Common use of Certificate Clause in Contracts

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 or 5.8 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 or 5.8 Section 4.4 and a brief reasonable explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.6 or 5.7 or 5.8 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any the additional amounts payable pursuant to Sections 5.7 Section 5.5 or 5.8 Section 5.6 and a brief reasonable explanation of such amounts which are due, submitted by any Lender or the Administrative Agent Bank to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.6 or 5.7 or 5.8 and a brief explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.6 or 5.7 or 5.8 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 4.3 or 5.8 4.4 and a brief explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 4.5 or 5.8 4.6 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent to the Borrower, Borrower shall be conclusive, absent manifest error, PRIMA FACIE evidence that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 6.7 or 5.8 6.8 and a brief explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, PRIMA FACIE evidence that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 Section 6.6 or 5.8 6.7 above and a brief explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 ss.6.6 or 5.8 6.7 and a brief explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any the additional amounts payable pursuant to Sections 5.7 Section 6.4 or 5.8 Section 6.5 and a brief reasonable explanation of such amounts which are due, submitted by any Lender or the Administrative Agent Bank to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 or 5.8 and a brief explanation of such amounts which are due, submitted by any Lender Lender, Agent or the Administrative Agent Issuing Bank to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 or 5.8 and a brief explanation of such amounts which are due, submitted by any Lender or Lender, the Administrative Agent or any Issuing Lender to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 or 5.8 Section 3.4 and a brief explanation of such amounts which are due, submitted by any the Lender or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections SECTION 5.7 or SECTION 5.8 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, PRIMA FACIE evidence that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 7.7 or 5.8 7.8 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 Section 5.5 or 5.8 Section 5.6 and a brief explanation of such amounts which that are due, submitted by any Lender or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, prima facie evidence that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 or 5.8 (S)5.3 and a brief explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 6.7 or 5.8 6.8 and a brief explanation of such amounts which are due, submitted by any Lender (including any Fronting Bank and the Issuing Bank) or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 SECTIONS 6.7 or 5.8 6.8 above and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 5.5 or 5.8 5.6 and a brief explanation of such amounts which are due, including reasonably detailed information regarding the method and calculation of such amount, submitted by any Lender Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, PRIMA FACIE evidence that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 or 5.8 section 4.7 and a brief reasonable explanation of such amounts which are due, submitted by any the Lender or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 6.6 or 5.8 6.7 and a brief explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 /section//section/4.5 or 5.8 4.6 and a brief explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 6.7 or 5.8 6.8 and a brief explanation of such amounts which are due, submitted by any Lender (including any Fronting Bank and the Issuing Bank) or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to Sections 5.7 (S)4.6 or 5.8 4.7 and a brief explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 or 5.8 and a brief explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 6.6 or 5.8 6.7 and a brief explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 secs.5.7 or 5.8 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 6.7 or 5.8 6.8 and a brief explanation of such amounts which are duedue and the basis upon which such amounts were calculated, submitted by any Lender Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections Section 5.7 or 5.8 and a brief explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 SECTION 5.5 or 5.8 5.6 and a brief explanation of such amounts which are due, submitted by any Lender Bank, the Issuing Bank or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts ----------- payable pursuant to Sections 5.7 or 5.8 (S)5.3 and a brief explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 or 5.8 ss.5.5 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent to the BorrowerBorrowers' Representative, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 Section 4.6 or 5.8 4.7 and a brief explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 SECTIONS 4.6 or 5.8 4.7 and a brief explanation of such amounts which are due and calculations in reasonable detail showing the determination of the amounts due, submitted by any Lender Bank or the Administrative Agent to the BorrowerObligors, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 6.6 or 5.8 6.7 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 or 5.8 and a brief explanation of such amounts which are duedue and the basis upon which such amounts were calculated, submitted by any Lender Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 SectionSection4.5 or 5.8 4.6 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent Bank to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 Section 6.6 or 5.8 6.7 above and a brief explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Managing Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 6.6 or 5.8 6.7 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent to the Borrowerapplicable Borrowers and the Agent, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 6.6 or 5.8 6.7 and a brief explanation of such amounts which are due, submitted by any Lender Lender, Holder or the Administrative Agent to the BorrowerCompany, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 6.7 or 5.8 6.8 and a brief explanation of such amounts which are duedue (including the calculation thereof in reasonable detail), submitted by any Lender or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections Section 5.7 or 5.8 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent to the BorrowerBorrowers’ Representative, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections [Sections]5.6 or 5.7 or 5.8 and a brief explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing. The Agent or any Bank which becomes aware that such amounts are due and owing shall provide such Certificate to the Borrower within a reasonable period after becoming so aware.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections Section Section 5.6 or 5.7 or 5.8 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 6.6 or 5.8 6.7 and a brief explanation of such amounts which are duedue and the basis upon which such amounts were calculated, submitted by any Lender Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 8.16 or 5.8 8.17 and a brief explanation of such amounts which are due, submitted by any Lender Bank or the Administrative either Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 or 5.8 Section 3.4 and 3.5 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 9.6 or 5.8 9.7 and a brief explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 4.7 or 5.8 4.8 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 or 5.8 ss.5.7 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent to the BorrowerBorrowers' Representative, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 6.6 or 5.8 6.7 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 Section Section 6.6 or 5.8 6.7 and a brief explanation of such amounts which are duedue and the basis upon which such amounts were calculated, submitted by any Lender Bank or the Administrative Agent to the BorrowerCompany, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 or 5.8 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.6 or 5.7 or 5.8 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent Loan Servicer to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 5.1 or 5.8 5.4 and a brief explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 or 5.8 Section 5.5 and a brief reasonable explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Bank Agent to the Borrowerapplicable Borrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 or 5.8 Section 4.3 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent Bank to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 or 5.8 Section 4.4 and a brief reasonable explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 4.3, 4.4 or 5.8 5(f) and a brief explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 Section 3.6 or 5.8 3.7 and a brief explanation of such amounts which are due, submitted by any the Lender or the Administrative Agent to the Borrower, shall be conclusiveconclusive evidence, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any the additional amounts payable pursuant to Sections 5.7 Section 6.5 or 5.8 Section 6.6 and a brief reasonable explanation of such amounts which are due, submitted by any Lender or the Administrative Agent Bank to the Borrowerapplicable Borrower(s), shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections Section Section 5.7 or 5.8 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 sec.sec.6.6 or 5.8 6.7 and a brief explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 or 5.8 hereof and a brief explanation of such amounts which are due, submitted by any Lender such Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any the additional amounts payable pursuant to Sections 5.7 Section 13 or 5.8 Section 14 and a brief reasonable explanation of such amounts which are due, submitted by any Lender or the Administrative Agent Bank to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 (Sections)6.6 or 5.8 6.7 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent to the BorrowerBorrowers, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 7.7 or 5.8 7.8 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent or the Canadian Agent to the BorrowerBorrowers or Zale ▇▇▇ada, as the case may be, shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 Section 6.6 or 5.8 Section 6.7 and a brief explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, constitute prima facie evidence that such amounts are due and owing.

Certificate. A certificate setting forth any additional amounts payable pursuant to Sections 5.7 4.5 or 5.8 4.6 and a brief explanation of such amounts which are due, submitted by any Lender Bank or the Administrative Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.