Common use of Performance Certificates Clause in Contracts

Performance Certificates. Together with the delivery of the financial statements pursuant to Section 7.1 hereof, a certificate of an Authorized Signatory of the Borrower, in substantially the form of Exhibit R attached hereto: (a) setting forth as at the end of such quarter or year, as the case may be, the arithmetical calculations required to establish (i) the Applicable Margin and (ii) whether or not the Borrower was in compliance with the requirements of the Financial Covenants; (b) stating that, to the best of his or her knowledge, no Default or Event of Default has occurred as at the end of such quarter or year, as the case may be, or, if a Default or an Event of Default has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing, and the steps being taken by the Borrower with respect to such Default or Event of Default; (c) setting forth a list updating the information set forth on Schedule 5.1(c)-1 with respect to the Borrower Parties and on Schedule 5.1(c)-2 with respect to the Unrestricted Subsidiaries, in each case to the extent that the Borrower shall have formed or acquired any new Subsidiaries or designated any additional Unrestricted Subsidiaries during such quarter; (d) setting forth a list and description of all Investments, Restricted Payments and Restricted Purchases made by the Rainbow Companies during such quarter; and (e) setting forth a list and description of, together with applicable financial statements, if available, for any Acquisition, formation or designation of any new Subsidiary of any Rainbow Company during the period for which such performance certificate is being given.

Performance Certificates. Together with the delivery of the financial statements pursuant to Section 7.1 hereof, a certificate of an Authorized Signatory of the Borrower, in substantially the form of Exhibit R EXHIBIT U attached hereto: (a) setting forth as at the end of such quarter or year, as the case may be, the arithmetical calculations required to establish (i) the Applicable Margin and (ii) whether or not the Borrower was in compliance with the requirements of the Financial Covenants; (b) stating that, to the best of his or her knowledge, no Default or Event of Default has occurred as at the end of such quarter or year, as the case may be, or, if a Default or an Event of Default has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing, and the steps being taken by the Borrower with respect to such Default or Event of Default; (c) setting forth a list updating the information set forth on Schedule SCHEDULE 5.1(c)-1 with respect to the Borrower Parties Rainbow Companies, on SCHEDULE 5.1(c)-2 with respect to the MGM Companies and on Schedule 5.1(c)-2 SCHEDULE 5.1(c)-3 with respect to the Unrestricted Subsidiaries, in each case to the extent that the Borrower shall have formed or acquired any new Subsidiaries or designated any additional Unrestricted Subsidiaries during such quarter and to the extent that any additional MGM Companies have been formed or acquired during such quarter; (d) setting forth a list and description of all Investments, Restricted Payments and Restricted Purchases made by the Rainbow Companies during such quarter; and (e) setting forth a list and description of, together with applicable financial statements, if available, for any Acquisition, formation or designation of any new Subsidiary of any Rainbow MGM Operating Company during the period for which such performance certificate is being given.

Performance Certificates. Together with the delivery of the financial statements pursuant to Section 7.1 hereof, a certificate of an Authorized Signatory of the Borrower, in substantially the form of Exhibit R EXHIBIT T attached hereto: (a) setting forth as at the end of such quarter or year, as the case may be, the arithmetical calculations required to establish (i) the Base Rate Applicable Margin and the Eurodollar Applicable Margin and (ii) whether or not the Borrower was in compliance with the requirements of the Financial Covenants; (b) stating that, to the best of his or her knowledge, no Default or Event of Default has occurred as at the end of such quarter or year, as the case may be, or, if a Default or an Event of Default has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing, and the steps being taken by the Borrower with respect to such Default or Event of Default; (c) setting forth a list updating the information set forth on Schedule SCHEDULE 5.1(c)-1 with respect to the Borrower Parties RMG Companies, on SCHEDULE 5.1(C)-2 with respect to the MGM Companies and on Schedule 5.1(c)-2 SCHEDULE 5.1(C)-3 with respect to the Unrestricted Subsidiaries, in each case to the extent that the Borrower shall have formed or acquired any new Subsidiaries or designated any additional Unrestricted Subsidiaries during such quarter and to the extent that any additional MGM Companies have been formed or acquired during such quarter; (d) setting forth a list and description of all Investments, Restricted Payments and Restricted Purchases made by the Rainbow RMG Companies during such quarter; and (e) setting forth a list and description of, together with applicable financial statements, if available, for any Acquisition, formation or designation of any new Subsidiary of any Rainbow Company during the period for which such performance certificate is being given.

Performance Certificates. Together with the delivery of the financial statements pursuant to Section 7.1 hereof, a certificate of an Authorized Signatory of the Borrower, in substantially the form of Exhibit R W attached hereto: (a) setting forth as at the end of such quarter or year, as the case may be, the arithmetical calculations required to establish (i) the Applicable Margin and (ii) whether or not the Borrower was in compliance with the requirements of the Financial Covenants; (b) stating that, to the best of his or her knowledge, no Default or Event of Default has occurred as at the end of such quarter or year, as the case may be, or, if a Default or an Event of Default has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing, and the steps being taken by the Borrower with respect to such Default or Event of Default; (c) setting forth a list updating the information set forth on Schedule 5.1(c)-1 with respect to the Borrower Parties and on Schedule 5.1(c)-2 with respect to the Unrestricted Subsidiaries, in each case to the extent that the Borrower shall have formed or acquired any new Subsidiaries or designated any additional Unrestricted Subsidiaries during such quarter; (d) setting forth a list and description of all Investments, Restricted Payments and Restricted Purchases made by the Rainbow Companies Borrower Parties during such quarter; and (e) setting forth a list and description of, together with applicable financial statements, if available, for any Acquisition, formation or designation of any new Subsidiary of any Rainbow MGM Operating Company during the period for which such performance certificate is being given.

Performance Certificates. Together with the delivery of the financial statements pursuant to Section 7.1 hereof, a certificate of an Authorized Signatory of each the BorrowerBorrowers, in substantially the form of Exhibit R EXHIBIT U attached hereto: (a) setting forth as at the end of such quarter or year, as the case may be, the arithmetical calculations required to establish (i) the Applicable Margin and (ii) whether or not the Borrower was Borrowers were in compliance with the requirements of the Financial Covenants; (b) stating that, to the best of his or her knowledge, no Default or Event of Default has occurred as at the end of such quarter or year, as the case may be, or, if a Default or an Event of Default has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing, and the steps being taken by the Borrower Borrowers with respect to such Default or Event of Default; (c) setting forth a list updating the information set forth on Schedule 5.1(c)-1 SCHEDULE 5.1(c) with respect to the Borrower Parties and on Schedule 5.1(c)-2 with respect to the Unrestricted Subsidiaries, in each case to the extent that any of the Borrower Borrowers shall have formed or acquired any new Subsidiaries or designated any additional Unrestricted Subsidiaries new MGM Operating Companies during such quarter; (d) setting forth a list and description of all Investments, Restricted Payments and Restricted Purchases made by any of the Rainbow Companies Borrower Parties during such quarter; and (e) setting forth a list and description of, together with applicable financial statements, if available, for any Acquisition, formation or designation of any new Subsidiary of any Rainbow MGM Operating Company during the period for which such performance certificate is being given.

Performance Certificates. Together with the delivery of the financial statements pursuant to Section 7.1 hereof, a certificate of an Authorized Signatory of each the BorrowerBorrowers, in substantially the form of Exhibit R EXHIBIT S attached hereto: (a) setting forth as at the end of such quarter or year, as the case may be, the arithmetical calculations required to establish (i) the Applicable Margin and (ii) whether or not the Borrower was Borrowers were in compliance with the requirements of the Financial Covenants; (b) stating that, to the best of his or her knowledge, no Default or Event of Default has occurred as at the end of such quarter or year, as the case may be, or, if a Default or an Event of Default has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing, and the steps being taken by the Borrower Borrowers with respect to such Default or Event of Default; (c) setting forth a list updating the information set forth on Schedule 5.1(c)-1 SCHEDULE 5.1(c) with respect to the Borrower Parties and on Schedule 5.1(c)-2 with respect to the Unrestricted Subsidiaries, in each case to the extent that either of the Borrower Borrowers shall have formed or acquired any new Subsidiaries or designated any additional Unrestricted Subsidiaries new MGM Operating Companies during such quarter; (d) setting forth a list and description of all Investments, Restricted Payments and Restricted Purchases made by any of the Rainbow Companies Borrower Parties during such quarter; and (e) setting forth a list and description of, together with applicable financial statements, if available, for any Acquisition, formation or designation of any new Subsidiary of any Rainbow MGM Operating Company during the period for which such performance certificate is being given.