Common use of Officer’s Compliance Certificates Clause in Contracts

Officer’s Compliance Certificates. (i) At the time of the delivery of the financial statements provided for in Sections 7.01(a) and (b), a certificate of the senior financial officer of the Parent in the form of Exhibit L to the effect that no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, (x) set forth the calculations required to establish whether the Parent was in compliance with the Financial Covenants at the end of such fiscal quarter or year, as the case may be and (y) certify that there have been no changes to any of Schedule VII, Annexes A through F of the Pledge Agreement and Schedules 1 through 5 of the Global Assignment Agreement since the Closing Date or, if later, since the date of the most recent certificate delivered pursuant to this Section 7.01(e)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (y), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Pledge Agreement or Global Assignment Agreement) and whether the Parent and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Pledge Agreement or Global Assignment Agreement in connection with any such changes. (ii) At the time of a Collateral Disposition in respect of any Collateral Vessel, a certificate of a senior financial officer of the Parent which certificate shall (x) certify on behalf of the Parent the last Appraisals received pursuant to Section 7.01(c) determining the Aggregate Collateral Vessel Value, after giving effect to such disposition(s) and/or showing the individual Fair Market Value of all Collateral Vessels owned by the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of at such time, and (y) set forth the calculations required to establish whether the Parent is in compliance with the provisions of Section 8.07(d) after giving effect to such disposition.

Officer’s Compliance Certificates. (i) At the time of the delivery of the financial statements provided for in Sections 7.01(a8.01(a) and (b), a certificate of the senior financial officer of the Parent in the form of Exhibit L to the effect that that, to the best of such officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, (x) set forth the calculations required to establish whether the Parent was in compliance with the Financial Covenants at the end of such fiscal quarter or year, as the case may be and (y) certify that there have been no changes to any of Schedule VII, VIII and Annexes A through F of the Pledge Agreement, the Parent Pledge Agreement and Schedules 1 through 5 of or the Global Assignment Agreement since Secondary Pledge Agreement, as the Closing Date case may be, or, if later, since the date of the most recent certificate delivered pursuant to this Section 7.01(e)(i8.01(f)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (y), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Pledge Agreement or Global Assignment AgreementSecurity Documents) and whether the Parent and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Pledge Agreement or Global Assignment Agreement Security Documents in connection with any such changes. (ii) At the time of a Collateral Disposition in respect of any Primary Collateral Vessel and/or Secondary Collateral Vessel, a certificate of a senior financial officer of the Parent which certificate shall (x) certify on behalf of the Parent the last Appraisals appraisal reports received pursuant to Section 7.01(c8.01(d) determining the Aggregate Primary Collateral Vessel Value and/or the Aggregate Collateral Vessel Value, as applicable, in each case after giving effect to such disposition(s) and/or showing the individual Fair Market Value of all Collateral Vessels owned by the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of at such time, and (y) other than in connection with a Permitted Sale, set forth the calculations required to establish whether the Parent is in compliance with the provisions of Section 8.07(d) 9.09 after giving effect to such disposition.

Officer’s Compliance Certificates. (i) At the time of the delivery of the financial statements provided for in Sections 7.01(a8.01(a) and (b), a certificate of the senior financial officer of the Parent in a form reasonably satisfactory to the form of Exhibit L Administrative Agent to the effect that that, to the best of such officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, (xA) set forth the calculations required to establish whether the Parent was in compliance with the Financial Covenants provisions of Sections 9.07 through 9.09, inclusive, at the end of such fiscal quarter or year, as the case may be and (yB) certify that there have been no changes to any of Schedule VII, and certain Schedules and Annexes A through F of the Pledge Agreement and Schedules 1 through 5 of as the Global Assignment Agreement since the Closing Date Administrative Agent may reasonably request or, if later, since the date of the most recent certificate delivered pursuant to this Section 7.01(e)(i8.01(e)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (yB), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Pledge Agreement or Global Assignment AgreementSecurity Documents) and whether the Parent and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Pledge Agreement or Global Assignment Agreement Security Documents in connection with any such changes. (ii) . At the time of a Collateral Disposition or Vessel Exchange in respect of any Collateral Mortgaged Vessel, a certificate of a senior financial officer of the Parent which certificate shall (x) certify on behalf of the Parent the last Appraisals appraisal received pursuant to Section 7.01(c8.01(c) determining the Aggregate Collateral Mortgaged Vessel Value, Value after giving effect to such disposition(s) and/or showing disposition or exchange, as the individual Fair Market Value of all Collateral Vessels owned by the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of at such timecase may be, and (y) set forth the calculations required to establish whether the Parent is in compliance with the provisions of Section 8.07(d) 9.09 after giving effect to such dispositiondisposition or exchange, as the case may be.

Officer’s Compliance Certificates. (i) At the time of the delivery of the financial statements state­ments provided for in Sections 7.01(a8.01(a) and (b), a certificate of the senior financial officer of the Parent in the form of Exhibit L to the effect that that, to the best of such officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, (x) set forth the calculations required to establish whether the Parent was in compliance with the Financial Covenants provisions of Sections 9.07 through 9.09, inclusive, at the end of such fiscal quarter or year, as the case may be and (y) certify that there have been no changes to any of Schedule VII, VIII and Annexes A through F of the Pledge Agreement and Schedules 1 through 5 of the Global Assignment Agreement since the Closing Date or, if later, since the date of the most recent certificate delivered pursuant to this Section 7.01(e)(i8.01(e)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (y), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Pledge Agreement or Global Assignment AgreementSecurity Documents) and whether the Parent and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Pledge Agreement or Global Assignment Agreement Security Documents in connection with any such changes. (ii) At the time of a Collateral Disposition in respect of any Collateral Mortgaged Vessel, a certificate of a senior financial officer of the Parent Bor­rower which certificate shall (x) certify on behalf of the Parent Borrower the last Appraisals appraisal received pursuant to Section 7.01(c8.01(c) determining the Aggregate Collateral Mortgaged Vessel Value, Value after giving effect to such disposition(s) disposition and/or showing the individual Fair Market Value fair market value of all Collateral Mortgaged Vessels owned by the Borrower and the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of of, on an individual charter-free basis, at such time, and (y) set forth the calculations calcu­la­tions required to establish whether the Parent Borrower is in compliance with the provisions of Section 8.07(d) 9.09 after giving effect to such dispositiondisposition or exchange, as the case may be.

Officer’s Compliance Certificates. (i) At the time of the delivery of the financial statements provided for in Sections 7.01(a8.01(a) and (b), a certificate of the senior financial officer of the Parent in the form of Exhibit L to the effect that that, to the best of such officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, (x) set forth the calculations required to establish whether the Parent was in compliance with the Financial Covenants at the end of such fiscal quarter or year, as the case may be and (y) certify that there have been no changes to any of Schedule VII, VIII and Annexes A through F of the Pledge Agreement, the Parent Pledge Agreement and Schedules 1 through 5 of or the Global Assignment Agreement since Secondary Pledge Agreement, as the Closing Date case may be, or, if later, since the date of the most recent certificate delivered pursuant to this Section 7.01(e)(i8.01(e)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (y), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Pledge Agreement or Global Assignment AgreementSecurity Documents) and whether the Parent and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Pledge Agreement or Global Assignment Agreement Security Documents in connection with any such changes. (ii) At the time of a Collateral Disposition in respect of any Primary Collateral Vessel, a certificate of a senior financial officer of the Parent Borrower which certificate shall (x) certify on behalf of the Parent Borrower the last Appraisals appraisal reports received pursuant to Section 7.01(c8.01(c) determining the Aggregate Primary Collateral Vessel Value, Value after giving effect to such disposition(s) disposition and/or showing the individual Fair Market Value of all Collateral Vessels owned by the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of at such time, and (y) set forth the calculations required to establish whether the Parent Borrower is in compliance with the provisions of Section 8.07(d) Sections 9.10 and 9.11 after giving effect to such dispositiondisposition or exchange, as the case may be.

Officer’s Compliance Certificates. (i) At the time of the delivery of the financial statements provided for in Sections 7.01(a8.01(a) and (b), a certificate of the senior financial officer of the Parent Borrower in the form of Exhibit L M to the effect that that, to the best of such officer's knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, (x) set forth the calculations required to establish whether the Parent Borrower was in compliance with the Financial Covenants provisions of Sections 9.07 through 9.11, inclusive, at the end of such fiscal quarter or year, as the case may be be, (y) set forth in reasonable detail the amount of (and the calculations required to establish the amount of) Excess Cash Flow for the respective Excess Cash Flow Payment Period and (yz) certify that there have been no changes to any of Schedule VII, IX and Annexes A through F and B of each of the First Priority Pledge Agreement and, after the execution and Schedules 1 through 5 of delivery thereof, the Global Assignment Agreement Second Priority Pledge Agreement, in each case since the Closing Effective Date or, if later, since the date of the most recent certificate delivered pursuant to this Section 7.01(e)(i8.01(e)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (yz), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Pledge Agreement or Global Assignment AgreementSecurity Documents) and whether the Parent Borrower and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Pledge Agreement or Global Assignment Agreement Security Documents in connection with any such changes. (ii) At the time of a Collateral Disposition in respect of any Collateral Mortgaged Vessel, a certificate of a senior financial officer of the Parent Borrower which certificate shall (x) certify on behalf of the Parent Borrower the last Appraisals appraisal received pursuant to Section 7.01(c8.01(c) determining the Aggregate Collateral Mortgaged Vessel Value, Value after giving effect to such disposition(s) and/or showing the individual Fair Market Value of all Collateral Vessels owned by the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of at such time, disposition and (y) set forth the calculations required to establish whether the Parent Borrower is in compliance with the provisions of Section 8.07(d) 9.11 after giving effect to such disposition.

Officer’s Compliance Certificates. (i) At the time of the delivery of the financial statements provided for in Sections 7.01(a8.01(a) and (b), a certificate of the senior financial officer of the Parent in the form of Exhibit L M to the effect that that, to the best of such officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, (x) set forth the calculations required to establish whether the Parent was in compliance with the Financial Covenants at the end of such fiscal quarter or year, as the case may be and (y) certify that there have been no changes to any of Schedule VII, VIII and Annexes A through F of the Pledge Agreement and Schedules 1 through 5 of or the Global Assignment Agreement since Secondary Pledge Agreement, as the Closing Date case may be, or, if later, since the date of the most recent certificate delivered pursuant to this Section 7.01(e)(i8.01(f)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (y), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Pledge Agreement or Global Assignment AgreementSecurity Documents) and whether the Parent and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Pledge Agreement or Global Assignment Agreement Security Documents in connection with any such changes. (ii) At the time of a Collateral Disposition in respect of any Primary Collateral Vessel, a certificate of a senior financial officer of the Parent which certificate shall (x) certify on behalf of the Parent the last Appraisals appraisal reports received pursuant to Section 7.01(c8.01(d) determining the Aggregate Primary Collateral Vessel Value, Value after giving effect to such disposition(s) disposition and/or showing the individual Fair Market Value of all Collateral Vessels owned by the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of at such time, and (y) set forth the calculations required to establish whether the Parent is in compliance with the provisions of Section 8.07(d) 9.09 after giving effect to such disposition.

Officer’s Compliance Certificates. (i) At the time of the delivery of the financial statements state­ments provided for in Sections 7.01(a) and (b), a certificate of the senior financial officer of the Parent in the form of Exhibit L to the effect that that, to the best of such officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, (x) set forth the calculations required to establish whether the Parent was in compliance with the Financial Covenants provisions of Sections 8.07 through 8.09, inclusive, at the end of such fiscal quarter or year, as the case may be and (y) certify that there have been no changes to any of Schedule VII, VIII and Annexes A through F of the Pledge Agreement and Schedules 1 through 5 of the Global Assignment Agreement since the Closing Date or, if later, since the date of the most recent certificate delivered pursuant to this Section 7.01(e)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (y), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Pledge Agreement or Global Assignment AgreementSecurity Documents) and whether the Parent and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Pledge Agreement or Global Assignment Agreement Security Documents in connection with any such changes. (ii) At the time of a Collateral Disposition Disposition, unless the Loans are paid in respect of any Collateral Vesselfull as a result thereof, a certificate of a senior financial officer of the Parent Bor­rower which certificate shall (x) certify on behalf of the Parent the last Appraisals received pursuant to Section 7.01(c) determining the Aggregate Collateral Vessel Value, after giving effect to such disposition(s) and/or showing the individual Fair Market Value of all Collateral Vessels owned by the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of at such time, and (y) set forth the calculations calcu­la­tions required to establish whether the Parent Borrower is in compliance with the provisions of Section 8.07(d) 8.09 after giving effect to such dispositiondisposition or exchange, as the case may be.

Officer’s Compliance Certificates. (i) At the time of the delivery of the financial statements provided for in Sections 7.01(a8.01(a) and (b), a certificate of the senior financial officer of the Parent Borrower in the form of Exhibit L M to the effect that that, to the best of such officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, (x) set forth the calculations required to establish whether the Parent Borrower was in compliance with the Financial Covenants provisions of Sections 9.07 through 9.10, inclusive, at the end of such fiscal quarter or year, as the case may be and (y) certify that there have been no changes to any of Schedule VII, VIII and Annexes A through F of the Pledge Agreement and Schedules 1 through 5 of the Global Assignment Agreement since the Closing Date or, if later, since the date of the most recent certificate delivered pursuant to this Section 7.01(e)(i8.01(e)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (y), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Pledge Agreement or Global Assignment AgreementSecurity Documents) and whether the Parent Borrower and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Pledge Agreement or Global Assignment Agreement Security Documents in connection with any such changes. (ii) At the time of a Collateral Disposition or Vessel Exchange in respect of any Collateral Mortgaged Vessel, a certificate of a senior financial officer of the Parent Borrower which certificate shall (x) certify on behalf of the Parent Borrower the last Appraisals appraisal received pursuant to Section 7.01(c8.01(c) determining the Aggregate Collateral Mortgaged Vessel Value, Value after giving effect to such disposition(s) and/or showing disposition or exchange, as the individual Fair Market Value of all Collateral Vessels owned by the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of at such timecase may be, and (y) set forth the calculations required to establish whether the Parent Borrower is in compliance with the provisions of Section 8.07(d) 9.10 after giving effect to such dispositiondisposition or exchange, as the case may be.

Officer’s Compliance Certificates. (i) At the time of the delivery of the financial statements provided for in Sections 7.01(a8.01(a) and (b), a certificate of the senior financial officer of the Parent in the form of Exhibit L to the effect that that, to the best of such officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, (x) set forth the calculations required to establish whether the Parent was in compliance with the Financial Covenants at the end of such fiscal quarter or year, as the case may be and (y) certify that there have been no changes to any of Schedule VII, VIII and Annexes A through F of the Pledge Agreement, the Parent Pledge Agreement and Schedules 1 through 5 of or the Global Assignment Agreement since Secondary Pledge Agreement, as the Closing Date case may be, or, if later, since the date of the most recent certificate delivered pursuant to this Section 7.01(e)(i8.01(f)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (y), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Pledge Agreement or Global Assignment AgreementSecurity Documents) and whether the Parent and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Pledge Agreement or Global Assignment Agreement Security Documents in connection with any such changes. (ii) At the time of a Collateral Disposition in respect of any Primary Collateral Vessel, a certificate of a senior financial officer of the Parent which certificate shall (x) certify on behalf of the Parent the last Appraisals appraisal reports received pursuant to Section 7.01(c8.01(d) determining the Aggregate Primary Collateral Vessel Value, Value after giving effect to such disposition(s) disposition and/or showing the individual Fair Market Value of all Collateral Vessels owned by the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of at such time, and (y) set forth the calculations required to establish whether the Parent is in compliance with the provisions of Section 8.07(d) 9.09 after giving effect to such disposition.

Officer’s Compliance Certificates. (i) At the time of the delivery of the financial statements provided for in Sections 7.01(a8.01(a) and (b), a certificate of the senior financial officer of the Parent Borrower in the form of Exhibit L M to the effect that that, to the best of such officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, (x) set forth the calculations required to establish whether the Parent Borrower was in compliance with the Financial Covenants provisions of Sections 9.07 through 9.11, inclusive, at the end of such fiscal quarter or year, as the case may be and (y) certify that there have been no changes to any of Schedule VII, VIII and Annexes A through F of the Pledge Agreement and Schedules 1 through 5 of the Global Assignment Agreement since the Closing Date or, if later, since the date of the most recent certificate delivered pursuant to this Section 7.01(e)(i8.01(e)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (y), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Pledge Agreement or Global Assignment AgreementSecurity Documents) and whether the Parent Borrower and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Pledge Agreement or Global Assignment Agreement Security Documents in connection with any such changes. (ii) At the time of a Collateral Disposition or Vessel Exchange in respect of any Collateral Mortgaged Vessel, a certificate of a senior financial officer of the Parent Borrower which certificate shall (x) certify on behalf of the Parent Borrower the last Appraisals appraisal received pursuant to Section 7.01(c8.01(c) determining the Aggregate Collateral Mortgaged Vessel Value, Value after giving effect to such disposition(s) and/or showing disposition or exchange, as the individual Fair Market Value of all Collateral Vessels owned by the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of at such timecase may be, and (y) set forth the calculations required to establish whether the Parent Borrower is in compliance with the provisions of Section 8.07(d) 9.11 after giving effect to such dispositiondisposition or exchange, as the case may be.

Officer’s Compliance Certificates. (i) At the time of the delivery of the financial statements provided for in Sections 7.01(a8.01(a) and (b), a certificate of the senior financial officer of the Parent Borrower in the form of Exhibit L I to the effect that that, to the best of such officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, shall (x) set forth the calculations required to establish whether the Parent Borrower was in compliance with the Financial Covenants provisions of Sections 9.07 through 9.09, inclusive, at the end of such fiscal quarter or year, as the case may be be, and (y) certify that there have been no changes to any of Schedule VII, VII since the Effective Date and Annexes A through F of the Pledge Agreement and Schedules 1 through 5 of the Global Assignment Agreement since the Closing initial Borrowing Date or, if later, since the date of the most recent certificate delivered pursuant to this Section 7.01(e)(i8.01(e)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (y), only to the extent that such changes are required to be reported to the Collateral Agent Security Trustee pursuant to the terms of such Pledge Agreement or Global Assignment AgreementSecurity Documents) and whether the Parent Borrower and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Pledge Agreement or Global Assignment Agreement Security Documents in connection with any such changes. (ii) At the time of a Collateral Disposition or Vessel Exchange in respect of any Collateral Mortgaged Vessel, a certificate of a the senior financial officer of the Parent Borrower which certificate shall (x) certify on behalf of the Parent Borrower the last Appraisals received pursuant to Section 7.01(c8.01(c) determining the Aggregate Collateral Vessel Value, Appraised Value after giving effect to such disposition(s) and/or showing disposition or exchange, as the individual Fair Market Value of all Collateral Vessels owned by the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of at such timecase may be, and (y) set forth the calculations required to establish whether the Parent Borrower is in compliance with the provisions of Section 8.07(d) 9.07 after giving effect to such dispositiondisposition or exchange, as the case may be.

Officer’s Compliance Certificates. (i) At the time of the delivery of the financial statements provided for in Sections 7.01(a8.01(a) and (b), a certificate of the senior financial officer of the Parent Borrower in the form of Exhibit L I to the effect that that, to the best of such officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, shall (x) set forth the calculations required to establish whether the Parent Borrower was in compliance with the Financial Covenants provisions of Sections 9.07 through 9.09, inclusive, at the end of such fiscal quarter or year, as the case may be be, and (y) certify that there have been no changes to any of Schedule VII, VII since the Effective Date and Annexes A through F of the Pledge Agreement and Schedules 1 through 5 of the Global Assignment Agreement since the Closing initial Borrowing Date or, if later, since the date of the most recent certificate delivered pursuant to this Section 7.01(e)(i8.01(e)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (y), only to the extent that such changes are required to be reported to the Collateral Agent Security Trustee pursuant to the terms of such Pledge Agreement or Global Assignment AgreementSecurity Documents) and whether the Parent Borrower and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Pledge Agreement or Global Assignment Agreement Security Documents in connection with any such changes. (ii) At the time of a Collateral Disposition or Vessel Exchange in respect of any Collateral Initial Vessel, a certificate of a the senior financial officer of the Parent Borrower which certificate shall (x) certify on behalf of the Parent Borrower the last Appraisals received pursuant to Section 7.01(c8.01(c) determining the Aggregate Collateral Vessel Value, Appraised Value after giving effect to such disposition(s) and/or showing disposition or exchange, as the individual Fair Market Value of all Collateral Vessels owned by the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of at such timecase may be, and (y) set forth the calculations required to establish whether the Parent Borrower is in compliance with the provisions of Section 8.07(d) 9.07 after giving effect to such dispositiondisposition or exchange, as the case may be.

Officer’s Compliance Certificates. (i) At the time of the delivery of the financial statements provided for in Sections 7.01(a9.01(a) and (b), a certificate of the senior financial officer of the Parent in the form of Exhibit L M to the effect that that, to the best of such officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, (x) set forth the calculations required to establish whether the Parent was in compliance with the Financial Covenants at the end of such fiscal quarter or year, as the case may be and (y) certify that there have been no changes to any of Schedule VII, VIII and Annexes A through F of the Pledge Agreement and Schedules 1 through 5 of or the Global Assignment Agreement since Secondary Pledge Agreement, as the Closing Date case may be, or, if later, since the date of the most recent certificate delivered pursuant to this Section 7.01(e)(i9.01(e)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (y), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Pledge Agreement or Global Assignment AgreementSecurity Documents) and whether the Parent and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Pledge Agreement or Global Assignment Agreement Security Documents in connection with any such changes. (ii) At the time of a Collateral Disposition in respect of any Primary Collateral Vessel, a certificate of a senior financial officer of the Parent Borrower which certificate shall (x) certify on behalf of the Parent Borrower the last Appraisals appraisal reports received pursuant to Section 7.01(c9.01(c) determining the Aggregate Primary Collateral Vessel Value, Value after giving effect to such disposition(s) disposition and/or showing the individual Fair Market Value of all Collateral Vessels owned by the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of at such time, time and (y) set forth the calculations required to establish whether the Parent Borrower is in compliance with the provisions of Section 8.07(d) Sections 10.10 and 10.11 after giving effect to such disposition.

Officer’s Compliance Certificates. (i) At the time of the delivery of the financial statements provided for in Sections 7.01(a8.01(a) and (b), a certificate of the senior financial officer of the Parent substantially in the form of Exhibit L M to the effect that that, to the best of such officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, (xA) set forth the calculations required to establish whether the Parent was in compliance with the Financial Covenants Covenants, at the end of such fiscal quarter or year, as the case may be and (yB) certify that there have been no changes to any of Schedule VII, VIII and Annexes A through F of the Pledge Agreement and Schedules 1 through 5 of the Global Assignment Agreement since the Closing Date or, if later, since the date of the most recent certificate delivered pursuant to this Section 7.01(e)(i8.01(e)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (yB), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Pledge Agreement or Global Assignment AgreementSecurity Documents) and whether the Parent and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Pledge Agreement or Global Assignment Agreement Security Documents in connection with any such changes. (ii) At the time of a Collateral Disposition or Vessel Exchange in respect of any Collateral Mortgaged Vessel, a certificate of a senior financial officer of the Parent which certificate shall (x) certify on behalf of the Parent the last Appraisals appraisal report received pursuant to Section 7.01(c8.01(c) determining the Aggregate Collateral Mortgaged Vessel Value, Value after giving effect to such disposition(s) disposition or exchange, as the case may be, and/or showing the individual Fair Market Value of all Collateral Mortgaged Vessels owned by the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of at such time, time and (y) set forth the calculations required to establish whether the Parent is in compliance with the provisions of Section 8.07(d) 9.09 after giving effect to such dispositiondisposition or exchange, as the case may be.

Officer’s Compliance Certificates. (i) At the time of the delivery of the financial statements provided for in Sections 7.01(a8.01(a) and (b), a certificate of the senior financial officer of the Parent Borrower in the form of Exhibit L K to the effect that that, to the best of such officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, (x) set forth the calculations required to establish whether the Parent Borrower was in compliance with the Financial Covenants provisions of Sections 9.08 through 9.11, inclusive, at the end of such fiscal quarter or year, as the case may be and (y) certify that there have been no changes to any of Schedule VII, VII and Annexes A through F of the Pledge Agreement and Schedules 1 through 5 of the Global Assignment Agreement since the Closing Initial Borrowing Date or, if later, since the date of the most recent certificate delivered pursuant to this Section 7.01(e)(i8.01(e)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (y), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Pledge Agreement or Global Assignment AgreementSecurity Documents) and whether the Parent Borrower and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Pledge Agreement or Global Assignment Agreement Security Documents in connection with any such changes. (ii) At the time of a Collateral Disposition or Vessel Exchange in respect of any Collateral Mortgaged Vessel, a certificate of a senior financial officer of the Parent Borrower which certificate shall (x) certify on behalf of the Parent Borrower the last Appraisals received pursuant to Section 7.01(c8.01(c) determining the Aggregate Collateral Vessel Value, Appraised Value after giving effect to such disposition(s) and/or showing disposition or exchange, as the individual Fair Market Value of all Collateral Vessels owned by the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of at such timecase may be, and (y) set forth the calculations required to establish whether the Parent Borrower is in compliance with the provisions of Section 8.07(d) 9.10 after giving effect to such dispositiondisposition or exchange, as the case may be.

Officer’s Compliance Certificates. (i) At the time of the delivery of the financial statements provided for in Sections 7.01(a10.01(a) and (b), a certificate of the senior financial officer of the Parent Borrower in the form of Exhibit L I to the effect that that, to the best of such officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, shall (x) set forth the calculations required to establish whether the Parent Borrower was in compliance with the Financial Covenants provisions of Sections 11.07 through 11.11, inclusive, at the end of such fiscal quarter or year, as the case may be be, and (y) certify that there have been no changes to any of Schedule VII, VIII and Annexes A through F of the Pledge Agreement and Schedules 1 through 5 of the Global Assignment Agreement since the Closing Effective Date or, if later, since the date of the most recent certificate delivered pursuant to this Section 7.01(e)(i10.01(e)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (y), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Pledge Agreement or Global Assignment AgreementSecurity Documents) and whether the Parent Borrower and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Pledge Agreement or Global Assignment Agreement Security Documents in connection with any such changes. (ii) At the time of a Collateral Disposition or Vessel Exchange in respect of any Collateral Mortgaged Vessel, a certificate of a the senior financial officer of the Parent Borrower which certificate shall (x) certify on behalf of the Parent Borrower the last Appraisals received pursuant to Section 7.01(c10.01(c) determining the Aggregate Collateral Vessel Value, Appraised Value after giving effect to such disposition(s) and/or showing disposition or exchange, as the individual Fair Market Value of all Collateral Vessels owned by the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of at such timecase may be, and (y) set forth the calculations required to establish whether the Parent Borrower is in compliance with the provisions of Section 8.07(d) 11.09 after giving effect to such dispositiondisposition or exchange, as the case may be.

Officer’s Compliance Certificates. (i) At the time of the delivery of the financial statements provided for in Sections 7.01(a8.01(a) and (b), a certificate executed on behalf of the Borrower by the senior financial officer of the Parent Borrower in the form of Exhibit L M to the effect that that, to the best of such officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, (x) set forth the calculations required to establish whether the Parent Borrower was in compliance with the Financial Covenants provisions of Sections 9.07 through 9.11, inclusive, at the end of such fiscal quarter or year, as the case may be and (y) certify that there have been no changes to any of Schedule VII, VIII and Annexes A through F of the Pledge Agreement and Schedules 1 through 5 of the Global Assignment Agreement since the Closing Effective Date or, if later, since the date of the most recent certificate delivered pursuant to this Section 7.01(e)(i8.01(e)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (y), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Pledge Agreement or Global Assignment AgreementSecurity Documents) and to the best of such officer’s knowledge whether the Parent Borrower and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Pledge Agreement or Global Assignment Agreement Security Documents in connection with any such changes. (ii) At the time of a Collateral Disposition or Vessel Exchange in respect of any Collateral Mortgaged Vessel, a certificate of a senior financial officer of the Parent Borrower which certificate shall (x) certify on behalf of the Parent Borrower the last Appraisals appraisal received pursuant to Section 7.01(c8.01(c) determining the Aggregate Collateral Mortgaged Vessel Value, Value after giving effect to such disposition(s) and/or showing disposition or exchange, as the individual Fair Market Value of all Collateral Vessels owned by the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of at such timecase may be, and (y) set forth the calculations required to establish whether the Parent Borrower is in compliance with the provisions of Section 8.07(d) 9.11 after giving effect to such dispositiondisposition or exchange, as the case may be.

Officer’s Compliance Certificates. (i) At the time of the delivery of the financial statements provided for in Sections 7.01(a8.01(a) and (b), a certificate of the senior financial officer of the Parent Borrower in the form of Exhibit L I to the effect that that, to the best of such officer's knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, shall (x) set forth the calculations required to establish whether the Parent Borrower was in compliance with the Financial Covenants provisions of Sections 9.07 through 9.11, inclusive, at the end of such fiscal quarter or year, as the case may be be, and (y) certify that there have been no changes to any of Schedule VII, VII and Annexes A through F of the Pledge Agreement and Schedules 1 through 5 of the Global Assignment Agreement since the Closing Initial Borrowing Date or, if later, since the date of the most recent certificate delivered pursuant to this Section 7.01(e)(i8.01(e)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (y), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Pledge Agreement or Global Assignment AgreementSecurity Documents) and whether the Parent Borrower and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Pledge Agreement or Global Assignment Agreement Security Documents in connection with any such changes. (ii) At the time of a Collateral Disposition or Vessel Exchange in respect of any Collateral Mortgaged Vessel, a certificate of a the senior financial officer of the Parent Borrower which certificate shall (x) certify on behalf of the Parent Borrower the last Appraisals received pursuant to Section 7.01(c8.01(c) determining the Aggregate Collateral Vessel Value, Appraised Value after giving effect to such disposition(s) and/or showing disposition or exchange, as the individual Fair Market Value of all Collateral Vessels owned by the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of at such timecase may be, and (y) set forth the calculations required to establish whether the Parent Borrower is in compliance with the provisions of Section 8.07(d) 9.09 after giving effect to such dispositiondisposition or exchange, as the case may be.

Officer’s Compliance Certificates. (i) At the time of the delivery of the financial statements provided for in Sections 7.01(a8.01(a) and (b), a certificate of the senior financial officer of the Parent Borrower in the form of Exhibit L I to the effect that that, to the best of such officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, shall (x) set forth the calculations required to establish whether the Parent Borrower was in compliance with the Financial Covenants provisions of Sections 9.07 through 9.11, inclusive, at the end of such fiscal quarter or year, as the case may be be, and (y) certify that there have been no changes to any of Schedule VII, VII and Annexes A through F of the Pledge Agreement and Schedules 1 through 5 of the Global Assignment Agreement since the Closing Effective Date or, if later, since the date of the most recent certificate delivered pursuant to this Section 7.01(e)(i8.01(e)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (y), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Pledge Agreement or Global Assignment AgreementSecurity Documents) and whether the Parent Borrower and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Pledge Agreement or Global Assignment Agreement Security Documents in connection with any such changes. (ii) At the time of a Collateral Disposition or Vessel Exchange in respect of any Collateral Vessel, a certificate of a the senior financial officer of the Parent Borrower which certificate shall (x) certify on behalf of the Parent Borrower the last Appraisals received pursuant to Section 7.01(c8.01(c) determining the Aggregate Collateral Vessel Value, Appraised Value after giving effect to such disposition(s) and/or showing disposition or exchange, as the individual Fair Market Value of all Collateral Vessels owned by the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of at such timecase may be, and (y) set forth the calculations required to establish whether the Parent Borrower is in compliance with the provisions of Section 8.07(d) 9.09 after giving effect to such dispositiondisposition or exchange, as the case may be.