Common use of Officer’s Compliance Certificate Clause in Contracts

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, an Officer’s Compliance Certificate.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a6.1(a) or (b) and at such other times as the Administrative an Agent shall reasonably requestrequest or the Borrower shall elect, an Officer’s Compliance Certificate.a certificate on behalf of the Borrower of the president or the treasurer of the General Partner in the form of Exhibit D.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, an Officer’s Compliance Certificate.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections Section 7.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request), an Officer’s Compliance Certificate.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(aSection 8.1(a) or (b) and at such other times as a certificate of a Responsible Officer in the Administrative Agent shall reasonably request, form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, an Officer’s 's Compliance Certificate.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Borrower in the form of Exhibit F attached hereto (an “Officer’s Compliance Certificate”).

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request), an Officer’s Compliance Certificate.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections Section 7.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, an Officer’s Compliance Certificate.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a6.1(a)(ii) or (b6.1(b) and at such other times as the Administrative Agent shall reasonably request, request a certificate of the chief financial officer or the treasurer of Borrower in the form of Exhibit I attached hereto (an "Officer’s 's Compliance Certificate."):

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(aSection 8.1(a) or (b) and at such other times as a certificate of a Responsible Officer in the Administrative Agent shall reasonably request, form of Exhibit F attached hereto (an “Officer’s Compliance Certificate”).

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Borrower in the form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request), an Officer’s Compliance Certificate.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(aSection 8.1(a) or (b8.1(b) and at such other times as the Administrative Agent shall reasonably request, an Officer’s Compliance CertificateCertificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a6.1(a)(ii) or (b6.1(b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of Borrower in the form of Exhibit I attached hereto (an "Officer’s 's Compliance Certificate."):

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a6.1(a) or (b) and at such other times as ), a certificate of the Administrative Agent shall reasonably request, chief financial officer of AHL in the form of Exhibit D attached hereto (an "Officer’s 's Compliance Certificate."):

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a7.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Company in the form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a) or ,(b) and at such other times as or (c), a certificate of the Administrative Agent shall reasonably request, chief financial officer or the treasurer of the Borrower in the form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(aSection 6.12(a), (b) or (bc) and at such other times as the Administrative Agent Lender shall reasonably request, but in no event less than quarterly, a certificate of the chief executive officer or chief financial officer (or controller or treasurer) of Borrower in the form of Exhibit B attached hereto (an “Officer’s Compliance Certificate”).

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably requestrequest (including, without limitation, in connection with any Permitted Acquisition), a certificate of the chief financial officer or the treasurer of the Borrower in the form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections Section 7.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, an Officer’s 's Compliance Certificate.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, an Officer’s 's Compliance Certificate.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(aSection 8.1(a) or (bSection 8.1(b) and at such other times as the Administrative Agent shall reasonably request, an Officer’s Compliance Certificate.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a7.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Borrower in the form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial -------------------------------- statements are delivered pursuant to Sections 7.1(a7.1 (a) or (b) and at such other times as ), a certificate of the Administrative Agent shall reasonably request, chief financial officer or the treasurer of the Borrower in the form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate."). ---------

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a7.01(b) or (b) and at such other times d), a certificate of a Financial Officer of Inergy, L.P. or the Borrower, as applicable, in the Administrative Agent shall reasonably request, form of Exhibit E hereto (an “Officer’s Compliance Certificate”).

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(aSection 7.1(b) or (bSection 7.1(c) hereof and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of Urban in the form of Exhibit E attached hereto (an “Officer’s Compliance Certificate”).

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Borrower in the form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a6.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of Longhorn in the form of Exhibit E attached hereto (an "Officer’s 's Compliance Certificate."):

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a) or (b) and at such other times as ), a certificate of any Authorized Officer of ACC in the Administrative Agent shall reasonably request, form of Exhibit E attached hereto (an "Officer’s 's Compliance Certificate."):

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a6.1(a) or (b) and at such other times as the Administrative Agent Lender shall reasonably request, an Officer’s Compliance Certificate.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(aSection 8.1(a) or (bSection 8.1(b) hereof and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer of Interpool in the form of Exhibit F attached hereto (an “Officer’s Compliance Certificate”).

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Company in the form of Exhibit F attached hereto (an “Officer’s Compliance Certificate”).

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Borrower in the form of Exhibit E attached hereto (an “Officer’s Compliance Certificate”).

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Borrower in the form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate."):

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a7.01(a) or (b) and at such other times as the Administrative Agent Lender shall reasonably request, a certificate of the chief financial officer or the treasurer of the Borrower in the form of Exhibit D attached hereto (an “Officer’s Compliance Certificate”).

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, an Officer’s Compliance Certificate.. 2270524.10 LIB: CHARLOTTE

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Borrowers in the form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a7.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Borrower in the form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate."):

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a) or (b) and at such other times as the Administrative Agent shall reasonably requestrequest following receipt of any notice pursuant to Section 7.5, an Officer’s Compliance Certificate.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(aSection 8.1(a) or (b8.1(b) and at such other times as the Administrative Agent shall reasonably request, an Officer’s Compliance Certificate.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a6.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief executive officer or chief financial officer (or other officer thereof acceptable to the Agent) of the Borrower in the form of Exhibit D attached hereto (an Officer’s "Officers Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(aSection 7.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Borrower in the form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably requestrequest (including, without limitation, in connection with any Permitted Acquisition), a certificate of a Responsible Officer of the Borrower in the form of Exhibit F (an “Officer’s Compliance Certificate”).

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a) or (b7.1(b) and at such other times as the Administrative Agent shall reasonably request, an Officer’s Compliance Certificate.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a6.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Borrower in the form of Exhibit E attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(aSection 8.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request), an Officer’s Compliance Certificate.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(aSection 8.1 (a) or (b) and at such other times as a certificate of a Responsible Officer in the Administrative Agent shall reasonably request, form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At Commencing with the fiscal quarter ending December 31, 2002, at each time financial statements are delivered pursuant to Sections 7.1(a8.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Borrower in the form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial -------------------------------- statements are delivered pursuant to Sections 7.1(a8.1(a) or (b) and at such other times as the Administrative Agent shall reasonably requestrequest (including, without limitation, in connection with any Permitted Acquisition pursuant to Section 11.4), a certificate of the chief financial officer or the treasurer of the Company, on behalf of the Borrowers, in the form of Exhibit F attached hereto --------- (an "Officer’s 's Compliance Certificate.")

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer, the controller or the treasurer of the Borrower in the form of Exhibit F attached hereto (an “Officer’s Compliance Certificate”).

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a7.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Borrower in the form of Exhibit "H" attached hereto (an "Officer’s 's Compliance Certificate."):

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, an Officer’s 's Compliance Certificate.. LEGAL02/32557961v11

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, an Officer’s Compliance Certificate.. 43360385_8

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a7.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of GTA in the form of Exhibit E attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request), an Officer’s 's Compliance Certificate.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a7.1 (a) or (b), the Borrower shall deliver to the Agent (which shall forward copies to the Lenders) and at such other times as a certificate of the Administrative Agent shall reasonably request, chief financial officer or the treasurer of the Borrower in the form of Exhibit I attached hereto (including Schedule 1 thereto) with the blanks therein appropriately completed (an “Officer’s Compliance Certificate”).

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, an Officer’s 's Compliance CertificateCertificate and an accompanying schedule setting forth all the earn-out obligations and deferred payments in connection any Permitted Acquisitions."

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a) Paragraphs 7.1.1, 7.1.2, or (b) 7.1.3 and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Borrowers in the form of Exhibit E attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a7.1 (a) or (b) and at such other times as a certificate of a Responsible Officer in the Administrative Agent shall reasonably request, form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a6.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of each Credit Party in the form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a5.1(a)(ii) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of Parent in the form of Exhibit H attached hereto (an "Officer’s 's Compliance Certificate."):

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a7.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Borrower in the form of Exhibit G attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements reports are delivered pursuant to Sections 7.1(a7.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Borrower in the form of Exhibit F attached hereto (an “Officer’s Compliance Certificate”).

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a6.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the principal financial and accounting officer or the treasurer of the Borrowers in the form of Exhibit E attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1(a) or (b) and at such other times as either of the Administrative Agent Agents shall reasonably request, a certificate of the chief financial officer or the treasurer of the Domestic Borrower in the form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a) Paragraphs 7.1.1, 7.1.2, or (b) 7.1.3 and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Borrowers in the form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(aSection 7.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of a Responsible Officer of CT in the form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections Section 7.1(a) or (bSection 7.1(b) hereof and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of Urban in the form of Exhibit E attached hereto (an “Officer’s Compliance Certificate”).

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(aSection 8.1(a) or (b) and at such other times as a certificate of a Responsible Officer in the Administrative Agent shall reasonably request, form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate."). SECTION 8.3

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Company in the form of Exhibit F attached hereto (an “Officer’s Compliance Certificate”).

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(aSection 7.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of GTA in the form of Exhibit E attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a6.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of BREED in the form of Exhibit E attached hereto (an "Officer’s 's Compliance Certificate."):

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1(a) or (b) and at such other times as the Administrative Agent shall reasonably requestrequest (including, without limitation, in connection with any Permitted Acquisition pursuant to Section 11.4), a certificate of the chief financial officer, vice-president-finance or the treasurer of the Borrower in the form of Exhibit F attached hereto (an “Officer’s Compliance Certificate.”)

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1(a) or (b) and at such other times as the Administrative Agent shall reasonably requestrequest (including, without limitation, in connection with any Permitted Acquisition pursuant to Section 11.4), a certificate of the chief financial officer or the treasurer of the Company, on behalf of the Borrowers, in the form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate.")

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, an Officer’s Compliance CertificateCertificate and an accompanying schedule setting forth all the earn-out obligations and deferred payments in connection any Permitted Acquisitions.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a6.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, an Officer’s 's Compliance Certificate.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1 (a), (b) or (bc) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Borrower in the form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of each Borrower in the form of Exhibit G attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a) or and (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief executive officer or chief financial officer of the Managing General Partner on behalf of the Borrower (or other officer reasonably acceptable to the Administrative Agent) in the form of Exhibit E attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Domestic Borrower in the form of Exhibit F attached hereto (an “Officer’s Compliance Certificate”).

Officer’s Compliance Certificate. At each time financial -------------------------------- statements are delivered pursuant to Sections 7.1(a7.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Company, on behalf of the Borrowers, in the form of Exhibit F attached hereto (an "Officer’s 's Compliance --------- Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1(a) or (b) and at such other times as required by the Administrative Agent shall reasonably requestterms of this Agreement, an Officer’s Compliance CertificateCertificate (which shall include, without limitation, a calculation of the Eligible Account Amount for the applicable period then ended).

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1 (b) or (b) c), and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Parent in the form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Company in the form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a7.1 (a) or (b), the Borrower shall deliver to the Agent (which shall forward copies to the Lenders) and at such other times as a certificate of the Administrative Agent shall reasonably request, chief financial officer or the treasurer of the Borrower in the form of Exhibit I attached hereto (including Schedule 1 thereto) with the blanks therein appropriately completed (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of a Responsible Officer in the form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a6.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, an Officer’s Compliance Certificate.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(aSection 8.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, an Officer’s 's Compliance Certificate.. SECTION 8.3

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a7.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief executive officer, the chief financial officer or the treasurer of ShoLodge in the form of Exhibit E attached hereto (an "Officer’s 's Compliance Certificate."):

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a7.1 (a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Borrower in the form of Exhibit D attached hereto (an "Officer’s 's Compliance Certificate."):

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, an Officer’s Compliance Certificate.. Section 7.3

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(aSection 8.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, an Officer’s Compliance Certificate.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a8.1 (b) or (bc) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of each Borrower in the form of Exhibit G attached hereto (an "Officer’s 's Compliance Certificate."). SECTION 8.3

Officer’s Compliance Certificate. At each time Concurrently with the delivery of the financial statements are delivered pursuant referred to in Sections 7.1(a) or and 7.1(b) above, a certificate of a Responsible Officer stating that, to the best of such Responsible Officer's knowledge and belief, (bi) and at such other times as the Administrative Agent shall reasonably request, an Officer’s Compliance Certificate.financial statements fairly present in all material respects the financial condition

Officer’s Compliance Certificate. At each time financial -------------------------------- statements are delivered pursuant to Sections 7.1(a8.1 (a) or (b) and at such other times as ), a certificate of the Administrative Agent shall reasonably request, chief financial officer or the treasurer of the Borrower in the form of Exhibit F hereto (an "Officer’s 's Compliance Certificate"), with the blanks --------- therein appropriately completed.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(aSection 6.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request), an Officer’s Compliance Certificate.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a6.1(a) or (b) and at such other times as the Administrative an Agent shall reasonably requestrequest or the Borrower shall elect, an Officer’s Compliance Certificate.a certificate on behalf of the Borrower of the chief financial officer or the treasurer of the Borrower in the form of Exhibit D.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a7.1 (a) or (b) and at such other times as the Administrative Agent Agents shall reasonably request, a certificate of the chief financial officer or the treasurer of the Borrower in the form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate").

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to Sections 7.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, a certificate of the chief financial officer, the controller or the treasurer of the Borrower in the form of Exhibit F attached hereto (an "Officer’s 's Compliance Certificate").