Common use of Compliance and No Default Certificate Clause in Contracts

Compliance and No Default Certificate. Together with the reports and statements required by subsections (b) and (c), Borrower Representative shall deliver a Compliance Certificate signed by a Responsible Officer of Borrower Representative (a) stating that such statements and reports are true and correct and fairly present, in all material respects, the consolidated financial condition and results of operations of the Reporting Companies for the period presented and that such statements were prepared in accordance with GAAP (except, with respect to statements delivered for any Fiscal Month or Fiscal Quarter, the absence of footnotes and subject to normal year-end adjustments); (b) stating that no Default or Event of Default then exists or, if a Default or Event of Default exists, the nature and duration thereof and Credit Parties’ intention with respect thereto; (c) to which will be attached or accompanied by a spreadsheet showing calculations of all Financial Covenants, which must be of such detail as reasonably requested by Administrative Agent from time to time; (d) setting forth a list of all Acquisitions, Investments in excess of the Threshold Amount, Restricted Payments, prepayments of principal under the Term Loan Agreement and Subordinated Debt, the incurrence of Funded Debt in excess of the Threshold Amount and, upon Administrative Agent’s request, Asset Dispositions, in each case from the date of the previously delivered Compliance Certificate through the date of such certificate, together with the total amount for each of the foregoing categories, which must be of such detail as reasonably requested by Administrative Agent from time to time; and (e) setting forth any change to the information set forth in any Beneficial Ownership Certificate that would result in a change to the list of beneficial owners set forth therein. Credit Parties also shall cause their independent auditor to submit to Administrative Agent, LC Issuer, and the Lenders, together with its audit report (if applicable) a statement that, in the course of conducting such audit, it discovered no circumstances which it believes would result in a Default or Event of Default or, if it discovered any such circumstances, the nature and duration thereof.

Compliance and No Default Certificate. Together with the reports and statements required by subsections Sections 8.6(b), (bc) and (cd), Borrower Representative shall deliver a Compliance Certificate signed by a Responsible Officer of Borrower Representative (a) stating that such statements and reports are true and correct and fairly present, in all material respects, the consolidated Consolidated financial condition position and results of operations of the Reporting Tested Companies for the period presented and that such statements were prepared in accordance with GAAP (except, with respect to statements delivered for any Fiscal Month or Fiscal Quarter, the absence of footnotes and subject to normal year-end adjustments); (b) stating that no Default or Event of Default then exists or, if a Default or Event of Default exists, the nature and duration thereof and Credit Parties’ intention with respect thereto; (c) to which will be attached or accompanied by a spreadsheet showing calculations of all Financial Covenants, which that must be of such detail as reasonably requested by Administrative Agent from time to time; and (d) solely in connection with the reports and statements required by (i) Section 8.6(b), setting forth a list of all Acquisitions, Investments made or existing in excess of the Threshold Amountreliance on Section 9.4(d), (e), (f), (k), (p), (q), (s) or (t), Restricted PaymentsPayments made in reliance on Section 9.3(d), prepayments of principal under the Term Loan Agreement and (e), (f), (g) or (i), payments on Funded Debt made in reliance on Section 9.6(f), (g) or (h), payments on Subordinated Debt, the incurrence of Funded Debt other than the Obligations and Term Loan Debt, and Asset Dispositions made in excess reliance on clause (j) or (m) of the Threshold Amount and, upon Administrative Agent’s request, definition of “Permitted Asset Dispositions” and (ii) Section 8.6(b) and Section 8.6(d), setting forth a list of all Restricted Payments made pursuant to Section 9.3(f) or (g), in each case from of clauses (i) and (ii), during the date of period covered by the previously delivered financial statements with which the Compliance Certificate through the date of such certificateis delivered, together with the total amount for each of the foregoing categories, which that must be of such detail as reasonably requested by Administrative Agent from time to time; and (e) setting forth any change to the information set forth in any Beneficial Ownership Certificate that would result in a change to the list of beneficial owners set forth therein. Credit Parties also shall cause their independent auditor to submit to Administrative Agent, LC Issuer, and the Lenders, together with its audit report (if applicable) a statement that, in the course of conducting such audit, it discovered no circumstances which it believes would result in a Default or Event of Default or, if it discovered any such circumstances, the nature and duration thereof.