (iii) above, a Compliance Certificate demonstrating in reasonable detail compliance (X) during and at the end of the applicable accounting periods with the restrictions contained in subsections 7.1, 7.3(v) and 7.5 and (Y) at the end of the applicable accounting periods with the restrictions contained in subsection 7.6, and setting forth in reasonable detail the calculation of Consolidated EBITDA for the four Fiscal Quarter period ending on the date of the end of such accounting period and the Interest Coverage Ratio as of such dateSection 7;

Officers' and Compliance Certificates. (a) together with each delivery ------------------------------------- of financial statements of Company and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, (a) 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 actual knowledge of the existence as at the date of such 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 Borrower 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 restrictions contained in subsections 7.1, 7.3(v) Section 7 and 7.5 and (Y) at calculating the end of the applicable accounting periods with the restrictions contained in subsection 7.6, and setting forth in reasonable detail the calculation of Consolidated EBITDA for the four Fiscal Quarter period ending on the date of the end of such accounting period and the Interest Coverage Leverage Ratio as of the last day such dateimmediately preceding Fiscal Quarter for purposes of determining the Applicable Base Rate Margin and the Applicable Eurodollar Rate Margin;