Common use of Officers' and Compliance Certificates Clause in Contracts

Officers' and Compliance Certificates. together with each delivery of financial statements of Borrower and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, commencing with the financial statements delivered for the Fiscal Quarter ending April 2428, 20112013, (a) an Officer’s Certificate of Borrower stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under the signer’s supervision, a review in reasonable detail of the transactions and condition of 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 signer does not have knowledge of the existence as at the date of such 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 Borrower 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 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period, together with a description (including amounts) of all Investments and Consolidated Capital Expenditures made during such period, and with respect to each construction or expansion project of Borrower and its Restricted Subsidiaries, a report setting forth the budgeted and/or projected total cost of such project, the costs incurred to date for such project and the expenditures made to date for such project;

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of Borrower ChipPAC and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, commencing with the financial statements delivered for the Fiscal Quarter ending April 2428, 20112013, (a) an Officer’s 's Certificate of Borrower ChipPAC stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under the signer’s his or her supervision, a review in reasonable detail of the transactions and condition of Borrower ChipPAC 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 signer does did not have knowledge of the existence as at the date of such Officer’s Certificate, 's Certificate of any condition or event that constitutes an Event of a 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 Borrower ChipPAC has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate (which may be delivered after the applicable Fiscal Quarter or Fiscal Year end but prior to the date of delivery of such financial statements for purposes of determining the Applicable Leverage Ratio) demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7, in each case 7 (but only to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period); provided, that ChipPAC shall -------- deliver to Administrative Agent a Compliance Certificate and an Officer's Certificate upon and together with the delivery of a description Pricing Certificate; and (including amountsc) if any portion of all Investments and Consolidated Capital Expenditures made the proceeds of the Intel Preferred Stock or the HEI Unspent Amount was used during the preceding Fiscal Quarter, an Officer's Certificate of ChipPAC to such periodeffect, and with respect to each construction or expansion project of Borrower and its Restricted Subsidiaries, a report setting forth showing the budgeted and/or projected total cost of such project, the costs incurred to date for such project amount so used and the expenditures made to date for such projectamount that may be used in subsequent periods;

Officers' and Compliance Certificates. together with each delivery of ------------------------------------- financial statements of Borrower Company and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, commencing with the financial statements delivered for the Fiscal Quarter ending April 2428, 20112013, (a) an Officer’s 's Certificate of Borrower Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under the signer’s 's supervision, a review in reasonable detail of the transactions and condition of Borrower 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 signer does not have knowledge of the existence as at the date of such Officer’s '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 Borrower 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 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period, together with a description (including amounts) of all Investments and Consolidated Capital Expenditures made during such period, and with respect to each construction or expansion project of Borrower Company and its Restricted Subsidiaries, a report setting forth the budgeted and/or projected total cost of such project, the costs incurred to date for such project and the expenditures made to date for such project;; (v)

Officers' and Compliance Certificates. together with each delivery of financial statements of Borrower and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, commencing with the financial statements delivered for the Fiscal Quarter ending April 2428October 28, 201120132007, (a) an Officer’s Certificate of Borrower stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under the signer’s supervision, a review in reasonable detail of the transactions and condition of 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 signer does not have knowledge of the existence as at the date of such 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 Borrower 103 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 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period, together with a description (including amounts) of all Investments and Consolidated Capital Expenditures made during such period, and with respect to each construction or expansion project of Borrower and its Restricted Subsidiaries, a report setting forth the budgeted and/or projected total cost of such project, the costs incurred to date for such project and the expenditures made to date for such project;

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of Borrower Company and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, commencing with the financial statements delivered for the Fiscal Quarter ending April 2428, 20112013, (a) an Officer’s 's Certificate of Borrower Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under the signer’s his or her supervision, a review in reasonable detail of the transactions and condition of Borrower 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 signer does did not have knowledge of the existence as at the date of such Officer’s '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 Borrower Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate (which may be delivered after the applicable Fiscal Quarter or Fiscal Year end but prior to the date of delivery of such financial statements for purposes of determining the Applicable Leverage Ratio) demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7, in each case 7 (but only to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period); provided, that Company shall deliver to Administrative Agent a Compliance Certificate and an Officer's Certificate upon and together with the delivery of a description (including amounts) of all Investments and Consolidated Capital Expenditures made during such period, and with respect to each construction or expansion project of Borrower and its Restricted Subsidiaries, a report setting forth the budgeted and/or projected total cost of such project, the costs incurred to date for such project and the expenditures made to date for such projectPricing Certificate;

Officers' and Compliance Certificates. together with each ------------------------------------- delivery of financial statements of Borrower ChipPAC and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, commencing with the financial statements delivered for the Fiscal Quarter ending April 2428, 20112013, (a) an Officer’s 's Certificate of Borrower ChipPAC stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under the signer’s his or her supervision, a review in reasonable detail of the transactions and condition of Borrower ChipPAC 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 signer does did not have knowledge of the existence as at the date of such Officer’s Certificate, 's Certificate of any condition or event that constitutes an Event of a 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 Borrower ChipPAC has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate (which may be delivered after the applicable Fiscal Quarter or Fiscal Year end but prior to the date of delivery of such financial statements for purposes of determining the Applicable Leverage Ratio) demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7, in each case 7 (but only to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period); provided, that ChipPAC shall -------- deliver to Administrative Agent a Compliance Certificate and an Officer's Certificate upon and together with the delivery of a description Pricing Certificate; and (including amountsc) if any portion of all Investments and Consolidated Capital Expenditures made the proceeds of the Intel Preferred Stock or the HEI Unspent Amount or the Intersil Unspent Amount was used during the preceding Fiscal Quarter, an Officer's Certificate of ChipPAC to such periodeffect, and with respect to each construction or expansion project of Borrower and its Restricted Subsidiaries, a report setting forth showing the budgeted and/or projected total cost of such project, the costs incurred to date for such project amount so used and the expenditures made to date for such projectamount that may be used in subsequent periods;