Common use of Certificate Clause in Contracts

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 or 6.8 and a brief explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 Section 4.6 or 6.8 Section 4.7 and a brief explanation of such amounts which are duedue and in reasonable detail the basis of the calculation and allocation thereof, submitted by any Bank or the Administrative Agent to the BorrowerBorrowers, shall be conclusiveconclusive evidence, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 §§6.6 or 6.8 6.7 and a brief explanation of such amounts which are due, submitted by any Bank Lender or the any Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 §5.6 or 6.8 5.7 and a brief explanation of such amounts which are due, submitted by any Bank Lender or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 4.5, 4.6 or 6.8 4.8 and a brief reasonably detailed explanation of such amounts which are due, including calculation of such amounts, submitted by any Bank or the Agent on behalf of any Lender to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 S)(S)5.7 or 6.8 5.8 and a brief explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 or 6.8 and a brief explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 §§6.6 or 6.8 6.7 and a brief explanation of such amounts which are due, submitted by any Bank Lender or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 §§5.7 or 6.8 5.8 and a brief explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 S)4.7 or 6.8 4.8 and a brief explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 §§5.5 or 6.8 5.6 and a brief explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 Section 6.6 or 6.8 6.7 above and a brief explanation of such amounts which are due, submitted by any Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing. 6.9.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 S)(S)6.6 or 6.8 6.7 and a brief explanation of such amounts which are due, submitted by any Bank, the Issuing Bank or any of the Agent Agents to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 S)3.3 or 6.8 (S)3.4 and a brief explanation of such amounts which are due, submitted by any the Bank or the Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 or 6.8 S)3.3 and a brief explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 4.7 or 6.8 4.8 and a brief explanation of such amounts which are due, submitted by any Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing. 4.10.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 §5.4 or 6.8 §5.8 and a brief reasonable explanation of such amounts which are due, submitted by any Bank Lender or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 S)(S)5.5 or 6.8 5.6 and a brief explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 5.6 or 6.8 5.7 and a brief explanation of such amounts which are due, submitted by any Bank Lender or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing. 5.9.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 S)(S)5.7 or 6.8 5.8 and a brief but detailed explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 §§5.7 or 6.8 5.8 and a brief explanation of such amounts which are due, submitted and signed by any Bank Lender or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 [SECTIONS]4.6 or 6.8 4.7 and a brief explanation of such amounts which are duedue including calculation of such amounts, submitted by any Bank or the Agent Lender to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 Sections 5.6 or 6.8 5.7 and a brief explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing. 5.9.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 S)(S)6.6 or 6.8 6.7 and a brief explanation of such amounts which are due, submitted by any Bank Lender or the such Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 S)(S)5.5 or 6.8 5.6 and a brief explanation of such amounts which are due, submitted by any Bank Lender or the Administrative Agent to the BorrowerBorrower in the time periods set forth above, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 S)(S)5.6 or 6.8 5.7 and a brief reasonably detailed explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- ------------ payable pursuant to (S)(S)6.7 S)(S)4.7 or 6.8 (S)4.9 and a brief reasonable explanation of such amounts which are due, submitted by any Bank or the Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 Section 5.6 or 6.8 5.7 and a brief explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- amounts payable pursuant to (S)(S)6.7 S)(S)4.7 or 6.8 4.8 and a brief reasonable explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 4.7 or 6.8 4.9 and a brief reasonable explanation of such amounts which are due, submitted by any Bank or the Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 S)(S)4.5 or 6.8 4.6 and a brief explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive, absent manifest error, prima facie evidence that such amounts are due and owing.. ----- -----

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 Section Section 4.6 or 6.8 4.7 and a brief explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 §§6.6 or 6.8 6.7 and a brief explanation of such amounts which are due, submitted by any Bank Lender or the Agent to the Borrowerapplicable Borrowers and the Agent, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 §5.6 or 6.8 5.7 and a brief explanation of such amounts which are due, submitted by any Bank Lender or the Administrative Agent to the relevant Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 or 6.8 5.4 and a brief reasonable explanation of such amounts which are due, submitted by any Bank Lender or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 §§5.7 or 6.8 5.8 and a brief explanation of such amounts which are due, submitted and signed by any Lender, Agent or Issuing Bank or the Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 Sections 5.7 or 6.8 5.8 and a brief explanation of such amounts which are due, submitted by any Bank Lender or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional ----------- amounts ----------- payable pursuant to (S)(S)6.7 S)5.5 or 6.8 5.6 and a brief explanation of such amounts which are due, including reasonably detailed information regarding the method and calculation of such amount, submitted by any Bank or the Agent to the Borrower, shall be conclusive, absent manifest error, prima facie evidence that such amounts are due and owing.. ----- -----

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 §§5.6 or 6.8 5.7 and a brief explanation of such amounts which are due, submitted by any the Bank or the Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 or 6.8 5.5 and a brief reasonable explanation of such amounts which are due, submitted by any Bank or the Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 Sections 6.7 or 6.8 and a brief explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 §§5.7 or 6.8 5.8 and a brief explanation of such amounts which are due, submitted by any the Bank or the Agent Bank to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 S)3.7 or 6.8 (S)3.8 and a brief explanation of such amounts which are due, submitted by any Bank Lender on behalf of itself and/or its Liquidity Provider or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owingowing (other than any loss, cost or expense resulting from the gross negligence or willful misconduct of such Lender).

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 or 6.8 s. 5.4 and a brief reasonable explanation of such amounts which are due, submitted by any Bank Lender or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 Sections 5.17 or 6.8 5.18 and a brief explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 §§6.7 or 6.8 and a brief explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 §§6.4 or 6.8 6.5 and a brief explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 6.5 or 6.8 6.6 and a brief explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to (S)(S)6.7 or 6.8 §5.4 and a brief reasonable explanation of such amounts which are due, submitted by any Bank Lender or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.