Common use of Officer’s Compliance Certificates Clause in Contracts

Officer’s Compliance Certificates. At the time of the delivery of the financial statements provided for in Sections 8.01(a) and (b), a certificate of the senior financial officer of the Parent in a form reasonably satisfactory to the Administrative Agent to the effect that, to the best of such officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, (A) set forth the calculations required to establish whether the Parent was in compliance with the provisions of Sections 9.07 through 9.09, inclusive, at the end of such fiscal quarter or year, as the case may be and (B) certify that there have been no changes and certain Schedules and Annexes of the Pledge Agreement as the Administrative Agent may reasonably request or, if later, since the date of the most recent certificate delivered pursuant to this Section 8.01(e)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (B), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Security Documents) and whether the Parent and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Security Documents in connection with any such changes. At the time of a Collateral Disposition or Vessel Exchange in respect of any Mortgaged Vessel, a certificate of a senior financial officer of the Parent which certificate shall (x) certify on behalf of the Parent the last appraisal received pursuant to Section 8.01(c) determining the Aggregate Mortgaged Vessel Value after giving effect to such disposition or exchange, as the case may be, and (y) set forth the calculations required to establish whether the Parent is in compliance with the provisions of Section 9.09 after giving effect to such disposition or exchange, as the case may be.

Officer’s Compliance Certificates. At the time of (i) Together with the delivery of the financial statements provided for in Sections 8.01(aSection 6.01 Financials, beginning with the fiscal period ending December 31, 2019, (x) and a certificate (ba “Compliance Certificate”), substantially in the form of Exhibit E, signed by a certificate of the senior financial officer of the Parent in a form reasonably satisfactory to the Administrative Agent to the effect that, to the best of such officer’s knowledge, no Default or Event of Default has occurred Financial Officer and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, including: (A) set forth the calculations required to establish whether the Parent Borrower was in compliance with the provisions of Sections 9.07 through 9.09, inclusive, Section 7.06 as at the end of such fiscal quarter year or yearperiod (if then in effect), as the case may be and (B) certify in connection with the financial statements provided for pursuant to Section 6.01(a), a reasonably detailed calculation of the Available Amount as at the end of the fiscal year to which such financial statements relate, (C) in connection with the financial statements provided for pursuant to Section 6.01(a), a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Credit Party and the location of the chief executive office of each Credit Party of the Perfection Certificate or confirming that there have has been no changes and certain Schedules and Annexes change in such information since the later of the Pledge Agreement as the Administrative Agent may reasonably request or, if later, since ThirdFifth Amendment Effective Date or the date of the most recent certificate delivered pursuant to this last such report, (D) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 8.01(e)(i), or if there have been any such changes, 2.13(c) and (E) a list in reasonable detail of such changes (but, in each case with respect to this clause (B), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Security Documents) and whether the Parent and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Security Documents in connection with any such changes. At the time of a Collateral Disposition or Vessel Exchange in respect of any Mortgaged Vessel, a certificate of a senior financial officer Subsidiary of the Parent which certificate shall (x) certify on behalf Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the Parent date of delivery of such Compliance Certificate or confirmation that there has been no change in such information since the later of the ThirdFifth Amendment Effective Date or the date of the last appraisal received pursuant such list and, if there exists Unrestricted Subsidiaries, consolidating financial statements reasonably acceptable to Section 8.01(c) determining the Aggregate Mortgaged Vessel Value after giving effect Administrative Agent relating to the Parent Borrower and its Restricted Subsidiaries, on one 141 hand, and such disposition or exchangeUnrestricted Subsidiaries, as on the case may be, other hand and (y) set forth to the calculations required to establish whether extent for such fiscal period the Parent Borrower is in compliance not a public reporting company, or such management discussion and analysis is not publicly available, a management discussion and analysis with respect to the provisions of Section 9.09 after giving effect financial information, including a comparison to such disposition or exchange, as and variances from the case may beimmediately preceding period and budget.

Officer’s Compliance Certificates. At (i) Within five (5) Business Days after the time required date of the delivery of the financial statements provided for in Sections 8.01(aSection 6.01 Financials, (x) and a certificate (ba “Compliance Certificate”), substantially in the form of Exhibit E, signed by a certificate of the senior financial officer of the Parent in a form reasonably satisfactory to the Administrative Agent to the effect that, to the best of such officer’s knowledge, no Default or Event of Default has occurred Financial Officer and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, including: (A) set forth the calculations required to establish whether the Parent Borrower was in compliance with the provisions of Sections 9.07 through 9.09, inclusive, Section 7.06 as at the end of such fiscal quarter year or yearperiod, as the case may be and (B) certify in connection with the financial statements provided for pursuant to Section 6.01(a), a reasonably detailed calculation of Excess Cash Flow and the Available Amount as at the end of the fiscal year to which such financial statements relate, (C) in connection with the financial statements provided for pursuant to Section 6.01(a), a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Credit Party and the location of the chief executive office of each Credit Party of the Perfection Certificate or confirming that there have has been no changes and certain Schedules and Annexes change in such information since the later of the Pledge Agreement as the Administrative Agent may reasonably request or, if later, since Closing Date or the date of the most recent certificate delivered pursuant to this last such report, (D) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 8.01(e)(i), or if there have been any such changes, 2.15(c) and (E) a list in reasonable detail of such changes (but, in each case with respect to this clause (B), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Security Documents) and whether the Parent and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Security Documents in connection with any such changes. At the time of a Collateral Disposition or Vessel Exchange in respect of any Mortgaged Vessel, a certificate of a senior financial officer Subsidiary of the Parent which certificate shall (x) certify on behalf Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the Parent date of delivery of such Compliance Certificate or confirmation that there has been no change in such information since the later of the Closing Date or the date of the last appraisal received pursuant such list and, if there exists Unrestricted Subsidiaries, consolidating financial statements reasonably acceptable to Section 8.01(c) determining the Aggregate Mortgaged Vessel Value after giving effect Administrative Agent relating to the Parent Borrower and its Restricted Subsidiaries, on one hand, and such disposition or exchangeUnrestricted Subsidiaries, as on the case may be, other hand and (y) set forth to the calculations required to establish whether extent for such fiscal period the Parent Borrower is in compliance not a public reporting company, or such management discussion and analysis is not publicly available, a management discussion and analysis with respect to the provisions of Section 9.09 after giving effect financial information, including a comparison to such disposition or exchange, as and variances from the case may beimmediately preceding period and budget.

Officer’s Compliance Certificates. At (i) Within five (5) Business Days after the time required date of the delivery of the financial statements provided for in Sections 8.01(asubparts (a) and (b) above, (x) a certificate (a “Compliance Certificate”), substantially in the form of Exhibit E, signed by a certificate of the senior financial officer of the Parent in a form reasonably satisfactory to the Administrative Agent to the effect that, to the best of such officer’s knowledge, no Default or Event of Default has occurred Financial Officer and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, including: (A) set forth the calculations required to establish whether the Parent Holdings was in compliance with the provisions of Sections 9.07 through 9.09, inclusive, Section 7.06 as at the end of such fiscal quarter year or yearperiod (but only to the extent the last day of such year or period was a Compliance Date), as the case may be and (B) certify in connection with the financial statements provided for pursuant to Section 6.01(a), a reasonably detailed calculation of Excess Cash Flow and the Available Amount as at the end of the fiscal year to which such financial statements relate, (C) in connection with the financial statements provided for pursuant to Section 6.01(a), a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Credit Party and the location of the chief executive office of each Credit Party of the Perfection Certificate or confirming that there have has been no changes and certain Schedules and Annexes change in such information since the later of the Pledge Agreement as the Administrative Agent may reasonably request or, if later, since Closing Date or the date of the most recent certificate delivered pursuant to this Section 8.01(e)(i)last such report, or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (B), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Security DocumentsD) and whether the Parent and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Security Documents in connection with any such changes. At the time of a Collateral Disposition or Vessel Exchange in respect of any Mortgaged Vesselfinancial statements provided for pursuant to Section 6.01(a), a certificate description of each event, Table of Contents condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a senior financial officer mandatory prepayment under Section 2.15(c) and (E) a list of each Subsidiary of the Parent which certificate shall (x) certify on behalf Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the Parent date of delivery of such Compliance Certificate or confirmation that there has been no change in such information since the later of the Closing Date or the date of the last appraisal received pursuant to Section 8.01(c) determining the Aggregate Mortgaged Vessel Value after giving effect to such disposition or exchange, as the case may be, list and (y) set forth to the calculations required extent for such fiscal period Holdings is not a public reporting company, or such management discussion and analysis is not publicly available, a management discussion and analysis with respect to establish whether the Parent is financial information, including a comparison to and variances from the immediately preceding period and budget (it being understood and agreed that management discussion and analysis in compliance a form reasonably consistent with the provisions of Section 9.09 after giving effect management discussion and analysis delivered to such disposition or exchange, as the case may beAdministrative Agent prior to the Closing Date in connection with the Transactions is acceptable for purposes hereof).

Officer’s Compliance Certificates. At the time of (i) Together with the delivery of the financial statements provided for in Sections 8.01(aSection 6.01 Financials, beginning with the fiscal period ending MarchDecember 31, 2016,2019, (x) and a certificate (ba “Compliance Certificate”), substantially in the form of Exhibit E, signed by a certificate of the senior financial officer of the Parent in a form reasonably satisfactory to the Administrative Agent to the effect that, to the best of such officer’s knowledge, no Default or Event of Default has occurred Financial Officer and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall, including: (A) set forth the calculations required to establish whether the Parent Borrower was in compliance with the provisions of Sections 9.07 through 9.09, inclusive, Section 7.06 as at the end of such fiscal quarter year or yearperiod (if then in effect), as the case may be and (B) certify in connection with the financial statements provided for pursuant to Section 6.01(a), a reasonably detailed calculation of Excess Cash Flow and the Available Amount as at the end of the fiscal year to which such financial statements relate, (C) in connection with the financial statements provided for pursuant to Section 6.01(a), a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Credit Party and the location of the chief executive office of each Credit Party of the Perfection Certificate or confirming that there have has been no changes and certain Schedules and Annexes change in such information since the later of the Pledge Agreement as the Administrative Agent may reasonably request or, if later, since ClosingThird Amendment Effective Date or the date of the most recent certificate delivered pursuant to this last such report, (D) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 8.01(e)(i), or if there have been any such changes, 2.13(c) and (E) a list in reasonable detail of such changes (but, in each case with respect to this clause (B), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Security Documents) and whether the Parent and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Security Documents in connection with any such changes. At the time of a Collateral Disposition or Vessel Exchange in respect of any Mortgaged Vessel, a certificate of a senior financial officer Subsidiary of the Parent which certificate shall (x) certify on behalf Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the Parent date of delivery of such Compliance Certificate or confirmation that there has been no change in such information since the later of the ClosingThird Amendment Effective Date or the date of the last appraisal received pursuant such list and, if there exists Unrestricted Subsidiaries, consolidating financial statements reasonably acceptable to Section 8.01(c) determining the Aggregate Mortgaged Vessel Value after giving effect Administrative Agent relating to the Parent Borrower and its Restricted Subsidiaries, on one hand, and such disposition or exchangeUnrestricted Subsidiaries, as on the case may be, other hand and (y) set forth to the calculations required to establish whether extent for such fiscal period the Parent Borrower is in compliance not a public reporting company, or such management discussion and analysis is not publicly available, a management discussion and analysis with respect to the provisions of Section 9.09 after giving effect financial information, including a comparison to such disposition or exchange, as and variances from the case may beimmediately preceding period and budget.

Officer’s Compliance Certificates. At (i) Within five (5) Business Days after the time of the delivery of the financial statements provided for in Sections 8.01(asubparts (a) and (b) above, (x) a certificate (a “Compliance Certificate”), substantially in the form of Exhibit E, signed by a certificate of the senior financial officer of the Parent in a form reasonably satisfactory to the Administrative Agent Financial Officer to the effect that, to the best of such officer’s knowledge, that no Default or Event of Default has occurred and is continuing exists or, if any Default or Event of Default has occurred and is continuingdoes exist, specifying the nature and extent thereof (in reasonable detail), which certificate shall, and the actions the Parent Borrower has taken or proposes to take with respect thereto and including: (A) set forth the calculations required to establish whether the Parent was in compliance with the provisions of Sections 9.07 through 9.09, inclusive, at the end of such fiscal quarter or year, as the case may be Borrower and (B) certify that there have been no changes and certain Schedules and Annexes of the Pledge Agreement as the Administrative Agent may reasonably request or, if later, since the date of the most recent certificate delivered pursuant to this Section 8.01(e)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (B), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Security Documents) and whether the Parent and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Security Documents in connection with any such changes. At the time of a Collateral Disposition or Vessel Exchange in respect of any Mortgaged Vessel, a certificate of a senior financial officer of the Parent which certificate shall (x) certify on behalf of the Parent the last appraisal received pursuant to Section 8.01(c) determining the Aggregate Mortgaged Vessel Value after giving effect to such disposition or exchange, as the case may be, and (y) set forth the calculations required to establish whether the Parent is its Restricted Subsidiaries were in compliance with the provisions of Section 9.09 after giving effect 7.06 as at the end of such fiscal year or period, (B) in connection with the financial statements provided for in subpart (a) above, a reasonably detailed calculation of Excess Cash Flow and the Available Amount as at the end of the fiscal year to which such disposition financial statements relate, (C) in connection with the financial statements provided for in subpart (a) above, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Credit Party and the location of the chief executive office of each Credit Party of the Perfection Certificate or exchangeconfirming that there has been no change in such information since the later of the Closing Date or the date of the last such report, (D) in connection with the financial statements provided for in subpart (a) and (b) above, a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.15(c) and (E) a list of each Subsidiary of the Parent Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the case may bedate of delivery of such Compliance Certificate or confirmation that there has been no change in such information since the later of the Closing Date or the date of the last such list and (y) to the extent for such fiscal period the Parent Borrower is not a public reporting company, or such management discussion and analysis is not publicly available, a management discussion and analysis with respect to the financial information, including a comparison to and variances from the immediately preceding period and budget.