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This excerpt taken from the EBAY 8-K filed Aug 3, 2007. FORM OF
COMPLIANCE CERTIFICATE
Financial
Statement
Date: ,
To: Bank of America, N.A., as Administrative Agent
Ladies and
Gentlemen:
Reference is made to that certain Credit Agreement, dated as of
November 7, 2006, as amended (as amended, restated,
extended, supplemented or otherwise modified in writing from
time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among
eBay Inc., a Delaware corporation (the
“Borrower”), the Lenders from time to time
party thereto, and Bank of America, N.A., as Administrative
Agent.
The undersigned Responsible Officer hereby certifies as of the
date hereof that
he/she is
the
of the Borrower, and that, as such,
he/she is
authorized to execute and deliver this Certificate to the
Administrative Agent on the behalf of the Borrower, and that:
[Use following paragraph 1 for fiscal year-end
financial statements]
1. The Borrower has delivered the year-end audited
financial statements required by Section 6.01(a) of
the Agreement for the fiscal year of the Borrower ended as of
the above date, together with the report and opinion of an
independent certified public accountant required by such section.
[Use following paragraph 1 for fiscal quarter-end
financial statements]
1. The Borrower has delivered the unaudited financial
statements required by Section 6.01(b) of the
Agreement for the fiscal quarter of the Borrower ended as of the
above date. Such financial statements fairly present in all
material respects the financial condition, results of operations
and cash flows of the Borrower and its Subsidiaries in
accordance with GAAP as at such date and for such period,
subject only to normal year-end audit adjustments and the
absence of footnotes.
2. To the best knowledge of the undersigned:
[select
one:]
[during such fiscal period, the Borrower performed and
observed each covenant and condition of the Loan Documents
applicable to it, and no Default has occurred and is
continuing.]
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