Common use of Certificates of Compliance Clause in Contracts

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12.1.1 hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 hereof for the months coinciding with the end of each calendar quarter, Borrowers will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "C" attached hereto, signed by the President or Chief Financial Officer of each Borrower, (i) stating that each Borrower has fulfilled in all material respects its obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of each Borrower in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.2, 13.1.3, and 13.1.4 and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12.1.1 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 12(a)(ii) hereof for the months coinciding with the end of each calendar quarter, Borrowers Borrower will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "CD" attached hereto, signed by the President or President, Chief Financial Officer Officer, Treasurer or Controller of each Borrower, (i) stating that each Borrower has fulfilled in all material respects its obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Administrative Agent, specifically affirming compliance of each Borrower in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.2, 13.1.3, 13(b) and 13.1.4 (c); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12.1.1 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 12(a)(ii) hereof for the months coinciding with the end of each calendar quarter, Borrowers will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "C" attached hereto, signed by the President or Chief Financial Officer of each Borrower, (i) stating that each Borrower has fulfilled in all material respects its obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of each Borrower in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.213(b), 13.1.3, (c) and 13.1.4 (d); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12.1.1 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 12(a)(ii) hereof for the months coinciding with the end of each calendar quarter, Borrowers each Borrower will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "C" attached hereto, signed by the President or Chief Financial Officer of each Borrower, (i) stating that each Borrower has fulfilled in all material respects its obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of each Borrower in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.2, 13.1.3, 13(b) and 13.1.4 (c); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12.1.1 12(a)(i) hereof and each of the quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 hereof for the months coinciding with the end of each calendar quarter12(a)(ii) hereof, Borrowers Borrower will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "CD" attached hereto, signed by the President President, Chief Executive Officer or Chief Financial Officer chief financial officer of each Borrower, the Borrower (i) stating that each the Borrower has have fulfilled in all material respects its obligations under the Note or Notes and the Loan DocumentsSecurity Instruments, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a an Event of Default has occurred, specifying the Event of Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of each the Borrower in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.213(c), 13.1.3(d), (e) and 13.1.4 (f); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12.1.1 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 hereof for the months coinciding with the end of each calendar quarter12(a)(ii) hereof, Borrowers will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "CD" attached hereto, signed by the President or President, Chief Financial Officer or other authorized representative of each BorrowerBorrowers, (i) stating that each Borrower has Borrowers and Guarantor have fulfilled in all material respects its their respective obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of each Borrower and Guarantor in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.213(b), 13.1.3, (c) and 13.1.4 (d); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of -------------------------- the annual audited Financial Statements pursuant to Subsection 12.1.1 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 12(a)(ii) hereof for the months coinciding with the end of each calendar quarter, Borrowers each Borrower will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "C" attached hereto, signed by the President or Chief Financial Officer of each Borrower, (i) stating that each Borrower has fulfilled in all material respects its obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of each Borrower in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.2, 13.1.3, 13(b) and 13.1.4 (c); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12.1.1 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 12(a)(ii) hereof for the months coinciding with the end of each calendar quarter, Borrowers Borrower will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "CD" attached hereto, signed by the President or Chief Financial Officer of Borrower and each BorrowerGuarantor, (i) stating that Borrower and each Borrower has Guarantor have fulfilled in all material respects its their respective obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of each Borrower in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.213(b), 13.1.3(c), (d), (e) and 13.1.4 (f); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12.1.1 12(a)(i) hereof and each of the quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 hereof for the months coinciding with the end of each calendar quarter12(a)(ii) hereof, Borrowers Borrower and Guarantor will furnish or cause to be furnished to the Agent Bank a certificate in the form of Exhibit "CD" attached hereto, signed by the President President, or Chief Financial Officer chief financial officer of each Borrower, the Borrower and the Guarantor (i) stating that each the Borrower has and the Guarantor have fulfilled in all material respects its their respective obligations under the Notes Note, the Guaranty and the Loan DocumentsSecurity Instruments, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a an Event of Default has occurred, specifying the Event of Default and the nature and status thereof; (ii) to the extent requested from time to time by the AgentBank, specifically affirming compliance of each the Borrower and the Guarantor in all material respects with any of its their respective representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.213(c), 13.1.3(d), (e) and 13.1.4 (f); and (iv) containing or accompanied by such financial or other details, information and material as the Agent Bank may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12.1.1 12(a)(i) hereof and the quarterly monthly unaudited Financial Statements pursuant to Subsection 12.1.2 hereof for the months coinciding with the end of each calendar quarter12(a)(ii) hereof, Borrowers Borrower will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "C" attached hereto, signed by the President or Chief Financial Officer of each Borrower, (i) stating that each Borrower has fulfilled in all material respects its obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue as of the date of such certificate (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of each Borrower in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) summarizing any property sales during such period and setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.212(r), 13.1.3, 13(b) and 13.1.4 (c); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12.1.1 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 12(a)(ii) hereof for the months coinciding with the end of each calendar quarter, Borrowers the Company will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "CD" attached hereto, signed by the President or Chief Financial Officer of each Borrowerthe Company, (i) stating that the Company and each Borrower of its Subsidiaries has fulfilled in all material respects its respective obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of each Borrower and each Subsidiary Guarantor in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.213(b), 13.1.3(c), (d) and 13.1.4 (e); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12.1.1 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 12(a)(ii) hereof for the months coinciding with the end of each calendar quarter, Borrowers EXCO will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "CD" attached hereto, signed by the President or Chief Financial Officer of each BorrowerEXCO, (i) stating that each Borrower EXCO has fulfilled in all material respects its respective obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of each Borrower and each Guarantor in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.213(b), 13.1.3(c), (d) and 13.1.4 (e); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12.1.1 Section 10(a)(i) hereof and each of the quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 hereof for the months coinciding with the end of Section 10(a)(ii) hereof, Borrower and each calendar quarter, Borrowers Guarantor will furnish or cause to be furnished to the Agent a certificate Bank separate certificates in the form of Exhibit "CD" attached hereto, signed by an authorized officer of the President General Partner of Borrower or Chief Financial Officer by an authorized officer of each Borrowerthe corporate Guarantors or by the individual Guarantor, as the case may be, (i) stating that each the Borrower or such Guarantor, as the case may be, has fulfilled in all material respects its obligations under the Notes Note and the Loan DocumentsSecurity Instruments, including this Agreement, and that all representations and warranties made herein and therein by such party continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a an Event of Default has occurred, specifying the Event of Default and the nature and status thereof; (ii) to the extent requested from time to time by the AgentBank, specifically affirming compliance of each the Borrower or a Guarantor, as the case may be, in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.2, 13.1.3, and 13.1.4 Borrower's ratio of Collateral Value to Total Outstandings; and (iv) containing or accompanied by such financial or other details, information and material as the Agent Bank may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12.1.1 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 12(a)(ii) hereof for the months coinciding with the end of each calendar quarter, Borrowers Canaan, on a consolidated basis and on behalf of all Borrowers, will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "C" attached hereto, signed by the President or Chief Financial Officer of each Borrower, (i) stating that each Borrower has fulfilled in all material respects its obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of each Borrower in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.213(b), 13.1.3(c), (d), and 13.1.4 and (ive) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of -------------------------- the annual audited Financial Statements pursuant to Subsection 12.1.1 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 12(a)(ii) hereof for the months coinciding with the end of each calendar quarter, Borrowers will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "C" attached hereto, signed by the President or Chief Financial Officer of each Borrower, (i) stating that each Borrower has fulfilled in all material respects its obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of each Borrower in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.213(b), 13.1.3, (c) and 13.1.4 (d); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12.1.1 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 12(a)(ii) hereof for the months coinciding with the end of each calendar quarter, Borrowers Borrower and Guarantor, as the case may be, will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "CE" attached hereto, signed by the President or Chief Financial Officer of Borrower and each BorrowerGuarantor, (i) stating that Borrower and each Borrower has Guarantor have fulfilled in all material respects its their respective obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of Borrower and each Borrower Guarantor in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.213(b), 13.1.3(c), (d) and 13.1.4 (e); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements of Borrower pursuant to Subsection 12.1.1 12(a)(i) hereof and the quarterly unaudited Financial Statements of Borrower pursuant to Subsection 12.1.2 hereof for the months coinciding with the end of each calendar quarterSection 12(a)(ii) hereof, Borrowers Borrower will furnish or cause to be furnished to the Agent Bank a certificate in the form of Exhibit "C" attached hereto, signed by the President or Chief Financial Officer of each Borrower, the Borrower (i) stating that each that, except as otherwise disclosed therein, Borrower has fulfilled in all material respects its obligations under the Notes this Agreement and the other Loan Documents, including this Agreement, Documents and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a an Event of Default has occurred, specifying the Event of Default and the nature and status thereof; (ii) to the extent requested from time to time by the AgentBank, specifically affirming compliance of each Borrower in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.2, 13.1.3, 13(b) and 13.1.4 (c); and (iv) containing or accompanied by such financial or other details, information and material as the Agent Bank may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of -------------------------- the annual audited Financial Statements pursuant to Subsection 12.1.1 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 12(a)(ii) hereof for the months coinciding with the end of each calendar quarter, Borrowers will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "C" attached hereto, signed by the President or Chief Financial Officer of each Borrower, (i) stating that each Borrower has fulfilled in all material respects its obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a an Event of Default has occurred, specifying the Event of Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of each Borrower in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.213(b), 13.1.3(c), (d) and 13.1.4 (e); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of -------------------------- the annual audited Financial Statements pursuant to Subsection 12.1.1 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 12(a)(ii) hereof for the months coinciding with the end of each calendar quarter, Borrowers Borrower will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "CD" attached hereto, signed by the President or Chief Financial Officer of each Borrower, (i) stating that each Borrower has fulfilled in all material respects its obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of each Borrower in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.213(b), 13.1.3, (c) and 13.1.4 (d); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12.1.1 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 hereof for the months coinciding with the end of each calendar quarter12(a)(ii) hereof, -39- Borrowers will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "CD" attached hereto, signed by the President or President, Chief Financial Officer or other authorized representative of each BorrowerBorrowers, (i) stating that each Borrower has Borrowers and Guarantor have fulfilled in all material respects its their respective obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of each Borrower and Guarantor in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.213(b), 13.1.3, (c) and 13.1.4 (d); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12.1.1 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 12(a)(ii) hereof for the months coinciding with the end of each calendar quarter, Borrowers Borrower and Guarantors, as the case may be, will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "CE" attached hereto, signed by the President or Chief Financial Officer of each Borrowerthe Company, (i) stating that Borrower and each Borrower has Guarantor have fulfilled in all material respects its respective obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of Borrower and each Borrower Guarantor in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, certificate of compliance with Sections 13.1.213(b), 13.1.3(c), (d) and 13.1.4 (e); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12.1.1 hereof Section 12(a)(i) and the quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 hereof Section 12(a)(ii) for the months coinciding with the end of each calendar quarter, Borrowers the Company will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "CD" attached hereto, signed by the President or Chief Financial Officer of each Borrowerthe Company, (i) stating that each Borrower has and each Guarantor have fulfilled in all material respects its their respective obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of each Borrower and each Guarantor in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.2, 13.1.3, and 13.1.4 and (iv13(b) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.and

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12.1.1 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 12(a)(ii) hereof for the months coinciding with the end of each calendar quarter, Borrowers Borrower and Guarantor will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "CD" attached hereto, signed by the President or Chief Financial Officer of each BorrowerBorrower and Guarantor, (i) stating that each Borrower has and Guarantor have fulfilled in all material respects its their obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of each Borrower and Guarantor in all material respects with any of its their representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.213(b), 13.1.3, (c) and 13.1.4 (d); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12.1.1 12(a)(i) hereof and the unaudited annual and quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 12(a)(ii) and (iii) hereof for the months coinciding with the end of each calendar quarter, Borrowers Borrower will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "C" “D” attached hereto, signed by the President or Chief Financial Officer of each Borrower, Borrower or Chief Operating Officer. (i) stating that each Borrower has fulfilled in all material respects its respective obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of Borrower and each Borrower Guarantor in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.213(b), 13.1.3(c), (d) and 13.1.4 (e); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12.1.1 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 hereof for the months coinciding with the end of each calendar quarter12(a)(ii) hereof, Borrowers Borrower will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "“C" ” attached hereto, signed by the President or President, Chief Financial Officer or other authorized representative of each Borrower, (i) stating that each Borrower has fulfilled in all material respects its obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of each Borrower in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.213(b), 13.1.3, (c) and 13.1.4 (d); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12.1.1 11(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12.1.2 hereof for the months coinciding with the end of each calendar quarter11(a)(ii) hereof, Borrowers Borrower will furnish or cause to be furnished to the Agent Bank a certificate in the form of Exhibit "C" attached hereto, signed by the President or Chief Financial Officer of each Borrower, (i) stating that each Borrower has fulfilled in all material respects its obligations under the Notes Note and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a an Event of Default has occurred, specifying the Event of Default and the nature and status thereof; (ii) to the extent requested from time to time by the AgentBank, specifically affirming compliance of each Borrower in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13.1.212(b), 13.1.3(c), (d) and 13.1.4 (e); and (iv) containing or accompanied by such financial or other details, information and material as the Agent Bank may reasonably request to evidence such compliance.