Common use of Certificate Clause in Contracts

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2) no Default or Event of Default exists or would result from the initial Borrowing; and (3) there has occurred since June 30, 1997, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and

Certificate. A certificate signed by a Responsible OfficerOfficer of the Borrower, dated as of the Closing Date, stating to the best of such officer’s knowledge that: (1i) the The representations and warranties contained in Article V VI of the Agreement are true and correct in all material respects on and as of such date, as though made on and as the date of such datethis certificate; (2ii) no No Default or Event of Default exists or would result from the initial BorrowingCredit Extension; and (3iii) there There has occurred since June 30, 1997, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V 5 are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowingexists; and (3iii) there has occurred since June 30May 29, 19972011, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated as of the Commitment Closing Date, stating that: (1i) stating that the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) stating that no Default or Event of Default exists or would result from the initial Borrowingexists; and (3iii) stating that there has occurred since June 30, 19971996, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V VII are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial BorrowingCredit Extension; and (3iii) there has occurred since June 30, 1997, the date of the applicable fiscal year end financial statement referred to in Section 7.11 no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3iii) there has occurred since June 30December 31, 19971996 , no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3iii) there has occurred since June 30May 25, 19972000, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1) the representations and warranties contained in Article V VI are true and correct on and as of such date, as though made on and as of such date; (2) no Default or Event of Default exists or would result from execution and performance of this Agreement by the initial BorrowingCompany; and (3) there has occurred since June 30December 31, 1997, 1999 no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Refinancing Date, stating that: (1A) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2B) no Default or Event of Default exists or would result from the initial Borrowingexists; and (3C) there has occurred since June 30February 28, 19971998, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3iii) there has occurred since June 30December 31, 19972001, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) stating that the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) stating that no Default or Event of Default exists or would result from the initial Borrowing; and (3iii) stating that there has occurred since June 30, 19971996, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: : (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; ; (2ii) no Default or Event of Default exists or would result from the initial Borrowingexecution and delivery of this Agreement; and and (3iii) there has occurred since June 30December 31, 19972001, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible OfficerOfficer of the Borrower, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date;; and (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3) there has occurred since June 30, 1997, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; andexists.

Certificate. A certificate signed by a Responsible OfficerOfficer of the Company, dated as of the Closing Date, stating that: (1) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2) no Default or Event of Default exists or would result from the initial Borrowingmaking of the first Loan; and (3) there has occurred since June September 30, 19971998, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: : (1i) the representations and warranties contained in Article V IV are true and correct on and as of such date, as though made on and as of such date; ; (2ii) no Default or Event of Default exists or would result from the initial Borrowingexecution and delivery of this Agreement; and and (3iii) there has occurred since June September 30, 19971998, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and

Certificate. A certificate signed by a Responsible OfficerOfficer of the Borrower, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date;; and (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3) there has occurred since June 30, 1997, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Event of Default or Unmatured Event of Default exists or would result from the initial BorrowingLoan; and (3iii) there has occurred since June 30December 31, 1997, no event or circumstance has occurred that has resulted or could reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible OfficerOfficer of the Company, dated as of the Closing Date, stating that: (1) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2) no Default or Event of Default exists or would result from the initial Borrowingmaking of the first Loan; and (3) there has occurred since June 30March 31, 19972001, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible Officer, ----------- dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default Latent Noncompliance Event or Noncompliance Event of Default exists or would result from the initial Borrowing; and (3iii) there has occurred except as specifically disclosed in Schedule 5.11 of the Disclosure Letter, since June 30, 1997, 1995 there has occurred no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3iii) there has occurred since June 30May 31, 19972007, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) stating that the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) stating that no Default or Event of Default exists or would result from the initial Borrowingexists; and (3iii) stating that there has occurred since June September 30, 1997, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2) no Default or Event of Default exists or would result from the initial Borrowing; and (3ii) there has occurred since June 30January 31, 19972011, no event or circumstance that has resulted or could is reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible OfficerOfficer or Assistant Treasurer of the Company, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3iii) there has occurred since June 30December 31, 19971996, no event or circumstance that has resulted or could would reasonably be expected to result in a Material Adverse Effect; and

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: : (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; ; (2ii) no Default or Event of Default exists or would result from the initial Borrowingexecution and delivery of this Agreement; and and (3iii) there has occurred since June 30December 31, 1997, 1995 no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and

Certificate. A certificate signed by a Responsible OfficerOfficer of the Company on behalf of each of the Borrowers, dated as of the Closing Date, stating that: (1) stating: that the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2) ; that no Default or Event of Default exists or would result from the initial Borrowing; and (3) that there has occurred since June 30December 31, 19972010, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; andand the current Debt Ratings.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowingexists; and (3iii) there has occurred since June 30December 31, 19971996, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3iii) there has occurred since June 30May 31, 19972001, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3iii) there has occurred since June 30May 29, 19972003, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated ----------- as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3iii) there has occurred since June 30December 31, 19971999, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible OfficerOfficer of each Borrower, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3iii) there has occurred since June 30December 31, 19972001, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: : (1i) the representations and warranties contained in Article V IV are true and correct on and as of such date, as though made on and as of such date; ; (2ii) no Default or Event of Default exists or would result from the initial BorrowingCredit Extension; and and (3iii) there has occurred since June 30December 31, 19972002, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: : (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; ; (2ii) no Default or Event of Default exists or would result from the initial Borrowingexecution and delivery of this Agreement; and and (3iii) there has occurred since June 30January 31, 1997, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from making the initial BorrowingLoans under Article II; and (3iii) there has occurred since June September 30, 1997, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and

Certificate. A certificate signed by a Responsible OfficerOfficer or Treasurer of the Company, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3iii) there has occurred since June 30December 31, 19972004, no event or circumstance that has resulted or could would reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible ----------- Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made --------- on and as of such date; (2ii) no Event of Default or Unmatured Event of Default exists or would result from the initial Borrowingeffectiveness of this Agreement; and (3iii) there has occurred since June March 30, 19971999, no event or circumstance has occurred that has resulted or could reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article ARTICLE V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3iii) there has occurred since June 30December 31, 1997, 1997 no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: : (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date (except to the extent such representations and warranties expressly refer to an earlier date; , in which case they shall be true and correct as of such earlier date); and (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3) there has occurred since June 30, 1997, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; andLoans.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3iii) there has occurred since June 30October 31, 1997, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3iii) there has occurred since June September 30, 1997, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible OfficerOfficer of each of the Company and the Guarantor, dated as of the Closing Date, stating that: (1A) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2B) no Default or Event of Default exists or would result from the initial Borrowing; and (3C) there has occurred since June 30December 31, 1997, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and

Certificate. A certificate signed by a Responsible OfficerOfficer of the Company, dated as of the Closing Date, stating that: (1) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2) no Default or Event of Default exists or would result from the initial Borrowingmaking of the first Loan; and (3) there has occurred since June 30, 19972002, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2) no Default or Event of Default exists or would result from the initial Borrowing; and (3ii) there has occurred since June 30December 31, 19972002, no event or circumstance that has resulted or could is reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible OfficerOfficer of ----------- each Company, dated as of the Closing Date, stating that: (1) the representations and warranties contained in Article V VI and in the other Loan Documents are true and correct ---------- on and as of such date, as though made on and as of such date; (2) no Default or Event of Default exists or would result from the initial BorrowingBorrowing or Issuance; and (3) there has occurred since June 30March 31, 1997, 2001 no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: : (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; ; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and and (3iii) there has occurred since June 30March 31, 1997, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; date both before and after (2) no Default or Event of Default exists or would result from the initial Borrowing; and (3) there has occurred since June 30, 1997, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and1)

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3iii) there has occurred since June 30February 2, 1997, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and

Certificate. A certificate signed by a Responsible Officerthe chief financial officer of the Company, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the extension of the initial BorrowingCredit; and (3iii) there has occurred since June 30May 28, 1997, 2000 no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2) no Default or Event of Default exists or would result from the initial Borrowing; and (3ii) there has occurred since June 30December 31, 19972004, no event or circumstance that has resulted or could is reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date (except to the extent such representations and warranties expressly refer to an earlier date in which case they shall be true and correct as of such earlier date;); and (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3) there has occurred since June 30, 1997, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; andCredit Extension;

Certificate. A certificate signed by a Responsible Responsi- ble Officer, dated as of the Closing Date, stating that: (1) the representations and warranties contained in Article V VI are true and correct on and as of such date, as though made on and as of such date; (2) no Default or Event of Default exists or would result from the initial BorrowingLoan; and (3) there has occurred since June September 30, 19971995, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated ----------- as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V --------- are true and correct on and as of such date, as though made on and as of such date;; and (2ii) no Default or Event of Default then exists or would result from the initial Borrowing; and (3) there has occurred since June 30, 1997, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible OfficerOfficer of each Company, dated as of the Closing Effective Date, stating that: (1) the representations and warranties contained in Article V VI and in the other Loan Documents are true and correct on and as of such date, as though made on and as of such date; (2) no Default or Event of Default exists or would result from the initial BorrowingBorrowing or Issuance; and (3) there has occurred since June 30March 31, 1997, 1996 no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Event of Default or Unmatured Event of Default exists or would result from the initial BorrowingCredit Extension; and (3iii) there has occurred since June September 30, 19972001, no event or circumstance has occurred that has resulted or could reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2) no Default or Event of Default exists or would result from the disbursement of the initial BorrowingLoan; and (3) there has occurred since June September 30, 19971995, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Event of Default or Unmatured Event of Default exists or would result from the initial Borrowingexecution and delivery of this Agreement and the other Loan Documents; and (3iii) there has occurred since June 30December 31, 19971999, no event or circumstance has occurred that has resulted or could reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3iii) there has occurred since June 30December 31, 19971996, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2) no Default or Event of Default exists or would result from the initial Borrowingmaking of the first Loan; and (3) there has occurred since June 30, 19971995, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial BorrowingLoan; and (3iii) there has occurred since June 30, 1997the date of the financial statements referenced in Section 5.11, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3iii) since March 31, 1998, there has occurred since June 30, 1997, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial BorrowingBorrowing or issuance of the Letter of Credit; and (3iii) there has occurred since June 30December 31, 1997, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V VII are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and; (3iii) there has occurred since June 30October 31, 1997, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3iii) there has occurred since June 30December 31, 19971995, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2) no Default or Event of Default exists or would result from the initial Borrowing; and (3) there has occurred since June 30May 28, 19971998, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible OfficerOfficer of the Company, dated as of the Closing Effective Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial BorrowingCredit Extension; and (3iii) there has occurred since June 30December 31, 1997, no event or circumstance that has resulted or could reasonably be expected to result in a Material Materially Adverse Effect; and

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowingmaking of any Loan hereunder; and (3iii) there has occurred since June 30, 1997, no event or circumstance has occurred since December 31, 1996 that has resulted or could reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Event of Default or Unmatured Event of Default exists or would result from the initial Borrowing; and (3iii) there has occurred since June December 30, 19971995, no event or circumstance has occurred that has resulted or could reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article ARTICLE V are true and correct in all material respects on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial BorrowingCredit Extension; and (3iii) there has occurred since June 30December 31, 19971996, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date;; and (2) no Default or Event of Default exists or would result from the disbursement of the initial BorrowingCredit Extensions; and (3) there has occurred since June 30, 1997, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officerduly authorized officer of the Company, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date;; and (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3) there has occurred since June 30, 1997, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Effective Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial BorrowingCredit Extension; and (3iii) there has occurred since June 30July 31, 19971998, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible OfficerOfficer on behalf of the Company, dated as of the Closing Date, stating thatstating: (1i) that the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) that no Default or Event of Default exists or would result from the initial Borrowing; and; (3iii) that there has occurred since June 30December 31, 19972003, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and (iv) the current Debt Ratings; and

Certificate. A certificate signed by a Responsible OfficerOfficer in such capacity, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and; (3iii) there has occurred since June 30December 31, 1997, 1996 no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3iii) there has occurred since June 30March 31, 19971998, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2) no Default or Event of Default exists or would result from execution and performance of this Agreement by the initial BorrowingCompany; and (3) there has occurred since June September 30, 1997, 1995 no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowingexists; and (3iii) there has not occurred since June 30December 28, 1997, no any event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and

Certificate. A certificate signed by a Responsible OfficerOfficer of each Loan Party, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3iii) there has occurred since June September 30, 19971998, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V Paragraph 3 are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial BorrowingCredit Extension; and (3iii) there has occurred since June 30January 31, 1997, 2005 no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3iii) there has occurred since June 30December 31, 19971994, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2) no Default or Event of Default exists or would result from the initial Borrowing; and (3ii) there has occurred since June 30December 31, 19971998, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse EffectEffect except for those, if any, as may be set forth in reports filed by the Company with the SEC after December 31, 1998 and prior to the date of this Agreement; and

Certificate. A certificate signed by a Responsible Officer, dated ----------- as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3iii) there has occurred since June 30December 31, 19972001, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial BorrowingCredit Extension; and (3iii) there has occurred since June 30December 31, 19971996, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Effective Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Event of Default or Unmatured Event of Default exists or would result from the initial Borrowingeffectiveness of this Agreement; and (3iii) there has occurred since June 30December 25, 19972004, no event or circumstance has occurred that has resulted or could reasonably be expected to result in a Material Adverse Effect; and.

Certificate. A certificate signed by a Responsible OfficerOfficer of each Company, dated as of the Closing Date, stating that: (1i) the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (2ii) no Default or Event of Default exists or would result from the initial Borrowing; and (3iii) there has occurred since June 30December 31, 19971995, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;

Certificate. A certificate signed by a Responsible OfficerOfficer of each Company, dated as of the Closing Date, stating that: (1) the representations and warranties contained in Article V VI and in the other Loan Documents are true and correct on and as of such date, as though made on and as of such date; (2) no Default or Event of Default exists or would result from the initial BorrowingBorrowing or Issuance; and (3) there has occurred since June 30March 31, 1997, 2002 no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and;