Common use of Officers' and Compliance Certificates Clause in Contracts

Officers' and Compliance Certificates. (a) together with each delivery of financial statements of each Borrower and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, 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 Borrower 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 Borrowers have taken, are taking and propose to take with respect thereto; and (b) together with each delivery of financial statements pursuant to subdivision (ii) and (iii) above, a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7; 110

Officers' and Compliance Certificates. (a) together with each delivery of financial statements of each Borrower Borrowers and its their Subsidiaries pursuant to subdivisions (i), (iia) and (iiib) above, (i) an Officers' Certificate officer's certificate of Company Borrowers stating that the signers have reviewed the terms of this Credit Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of each Borrower Borrowers and its their 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' Certificateofficer'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 Borrowers have taken, are taking and propose to take with respect thereto; and (b) together with each delivery of financial statements pursuant to subdivision (ii) and (iii) above, a Compliance Certificate substantially in the form of EXHIBIT D demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7; 110SECTION 8.1 of this Credit Agreement in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period;

Officers' and Compliance Certificates. (a) together with each delivery of financial statements of each Borrower the Company and its Subsidiaries (or Restricted Subsidiaries, as the case may be) pursuant to subdivisions (i), clauses (ii) and (iii) above, (a) an Officers' ’ Certificate of the Company stating that the signers signers, on behalf of the Company, 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 Borrower the 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 Borrowers have the Borrower or any other Loan Party has taken, are taking and propose to take with respect thereto; and (b) together with each delivery of financial statements pursuant to subdivision (ii) and (iii) above, a Compliance 130 Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7; 110;

Officers' and Compliance Certificates. (a) together with each delivery of financial statements of each Borrower Holdings and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) aboveabove after the Fifth Restatement Effective Date, (a) an Officers' Certificate of Company Holdings 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 Borrower 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' 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 Borrowers have Holdings has taken, are is taking and propose proposes to take with respect thereto; and (b) together with each delivery of financial statements pursuant to subdivision (ii) and (iii) above, a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7; 1106;

Officers' and Compliance Certificates. (a) together with each delivery of financial statements of each Borrower Holdings and its Subsidiaries pursuant to subdivisions (i), ) and (ii) above and subdivision (iiixviii), below, (a) above, an Officers' Certificate of Company Holdings 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 Borrower 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' 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 Borrowers have Holdings has taken, are is taking and propose proposes to take with respect thereto; and (b) together with each delivery of financial statements pursuant to subdivision (ii) and (iii) above, a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7; 110, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period;

Officers' and Compliance Certificates. (a) together with each ------------------------------------- delivery of financial statements of each Borrower Holdings and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, (a) an Officers' Certificate of Company Holdings 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 Borrower 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' 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 Borrowers have Holdings or any of its Subsidiaries has taken, are is taking and propose proposes to take with respect thereto; and (b) together with each delivery of financial statements pursuant to subdivision (ii) and (iii) above, a Compliance Certificate of Holdings demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7; 110, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period;

Officers' and Compliance Certificates. (a) together with each delivery of financial statements of each Borrower LVSI and its Subsidiaries pursuant to subdivisions (i), clauses (ii) and (iii) above, (a) an Officers' Certificate of Company LVSI stating that the signers signers, on behalf of LVSI, 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 Borrower LVSI and its Subsidiaries (and, to the extent applicable, Phase II Subsidiary, Phase II Manager, Phase II Direct Holdings and their respective 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 the Borrowers have taken, are taking and propose to take with respect thereto; and (b) together with each delivery of financial statements pursuant to subdivision (ii) and (iii) above, a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7; 110;