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 will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "D" attached hereto, signed by the President, Chief Financial Officer, Treasurer or Controller of Borrower, (i) stating that Borrower has fulfilled in all material respects 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 Administrative Agent, specifically affirming compliance of Borrower 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) and (c); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative 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) 12.1.1 hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12(a)(ii) 12.1.2 hereof for the months coinciding with the end of each calendar quarter, Borrower Borrowers will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "DC" attached hereto, signed by the President, President or Chief Financial Officer, Treasurer or Controller Officer of each Borrower, (i) stating that each Borrower has fulfilled in all material respects 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 Administrative Agent, specifically affirming compliance of each Borrower 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) 13.1.2, 13.1.3, and (c); 13.1.4 and (iv) containing or accompanied by such financial or other details, information and material as the Administrative 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 quarter, each Borrower will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "DC" attached hereto, signed by the President, President or Chief Financial Officer, Treasurer or Controller Officer of each Borrower, (i) stating that each Borrower has fulfilled in all material respects 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 Administrative Agent, specifically affirming compliance of each Borrower 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) and (c); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative 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 quarter, Borrower Borrowers will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "DC" attached hereto, signed by the President, President or Chief Financial Officer, Treasurer or Controller Officer of each Borrower, (i) stating that each Borrower has fulfilled in all material respects 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 Administrative Agent, specifically affirming compliance of each Borrower 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) and (cd); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative 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 each Guarantor will furnish or cause to be furnished to the Administrative Agent a certificate Bank separate certificates in the form of Exhibit "D" attached hereto, signed by an authorized officer of the PresidentGeneral Partner of Borrower or by an authorized officer of the corporate Guarantors or by the individual Guarantor, Chief Financial Officer, Treasurer or Controller of Borroweras the case may be, (i) stating that the Borrower or such Guarantor, as the case may be, has fulfilled in all material respects 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 Administrative AgentBank, specifically affirming compliance of the Borrower 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) and (c)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 Administrative 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 Guarantor will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "D" attached hereto, signed by the President, President or Chief Financial Officer, Treasurer or Controller Officer of BorrowerBorrower and Guarantor, (i) stating that Borrower has and Guarantor have fulfilled in all material respects its their 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 Administrative Agent, specifically affirming compliance of Borrower and Guarantor in all material respects with any of its their 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) and (cd); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative 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 quarter, Borrower Borrowers will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "DC" attached hereto, signed by the President, President or Chief Financial Officer, Treasurer or Controller Officer of each Borrower, (i) stating that each Borrower has fulfilled in all material respects 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 Administrative Agent, specifically affirming compliance of each Borrower 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) and (cd); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative 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 Borrowers will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "D" attached hereto, signed by the President, Chief Financial Officer, Treasurer Officer or Controller other authorized representative of BorrowerBorrowers, (i) stating that Borrower has Borrowers and Guarantor have fulfilled in all material respects its 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 Administrative Agent, specifically affirming compliance of each Borrower and 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) and (cd); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection Section 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection Section 12(a)(ii) hereof for the months coinciding with the end of each calendar quarter, Borrower the Company will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "D" attached hereto, signed by the President, President or Chief Financial Officer, Treasurer or Controller Officer of Borrowerthe Company, (i) stating that each Borrower has and each Guarantor have fulfilled in all material respects its 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 Administrative 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) and (c); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative Agent may reasonably request to evidence such compliance.and

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 Guarantors, as the case may be, will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "DE" attached hereto, signed by the President, President or Chief Financial Officer, Treasurer or Controller Officer of Borrowerthe Company, (i) stating that Borrower has and each Guarantor have fulfilled in all material respects 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 Administrative 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 (ce); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative 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)(ii12(a) hereof for the months coinciding with the end of each calendar fiscal year or quarter, Borrower will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "D" “C” attached hereto, signed by the President, Treasurer or Chief Financial OfficerOfficer of Approach Operating, Treasurer or Controller as the sole general partner of Borrower, (i) stating that Borrower has fulfilled in all material respects 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 Administrative Agent, specifically affirming compliance of Borrower 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 Section 13(b) and (c); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative 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 above and the quarterly unaudited Financial Statements pursuant to Subsection 12(a)(iiSection 10(a)(ii) hereof above for the months coinciding with the end of each calendar fiscal quarter, Borrower the Borrowers will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "DC" attached heretohereto and made a part hereof, signed by the President, Chief Financial Officer, Treasurer or Controller President of each Borrower, (i) stating that each Borrower has fulfilled in all material respects 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 Administrative Agent, specifically affirming compliance of each Borrower in all material respects with any all 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) and 11(b), (c); , (d), and (ive) below, and containing or accompanied by such financial or other details, information and material as the Administrative 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 quarter, Borrower will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "D" attached hereto, signed by the President, President or Chief Financial Officer, Treasurer or Controller Officer of BorrowerBorrower and each Guarantor, (i) stating that Borrower has and each Guarantor have fulfilled in all material respects its 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 Administrative Agent, specifically affirming compliance of Borrower 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), (e) and (cf); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative 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 quarter, each Borrower will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "DC" attached hereto, signed by the President, President or Chief Financial Officer, Treasurer or Controller Officer of each Borrower, (i) stating that each Borrower has fulfilled in all material respects 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 Administrative Agent, specifically affirming compliance of each Borrower 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) and (c); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements financial statements pursuant to Subsection 12(a)(iSection 4.01(a) hereof and the quarterly unaudited Financial Statements calculation of the ratios pursuant to Subsection 12(a)(iiSection 4.01(d) hereof for the months coinciding with the end of each calendar quarterhereof, Borrower will furnish or cause to be furnished to the Administrative Agent a certificate Bank certificates in the form of attached hereto as Exhibit "C and Exhibit D" attached hereto, respectively, signed by the President, Chief Financial Officer, Treasurer or Controller principal financial officer of Borrower, the Borrower to the effect (i) stating that a review of the activities of the Borrower has been made under such officer's supervision with a view to determining whether the Borrower has fulfilled in all material respects of its obligations under the Notes and the Loan Documents, including this Agreement, the Note and the Security Instruments; (ii) that the Borrower has fulfilled its obligations under such instruments and that all representations and warranties made herein and or 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)except as otherwise stated therein, or if a Default has occurredthere is then in existence an Event of Default, specifying the such Event of Default and the nature and status thereof; and (iiiii) to the extent requested from time to time by the Administrative AgentBank, specifically affirming compliance of by the Borrower in all material respects with any of its representations (except to the extent they relate solely to an earlier date) covenants under this Agreement 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) any Security Instrument and (c); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative 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 will furnish or cause to be furnished to the Administrative Agent Bank a certificate in the form of Exhibit "D" attached hereto, signed by the President, Chief Financial Officer, Treasurer or Controller chief financial officer of Borrower, the Borrower and the Guarantor (i) stating that the Borrower has and the Guarantor have fulfilled in all material respects its 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 Administrative AgentBank, specifically affirming compliance of the Borrower and 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(b13(c), (d), (e) and (cf); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative 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 EXCO will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "D" attached hereto, signed by the President, President or Chief Financial Officer, Treasurer or Controller Officer of BorrowerEXCO, (i) stating that Borrower EXCO has fulfilled in all material respects 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 Administrative 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 (ce); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements of Borrower pursuant to Subsection 12(a)(i) hereof and the quarterly unaudited Financial Statements of Borrower pursuant to Subsection Section 12(a)(ii) hereof for the months coinciding with the end of each calendar quarterhereof, Borrower will furnish or cause to be furnished to the Administrative Agent Bank a certificate in the form of Exhibit "DC" attached hereto, signed by the President, Chief Financial Officer, Treasurer or Controller Officer of Borrower, the Borrower (i) stating that that, except as otherwise disclosed therein, Borrower has fulfilled in all material respects its obligations under the Notes this Agreement and the other Loan Documents, including this Agreement, Documents 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 Administrative AgentBank, specifically affirming compliance of Borrower 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) and (c); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative Agent Bank may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited unaudited Financial Statements pursuant to Subsection 12(a)(i8(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12(a)(ii8(a)(ii) hereof for the months coinciding with the end of each calendar quarterhereof, Borrower Borrower, will furnish or cause to be furnished to the Administrative Agent Bank a certificate in the form of Exhibit "D" “C” attached hereto, signed by the President, Chief Financial Officer, Treasurer or Controller a Responsible Officer of Borrower, (i) stating that Borrower has fulfilled in all material respects its obligations under the Notes Note 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 Administrative AgentBank, specifically affirming compliance of Borrower 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(b9(b) and (c); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative 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 quarterhereof, Borrower -39- Borrowers will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "D" attached hereto, signed by the President, Chief Financial Officer, Treasurer Officer or Controller other authorized representative of BorrowerBorrowers, (i) stating that Borrower has Borrowers and Guarantor have fulfilled in all material respects its 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 Administrative Agent, specifically affirming compliance of each Borrower and 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) and (cd); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative 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 quarter, Borrower and Guarantor, as the case may be, will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "DE" attached hereto, signed by the President, President or Chief Financial Officer, Treasurer or Controller Officer of BorrowerBorrower and each Guarantor, (i) stating that Borrower has and each Guarantor have fulfilled in all material respects its 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 Administrative 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 (ce); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative 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 will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "D" “C” attached hereto, signed by the President, Chief Financial Officer, Treasurer Officer or Controller other authorized representative of Borrower, (i) stating that Borrower has fulfilled in all material respects 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 Administrative Agent, specifically affirming compliance of Borrower 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) and (cd); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative 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 quarter, Borrower will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "D" attached hereto, signed by the President, President or Chief Financial Officer, Treasurer or Controller Officer of Borrower, (i) stating that Borrower has fulfilled in all material respects 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 Administrative Agent, specifically affirming compliance of Borrower 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) and (cd); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative 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 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 will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "D" attached hereto, signed by the President, Chief Financial Officer, Treasurer Executive Officer or Controller chief financial officer of Borrower, the Borrower (i) stating that the Borrower has have fulfilled in all material respects its obligations under the Note or Notes 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 Administrative Agent, specifically affirming compliance of the Borrower 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(b13(c), (d), (e) and (cf); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative 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 monthly unaudited Financial Statements pursuant to Subsection 12(a)(ii) hereof for the months coinciding with the end of each calendar quarterhereof, Borrower will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "DC" attached hereto, signed by the President, President or Chief Financial Officer, Treasurer or Controller Officer of Borrower, (i) stating that Borrower has fulfilled in all material respects its obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue as of the date of such certificate (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 Administrative Agent, specifically affirming compliance of Borrower 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) summarizing any property sales during such period and setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 12(r), 13(b) and (c); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative 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 quarter, Borrower the Company will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "D" attached hereto, signed by the President, President or Chief Financial Officer, Treasurer or Controller Officer of Borrowerthe Company, (i) stating that Borrower the Company and each of its Subsidiaries has fulfilled in all material respects 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 Administrative Agent, specifically affirming compliance of each Borrower and each Subsidiary 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 (ce); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative 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 will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "D" attached hereto, signed by the President, Chief Financial Officer, Treasurer Officer or Controller other authorized representative of Borrower, (i) stating that Borrower has and Guarantors have fulfilled in all material respects its 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 Administrative 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) and (cd); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative 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 quarter, Borrower Borrowers will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "DC" attached hereto, signed by the President, President or Chief Financial Officer, Treasurer or Controller Officer of each Borrower, (i) stating that each Borrower has fulfilled in all material respects 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 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 Administrative Agent, specifically affirming compliance of each Borrower 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 (ce); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative 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 quarter, Borrower Canaan, on a consolidated basis and on behalf of all Borrowers, will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "DC" attached hereto, signed by the President, Chief Financial Officer, Treasurer or Controller President of each Borrower, (i) stating that each Borrower has fulfilled in all material respects 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 Administrative Agent, specifically affirming compliance of each Borrower 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) and ), (c); , (d), and (ive) containing or accompanied by such financial or other details, information and material as the Administrative 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 unaudited annual and quarterly unaudited Financial Statements pursuant to Subsection 12(a)(ii) and (iii) hereof for the months coinciding with the end of each calendar quarter, Borrower will furnish or cause to be furnished to the Administrative Agent a certificate in the form of Exhibit "“D" ” attached hereto, signed by the President, President or Chief Financial Officer of Borrower or Chief Operating Officer, Treasurer or Controller of Borrower, . (i) stating that Borrower has fulfilled in all material respects 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 Administrative 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 (ce); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative 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)(i11(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12(a)(ii11(a)(ii) hereof for the months coinciding with the end of each calendar quarterhereof, Borrower will furnish or cause to be furnished to the Administrative Agent Bank a certificate in the form of Exhibit "DC" attached hereto, signed by the President, Chief Financial Officer, Treasurer or Controller Officer of Borrower, (i) stating that Borrower has fulfilled in all material respects its obligations under the Notes Note 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 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 Administrative AgentBank, specifically affirming compliance of Borrower 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(b12(b), (c), (d) and (ce); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative Agent Bank may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently Contemporaneously with the furnishing delivery -------------------------- of the annual audited Financial Statements pursuant to Subsection 12(a)(iinformation required by Sections 11(a)(i), (ii) 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(iii), Borrower will furnish or cause to be furnished to the Administrative Agent Bank a certificate in the form of Exhibit "D" attached hereto, signed by any of the President, Chief Executive Officer or Chief Financial Officer, Treasurer or Controller Officer of Borrower, Borrower on behalf of Borrower (i) stating that Borrower has and Guarantors have fulfilled in all material respects its their obligations under the Notes and the Loan Documents, including this Agreement, the Notes, the Security Instruments and all other Loan Documents 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 Administrative AgentBank, specifically affirming compliance of Borrower and Guarantors, as applicable, in all material respects with any of its their representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) for certificates delivered in respect of a quarterly period, setting forth the computation, in reasonable detail as of the end of each period covered by such certificatequarterly period, of compliance with Sections 13(b12(c), (d) and (ce); and (iv) containing or accompanied by such financial or other details, information and material as the Administrative Agent Bank may reasonably request to evidence such compliance.