Common use of Officers’ Certificate of the Issuers Regarding Indenture Clause in Contracts

Officers’ Certificate of the Issuers Regarding Indenture. An Officer’s certificate of each of the Issuers stating that, to the best of the signing Officer’s knowledge, the Issuer or Co-Issuer, as applicable, is not in default under this Indenture and that the issuance of the Notes applied for by it will not result in a default or a breach of any of the terms, conditions or provisions of, or constitute a default under, its Organizational Documents, any indenture or other agreement or instrument to which it is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which it is a party or by which it may be bound or to which it may be subject; that all conditions precedent provided herein relating to the authentication and delivery of the Notes have been complied with; and that all expenses due or accrued with respect to the offering of such Notes or relating to actions taken on or in connection with the Closing Date have been paid or reserves therefor have been made. The Officer’s certificates of each of the Issuers shall also state that, to the best of the signing Officer’s knowledge, all of the Issuer’s or Co-Issuer’s, as applicable, representations and warranties contained herein are true and correct as of the Closing Date.

Officers’ Certificate of the Issuers Regarding Indenture. An Officer’s certificate of each of the Issuers stating that, to the best of the signing Officer’s knowledge, the Issuer or Co-Issuer, Issuer (as applicable, ) is not in default under this Indenture or the Credit Agreement and that the issuance of the Notes and the incurrence of the Class A Loans applied for by it will not result in a default or a breach of any of the terms, conditions or provisions of, or constitute a default under, its Organizational Documents, any indenture or other agreement or instrument to which it is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which it is a party or by which it may be bound or to which it may be subject; that all conditions precedent provided herein relating to the authentication and delivery of the Notes (or in the case of the Co-Issuer, the Co-Issued Debt only) and the Incurrence of the Class A Loans applied for by it have been complied with; and that all expenses due or accrued with respect to the offering Offering of such Notes (or in the case of the Co-Issuer, the Co-Issued Debt only) or relating to actions taken on or in connection with the Closing Date have been paid or reserves therefor have been made. The Officer’s certificates of each of the Issuers shall also state that, to the best of the signing Officer’s knowledge, all of the Issuer’s or Co-Issuer’s, ’s (as applicable, ) representations and warranties contained herein are true and correct as of the Closing Date.

Officers’ Certificate of the Issuers Regarding Indenture. An Officer’s certificate of each of the Issuers stating that, to the best of the signing Officer’s knowledge, the Applicable Issuer or Co-Issuer, as applicable, is not in default under this Indenture and that the issuance of the Notes applied for by it and the incurrence of the Class A-2 Loans will not result in a default or a breach of any of the terms, conditions or provisions of, or constitute a default under, its Organizational Documentsorganizational documents, any indenture or other agreement or instrument to which it is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which it is a party or by which it may be bound or to which it may be subject; that all conditions precedent provided herein in this Indenture relating to the authentication and delivery of the Notes applied for by it and the incurrence of the Class A-2 Loans have been complied with; and that all expenses due or accrued with respect to the offering Offering of such Notes or the incurrence of the Class A-2 Loans or relating to actions taken on or in connection with the Closing Date have been paid or reserves therefor have been made. The Officer’s certificates of each certificate of the Issuers Issuer shall also state that, to the best of the signing Officer’s knowledge, that all of the Issuer’s or Co-Issuer’s, as applicable, its representations and warranties contained herein are true and correct as of the Closing DateDate in all material respects, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.