Common use of Certificates of Compliance Clause in Contracts

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12(a)(ii) hereof for the months coinciding with the end of each calendar quarter, Borrower and Guarantor, as the case may be, will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "E" attached hereto, signed by the President or Chief Financial Officer of Borrower and each Guarantor, (i) stating that Borrower and each Guarantor have fulfilled in all material respects their respective obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of Borrower and each Guarantor in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13(b), (c), (d) and (e); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12(a)(iSection 10(a)(i) hereof and each of the quarterly unaudited Financial Statements pursuant to Subsection 12(a)(iiSection 10(a)(ii) hereof for the months coinciding with the end of each calendar quarterhereof, Borrower and Guarantor, as the case may be, each Guarantor will furnish or cause to be furnished to the Agent a certificate Bank separate certificates in the form of Exhibit "ED" attached hereto, signed by an authorized officer of the President or Chief Financial Officer General Partner of Borrower and each or by an authorized officer of the corporate Guarantors or by the individual Guarantor, as the case may be, (i) stating that the Borrower and each Guarantor have or such Guarantor, as the case may be, has fulfilled in all material respects their respective its obligations under the Notes Note and the Loan DocumentsSecurity Instruments, including this Agreement, and that all representations and warranties made herein and therein by such party continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a an Event of Default has occurred, specifying the Event of Default and the nature and status thereof; (ii) to the extent requested from time to time by the AgentBank, specifically affirming compliance of the Borrower and each Guarantor or a Guarantor, as the case may be, in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13(b), (c), (d) and (e)Borrower's ratio of Collateral Value to Total Outstandings; and (iv) containing or accompanied by such financial or other details, information and material as the Agent Bank may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12(a)(i) hereof and each of the quarterly unaudited Financial Statements pursuant to Subsection 12(a)(ii) hereof for the months coinciding with the end of each calendar quarterhereof, Borrower and Guarantor, as the case may be, Guarantor will furnish or cause to be furnished to the Agent Bank a certificate in the form of Exhibit "ED" attached hereto, signed by the President President, or Chief Financial Officer chief financial officer of the Borrower and each Guarantor, the Guarantor (i) stating that the Borrower and each the Guarantor have fulfilled in all material respects their respective obligations under the Notes Note, the Guaranty and the Loan DocumentsSecurity Instruments, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a an Event of Default has occurred, specifying the Event of Default and the nature and status thereof; (ii) to the extent requested from time to time by the AgentBank, specifically affirming compliance of the Borrower and each the Guarantor in all material respects with any of its their respective representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13(b), (c13(c), (d), (e) and (ef); and (iv) containing or accompanied by such financial or other details, information and material as the Agent Bank may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12(a)(ii) hereof for the months coinciding with the end of each calendar quarter, Borrower and GuarantorGuarantors, as the case may be, will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "E" attached hereto, signed by the President or Chief Financial Officer of Borrower and each Guarantorthe Company, (i) stating that Borrower and each Guarantor have fulfilled in all material respects their its respective obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of Borrower and each Guarantor in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, certificate of compliance with Sections 13(b), (c), (d) and (e); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12(a)(ii) hereof for the months coinciding with the end of each calendar quarterhereof, Borrower and Guarantor, as the case may be, will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "ED" attached hereto, signed by the President or President, Chief Financial Officer or other authorized representative of Borrower and each GuarantorBorrower, (i) stating that Borrower and each Guarantor Guarantors have fulfilled in all material respects their respective obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the -38- extent requested from time to time by the Agent, specifically affirming compliance of Borrower and each Guarantor in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13(b), (c), (d) and (ed); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.. (c) Accountants' Certificate. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Section 12(a)(i) hereof, Borrower will furnish a statement from the firm of independent public accountants which prepared such Financial Statements to the effect that nothing has come to their attention to cause them to believe that there existed on the date of such statements any Event of Default and specifically calculating Borrower's compliance with Sections 13(b), (c) and (d) of this Agreement. (d)

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12(a)(ii) hereof for the months coinciding with the end of each calendar quarter, Borrower Canaan, on a consolidated basis and Guarantor, as the case may beon behalf of all Borrowers, will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "EC" attached hereto, signed by the President or Chief Financial Officer of Borrower and each GuarantorBorrower, (i) stating that each Borrower and each Guarantor have has fulfilled in all material respects their respective its obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of each Borrower and each Guarantor in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13(b), (c), (d) ), and (e); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.