Common use of Officer’s Compliance Certificate Clause in Contracts

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to clause (i) or (ii) of Section 5.01(a), a certificate of the chief financial officer or treasurer of the Borrower in the form of Exhibit I attached hereto (an "Officer's Compliance Certificate"): (i) stating that such officer has reviewed such financial statements and such statements fairly present the financial condition of the Borrower and its Subsidiaries as of the dates indicated and the results of its operations and cash flows for the periods indicated; (ii) stating that to such officer's knowledge, based on a reasonable examination sufficient to enable him to make an informed statement, no Default, or, if such is not the case, specifying such Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default; (iii) setting forth a list of the Material Subsidiaries and the percent of total revenues of the Borrower and its Subsidiaries and percent of total assets of the Borrower and its Subsidiaries which each such Material Subsidiary represents; and (iv) setting forth as at the end of such Fiscal Quarter or Fiscal Year, as the case may be, the calculations required to establish whether or not the Borrower and its Subsidiaries were in compliance with the financial covenant set forth in Section 5.20 hereof as at the end of each respective period.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to clause Sections 7.1 (ia) or (iib) of Section 5.01(a)and at such other times as the Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Borrower in the form of Exhibit I "H" attached hereto (an "Officer's Compliance Certificate"): (ia) stating that such officer has reviewed such financial statements and such statements fairly present the financial condition of the Borrower and its Subsidiaries as of the dates indicated and the results of its operations and cash flows for the periods indicated; (iib) stating that to such officer's knowledge, based on a reasonable examination sufficient to enable him to make an informed statement, no DefaultDefault or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default or Event of Default; (iii) setting forth a list of the Material Subsidiaries and the percent of total revenues of the Borrower and its Subsidiaries and percent of total assets of the Borrower and its Subsidiaries which each such Material Subsidiary represents; and (ivc) setting forth as at the end of such Fiscal Quarter Month, Fiscal Quarter, or Fiscal Year, as the case may be, the calculations required to establish whether or not the Borrower and its Subsidiaries were in compliance with the financial covenant covenants set forth in Section 5.20 Article IX hereof as at the end of each respective period, and, with the delivery of the 67 calculations as at the end of any Fiscal Quarter or Fiscal Year, the actual Coverage Ratio and Leverage Ratio for purposes of calculating the Applicable Margin for Tranche I Loans.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to clause Section 7.1 (ia) or (ii) of Section 5.01(ab), the Company will provide a certificate of the chief financial officer or treasurer a Responsible Financial Officer of the Borrower Company in the form of Exhibit I B attached hereto (an "Officer's Compliance Certificate"): (ia) stating that such officer has reviewed such financial statements and such statements fairly present in all material respects the financial condition of the Borrower Company and its Subsidiaries as of the dates indicated and the results of its operations and cash flows for the periods indicated; (iib) stating that to the best of such officer's knowledge, based on a reasonable examination sufficient to enable him to make an informed statement, no DefaultDefault or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower Borrowers with respect to such Default or Event of Default; (iii) setting forth a list of the Material Subsidiaries and the percent of total revenues of the Borrower and its Subsidiaries and percent of total assets of the Borrower and its Subsidiaries which each such Material Subsidiary represents; and (ivc) setting forth as at the end of such Fiscal Quarter fiscal quarter or Fiscal Year, as the case may be, the calculations required to establish whether or not the Borrower Company and its Subsidiaries were in compliance with the financial covenant covenants set forth in Section 5.20 Article VIII hereof as at the end of each respective period, and the calculation of the Applicable Percentage for LIBOR Loans and Unused Fee as at the end of each respective period.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to clause (iSections 7.1(a) or (iib) of Section 5.01(a)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 I F attached hereto (an "Officer's Compliance Certificate"): (ia) stating that such officer has reviewed such financial statements and such statements fairly present the financial condition of the Borrower and its Subsidiaries as of the dates indicated and the results of its their operations and cash flows for the periods indicated; (iib) stating that to such officer's knowledge, based on a reasonable examination sufficient to enable him to make an informed statementexamination, no DefaultDefault or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default or Event of Default; (iii) setting forth a list of the Material Subsidiaries and the percent of total revenues of the Borrower and its Subsidiaries and percent of total assets of the Borrower and its Subsidiaries which each such Material Subsidiary represents; and (ivc) setting forth as at the end of such Fiscal Quarter fiscal quarter or Fiscal Year, as the case may be, the calculations required to establish whether or not the Borrower and its Subsidiaries were in compliance with the financial covenant covenants set forth in Section 5.20 hereof Article IX as at the end of each respective period, the calculation of the Applicable Margin pursuant to Section 4.1(c) as at the end of each respective period, and the calculation of the total assets of each Subsidiary of the Borrower for the purpose of determining which Subsidiaries are Material Subsidiaries.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to clause (i) or (ii) of Section 5.01(a), a certificate of the chief financial officer or treasurer of the Borrower in the form of Exhibit I E attached hereto (an "Officer's Compliance Certificate"): (i) stating that such officer has reviewed such financial statements and such statements fairly present the financial condition of the Borrower and its Subsidiaries as of the dates indicated and the results of its operations and cash flows for the periods indicated; (ii) stating that to such officer's knowledge, based on a reasonable examination sufficient to enable him to make an informed statement, no Default, or, if such is not the case, specifying such Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default; (iii) setting forth a list of the Material Subsidiaries and the percent of total revenues of the Borrower and its Subsidiaries and percent of total assets of the Borrower and its Subsidiaries which each such Material Subsidiary represents; and (iv) setting forth as at the end of such Fiscal Quarter or Fiscal Year, as the case may be, the calculations required to establish whether or not the Borrower and its Subsidiaries were was in compliance with the financial covenant set forth in Section 5.20 5.19 hereof as at the end of each respective period.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to clause (iSections 7.1(a) or (iib) of Section 5.01(a)and at such other times as the Lead Agents shall reasonably request, a certificate of the chief executive officer, chief financial officer or treasurer of the Borrower in the form of Exhibit I E attached hereto (an "Officer's Compliance Certificate"): (ia) stating that such officer has officers have reviewed such financial statements and such statements fairly present the financial condition of the Borrower and its Subsidiaries as of the dates indicated and the results of its their operations and cash flows for the periods indicated; (iib) stating that to such officer's officers' knowledge, based on a reasonable examination sufficient to enable him to make an informed statement, no DefaultDefault or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default or Event of Default; (iii) setting forth a list of the Material Subsidiaries and the percent of total revenues of the Borrower and its Subsidiaries and percent of total assets of the Borrower and its Subsidiaries which each such Material Subsidiary represents; and (ivc) setting forth as at the end of such Fiscal Quarter fiscal quarter or Fiscal Year, as the case may be, the calculations required to establish whether or not the Borrower and its Restricted Subsidiaries were in compliance with the financial covenant covenants set forth in Section 5.20 Article IX hereof as at the end of each respective period., and the calculation of the Applicable Margin pursuant to Section 4.1(c) as at the end of each respective period. 57

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to clause Sections 7.1 (ia) or (iib) of Section 5.01(a)and at such other times as the Agent shall reasonably request, a certificate of the chief financial officer or the treasurer of the Borrower in the form of Exhibit I "E" attached hereto (an "Officer's Compliance Certificate"): (ia) stating that such officer has reviewed such financial statements and such statements fairly present the financial condition of the Borrower and its Subsidiaries as of the dates indicated and the results of its operations and cash flows for the periods indicated; (iib) stating that to such officer's knowledge, based on a reasonable examination sufficient to enable him to make an informed statement, no DefaultDefault or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default or Event of Default; (iii) setting forth a list of the Material Subsidiaries and the percent of total revenues of the Borrower and its Subsidiaries and percent of total assets of the Borrower and its Subsidiaries which each such Material Subsidiary represents; and (ivc) setting forth as at the end of such Fiscal Quarter or Month, Fiscal Quarter, Fiscal Year, as the case may be, the calculations required to establish whether or not the Borrower and its Subsidiaries were in compliance with the financial covenant covenants set forth in Section 5.20 Article IX hereof as at the end of each respective period, and with the delivery of the calculations as at the end of any Fiscal Quarter or Fiscal Year the actual Coverage Ratio and Leverage Ratio for purposes of calculating the Applicable Margin for Term Loans.

Officer’s Compliance Certificate. At each time financial statements are delivered pursuant to clause (i) or (ii) of Section 5.01(a), a certificate of the chief financial officer or treasurer of the Borrower in the form of Exhibit I J attached hereto (an "Officer's Compliance Certificate"): (i) stating that such officer has reviewed such financial statements and such statements fairly present the financial condition of the Borrower and its Subsidiaries as of the dates indicated and the results of its operations and cash flows for the periods indicated; (ii) stating that to such officer's knowledge, based on a reasonable examination sufficient to enable him to make an informed statement, no Default, or, if such is not the case, specifying such Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default; (iii) setting forth a list of the Material Subsidiaries and the percent of total revenues of the Borrower and its Subsidiaries and percent of total assets of the Borrower and its Subsidiaries which each such Material Subsidiary represents; and (iv) setting forth as at the end of such Fiscal Quarter or Fiscal Year, as the case may be, the calculations required to establish whether or not the Borrower and its Subsidiaries were was in compliance with the financial covenant set forth in Section 5.20 5.19 hereof as at the end of each respective period.