Common use of Officers' and Compliance Certificates Clause in Contracts

Officers' and Compliance Certificates. together with each delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, (a) an Officers' Certificate of Company stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 6; (v) ACCOUNTANTS' CERTIFICATION: together with each delivery of consolidated financial statements of Company and its Subsidiaries pursuant to subdivision (iii) above, a written statement by the independent certified public accountants giving the report thereon (a) stating that their audit has included a review of the terms of this Agreement and the other Loan Documents as they relate to accounting matters, (b) stating whether, in connection with their audit, any condition or event that constitutes an Event of Default or Potential Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof; PROVIDED that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default or Potential Event of Default that would not be disclosed in the course of their audit, and (c) stating that based on their audit nothing has come to their attention that causes them to believe either or both that the information contained in the certificates delivered therewith pursuant to subdivision (iv) above is not correct or that the matters set forth in the Compliance Certificates delivered therewith pursuant to clause (b) of subdivision (iv) above for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement; (vi)

Officers' and Compliance Certificates. (a) together with each delivery of financial statements of Holdings and its Subsidiaries and Company and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, (a1) an Officers' Certificate of Company stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of each of Holdings and its Subsidiaries and Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b2) a Compliance Certificate duly executed and duly completed in all respects provided that with respect to the delivery of financial statements for Company's Fiscal Year ended February 2, 1997, such Compliance Certificate shall be completed with reference to the Company's compliance with the covenants contained in the Existing Credit Agreement; and (b) within 100 days after the beginning of each Fiscal Year and in 106 any event on or prior to the date of any mandatory prepayments made pursuant to subsection 2.4B(iii)(e) during such Fiscal Year, an Officers' Certificate of Company setting forth the Consolidated Excess Cash Flow for the Fiscal Year covered by such financial statements and demonstrating in reasonable detail compliance during and at the end derivation of the applicable accounting periods with the restrictions contained in Section 6; (v) ACCOUNTANTS' CERTIFICATION: together with each delivery of consolidated financial statements of Company and its Subsidiaries pursuant to subdivision (iii) above, a written statement by the independent certified public accountants giving the report thereon (a) stating that their audit has included a review of the terms of this Agreement and the other Loan Documents as they relate to accounting matters, (b) stating whether, in connection with their audit, any condition or event that constitutes an Event of Default or Potential Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof; PROVIDED that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default or Potential Event of Default that would not be disclosed in the course of their audit, and (c) stating that based on their audit nothing has come to their attention that causes them to believe either or both that the information contained in the certificates delivered therewith pursuant to subdivision (iv) above is not correct or that the matters set forth in the Compliance Certificates delivered therewith pursuant to clause (b) of subdivision (iv) above for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement; (vi)Consolidated Excess Cash Flow;

Officers' and Compliance Certificates. together with each delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, (a) an Officers' Certificate of Company stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail (1) compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 6; 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period and (v2) ACCOUNTANTS' CERTIFICATION: together with each delivery respect to any Net Asset Sale Proceeds received by Company or any of consolidated financial statements of Company and its Subsidiaries pursuant to subdivision (iii) above, a written statement by during the independent certified public accountants giving second Fiscal Quarter immediately preceding the report thereon (a) stating that their audit has included a review of the terms of this Agreement and the other Loan Documents as they relate to accounting matters, (b) stating whether, Fiscal Quarter in connection with their audit, any condition or event that constitutes an Event of Default or Potential Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof; PROVIDED that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default or Potential Event of Default that would not be disclosed in the course of their audit, and (c) stating that based on their audit nothing has come to their attention that causes them to believe either or both that the information contained in the certificates delivered therewith pursuant to subdivision (iv) above is not correct or that the matters set forth in the Compliance Certificates delivered therewith pursuant to clause (b) of subdivision (iv) above for which the applicable Fiscal Year are accounting period ends, whether or not stated in accordance with the terms all or any portion of this Agreement; (vi)such Net Asset Sale Proceeds shall have become Unreinvested Asset Sale Proceeds;

Officers' and Compliance Certificates. together with each delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, (a) an Officers' Officer's Certificate of Company stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Officer's Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition condi tion or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; (b) a Margin Determination Certificate demonstrating in reasonable detail the Consolidated Leverage Ratio for the four consecutive fiscal quarters ending on the last day of the accounting period covered by such financial statements; and (bc) a Compliance Certificate demonstrating in reasonable detail Asset Sale Proceeds, Net Insurance/Condemnation Proceeds and Consolidated Excess Cash Flow received during the period and compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 6; (v) ACCOUNTANTS' CERTIFICATION: together 7, in each case to the extent 101 103 compliance with each delivery of consolidated financial statements of Company and its Subsidiaries pursuant such restrictions is required to subdivision (iii) above, a written statement by be tested at the independent certified public accountants giving the report thereon (a) stating that their audit has included a review end of the terms of this Agreement and the other Loan Documents as they relate to applicable accounting matters, (b) stating whether, in connection with their audit, any condition or event that constitutes an Event of Default or Potential Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof; PROVIDED that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default or Potential Event of Default that would not be disclosed in the course of their audit, and (c) stating that based on their audit nothing has come to their attention that causes them to believe either or both that the information contained in the certificates delivered therewith pursuant to subdivision (iv) above is not correct or that the matters set forth in the Compliance Certificates delivered therewith pursuant to clause (b) of subdivision (iv) above for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement; (vi)period;

Officers' and Compliance Certificates. together with each delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, (a) an Officers' Certificate of Company stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect REVOLVING LOAN CREDIT AGREEMENT EXECUTION 97 105 thereto; and (b) a Compliance Certificate demonstrating in reasonable detail (1) compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 6; 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period and (v2) ACCOUNTANTS' CERTIFICATION: together with each delivery respect to any Net Asset Sale Proceeds received by Company or any of consolidated financial statements of Company and its Subsidiaries pursuant to subdivision (iii) above, a written statement by during the independent certified public accountants giving second Fiscal Quarter immediately preceding the report thereon (a) stating that their audit has included a review of the terms of this Agreement and the other Loan Documents as they relate to accounting matters, (b) stating whether, Fiscal Quarter in connection with their audit, any condition or event that constitutes an Event of Default or Potential Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof; PROVIDED that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default or Potential Event of Default that would not be disclosed in the course of their audit, and (c) stating that based on their audit nothing has come to their attention that causes them to believe either or both that the information contained in the certificates delivered therewith pursuant to subdivision (iv) above is not correct or that the matters set forth in the Compliance Certificates delivered therewith pursuant to clause (b) of subdivision (iv) above for which the applicable Fiscal Year are accounting period ends, whether or not stated in accordance with the terms all or any portion of this Agreement; (vi)such Net Asset Sale Proceeds shall have become Unreinvested Asset Sale Proceeds;

Officers' and Compliance Certificates. together with ------------------------------------- each delivery of financial statements of Company Holdings and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, (a) an Officers' Officer's Certificate of Company stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Company Holdings and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Officer's Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 6; (v) ACCOUNTANTS' CERTIFICATION: together 7, in each case to the extent compliance with each delivery of consolidated financial statements of Company and its Subsidiaries pursuant such restrictions is required to subdivision (iii) above, a written statement by be tested at the independent certified public accountants giving the report thereon (a) stating that their audit has included a review end of the terms of this Agreement and the other Loan Documents as they relate to applicable accounting matters, (b) stating whether, in connection with their audit, any condition or event that constitutes an Event of Default or Potential Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof; PROVIDED that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default or Potential Event of Default that would not be disclosed in the course of their auditperiod, and (c) stating that based on their audit nothing has come with respect to their attention that causes them to believe either any Net Asset Sale Proceeds or both that Net Insurance/Condemnation Proceeds received by Company or any of its Subsidiaries during the information contained second Fiscal Quarter immediately preceding the Fiscal Quarter in the certificates delivered therewith pursuant to subdivision (iv) above is not correct or that the matters set forth in the Compliance Certificates delivered therewith pursuant to clause (b) of subdivision (iv) above for which the applicable Fiscal Year are accounting period ends, whether or not stated in accordance with all or any portion of such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds shall have become Unreinvested Asset Sale Proceeds or Unreinvested Insurance/Condemnation Proceeds, as the terms of this Agreement; (vi)case may be;

Officers' and Compliance Certificates. together with each delivery of financial statements of Company and its Subsidiaries pursuant to subdivision (i), an Officers' Certificate of Company as provided in clause (a) below, and together with each delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, (a) an Officers' Certificate of Company stating (x) that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect theretothereto and (y) that the Company does not as at the date of such Officer's Certificate, have any Contingent Obligation, contingent liability or unusual forward or long-term commitment arising from any amendments to the Management Contracts that is not reflected in the financial statements being delivered or the notes thereto and which in any such case is material in relation to the business operations, properties, assets, condition (financial or otherwise) or prospects of Company or any of its Subsidiaries; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 6; (v) ACCOUNTANTS' CERTIFICATION: together 7, in each case to the extent compliance with each delivery of consolidated financial statements of Company and its Subsidiaries pursuant such restrictions is required to subdivision (iii) above, a written statement by be tested at the independent certified public accountants giving the report thereon (a) stating that their audit has included a review end of the terms of this Agreement and the other Loan Documents as they relate to applicable accounting matters, (b) stating whether, in connection with their audit, any condition or event that constitutes an Event of Default or Potential Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereofperiod; PROVIDED that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default or Potential Event of Default that would not be disclosed in the course of their audit, and (c) stating that based on their audit nothing has come to their attention that causes them to believe either or both that a Margin Determination Certificate demonstrating in reasonable detail the information contained in the certificates delivered therewith pursuant to subdivision (iv) above is not correct or that the matters set forth in the Compliance Certificates delivered therewith pursuant to clause (b) of subdivision (iv) above Consolidated Leverage Ratio for the applicable Fiscal Year are not stated in accordance with four consecutive fiscal quarters ending on the terms last day of this Agreement; (vi)the accounting period covered by such financial statements.