Common use of Closing Certificate Clause in Contracts

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit F, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, received a certificate of the Borrower, dated the Closing Dateas of such effective date, substantially in the form of Exhibit F, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative AgentC, executed by the President or any Vice President Responsible Officer and the Secretary or any Assistant Secretary of the Borrower, and attaching the documents referred to in Sections 5.1(c), (d) and (e).

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, received a certificate of the Borrower, dated the Closing Dateas of such effective date, substantially in the form of Exhibit F, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative AgentC, executed by the President or any Vice President Responsible Officer and the Secretary or any Assistant Secretary of the Borrower, and attaching the documents referred to in Sections 5.1(c) and (d).

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, received a certificate of the Borrower, dated the Closing as of such Effective Date, substantially in the form of Exhibit F, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative AgentC, executed by the President or any Vice President Responsible Officer and the Secretary or any Assistant Secretary of the Borrower, and attaching the documents referred to in Sections 5.1(c), (d) and (e).

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit FA, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, received a certificate of the Borrower, dated as of the Closing Date, substantially in the form of Exhibit F, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative AgentC, executed by the President or any Vice President Responsible Officer and the Secretary or any Assistant Secretary of the Borrower, and attaching the documents referred to in Sections 5.1(c), (d) and (e).

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit FB, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, received a certificate of the Borrower, dated the Closing as of such Effective Date, substantially in the form of Exhibit F, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative AgentC, executed by the President or any Vice President Responsible Officer and the Secretary or any Assistant Secretary of the Borrower, and attaching the documents referred to in Sections 5.1(c) and (d).

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit FB, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, received a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit F, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with received a counterpart for Closing Certificate of each Lender, a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit F, with appropriate insertions C and attachments, dated the Closing Date; such Closing Certificate shall be satisfactory in form and substance to the Administrative Agent, Agent and its counsel and shall be executed by the Chairman of the Board of Directors, the President or any Vice President or the Treasurer or any Assistant Treasurer, and the Secretary or any Assistant Secretary of the applicable Borrower.

Closing Certificate. The Administrative Agent Agents shall have received, with a counterpart for each Lender, a certificate of the Borrowereach Loan Party, dated the Closing Date, substantially in the form of Exhibit FI, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative AgentAgents, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrowersuch party.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, received a certificate of the Borrower, dated as of the Closing Date, substantially in the form of Exhibit F, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative AgentC, executed by the President or any Vice President Responsible Officer and the Secretary or any Assistant Secretary of the Borrower, and attaching the documents referred to in Sections 5.1(c) and (d).

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, received a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit FC, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agentinsertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of the Borrower, dated the Closing Effective Date, substantially in the form of Exhibit FB, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, a closing certificate of the Borrower, dated the Closing Date, each Borrower substantially in the form of Exhibit FE hereto, with appropriate insertions dated as of the Closing Date and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.;

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, a closing certificate of the Borrower, dated the Closing Date, Borrower substantially in the form of Exhibit FC, with appropriate insertions dated as of the Closing Date and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, received a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit FD, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agentinsertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, received a certificate of the each Facility Borrower, dated the Closing Effective Date, substantially in the form of Exhibit FB, with appropriate insertions and attachmentsinsertions, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of such Facility Borrower, and attaching the Borrowerdocuments referred to in Section 6.1(c) and (d).

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, received a certificate of the Borrower, dated as of the Closing Amendment and Restatement Effective Date, substantially in the form of Exhibit FG, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.; and

Closing Certificate. The Administrative Agent shall have received, received (with a counterpart for each Lenderthe number of original counterparts requested by the Administrative Agent), a certificate of the BorrowerBorrowers, dated the Closing Date, substantially in the form of Exhibit FB, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary a Responsible Officer of the BorrowerBorrowers.

Closing Certificate. The Administrative Agent shall have received, with received a counterpart for Closing Certificate of each Lender, a certificate of the Borrower, Credit Party dated the Closing Date, in substantially in the form of Exhibit FL, with appropriate insertions inser- tions and attachments, satisfactory in form and substance reasonably satisfactory to the Administrative AgentAgent and its counsel, executed by the President Presi- dent or any Vice President and the Secretary or any Assistant Secretary Secre- tary (or other appropriate officers or representatives) of the BorrowerBorrower and its Subsidiaries, respectively.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit FB, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of the Borrower, dated the Amendment/Restatement Closing Date, substantially in the form of Exhibit FC, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with received a counterpart for Closing Certificate of each Lender, a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit F, with appropriate insertions C and attachments, dated the Effective Date; such Closing Certificate shall be satisfactory in form and substance to the Administrative Agent, Agent and its counsel and shall be executed by the Chairman of the Board of Directors, the President or any Vice President or the Treasurer or any Assistant Treasurer, and the Secretary or any Assistant Secretary of the applicable Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, received a certificate of the Borrower, Borrower dated the Closing Effective Date, substantially in the form of Exhibit FA, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, and executed by the President or any Vice President a Responsible Officer and by the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, received (with a counterpart for each Lenderthe number of original counterparts requested by the Administrative Agent), a certificate of the BorrowerBorrowers, dated the Closing Date, substantially in the form of Exhibit F, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary a Responsible Officer of the BorrowerBorrowers.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, received a certificate of each of the Borrower, dated the Closing Date, substantially in the form of Exhibit FC, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agentinsertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, received a certificate of the BorrowerPresident or a Vice President and the Secretary or Assistant Secretary of each Loan Party, dated the Closing Date, substantially in the form of Exhibit F, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.F.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of the Borrower and the Term Loan Borrower, dated the Closing Date, substantially in the form of Exhibit FG, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower and the Term Loan Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of the Borrower, dated the Closing Restatement Effective Date, substantially in the form of Exhibit FC, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, received a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit F, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative AgentC, executed by the President or any Vice President Assistant Treasurer and the Secretary or any Assistant Secretary of the Borrower, and attaching the documents referred to in subsections 4.1(c), (d) and (e).

Closing Certificate. The Administrative Agent shall have received, with a counterpart copy for each Lender, a certificate of the BorrowerCompany and the other domestic Loan Parties, dated the Closing Date, substantially in the form of Exhibit F, G with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the BorrowerCompany and the domestic Loan Parties.

Closing Certificate. The Managing Administrative Agent shall have received, with a counterpart copy for each Lender, a closing certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit FC, with appropriate insertions and attachments, satisfactory in form and substance to the Managing Administrative Agent, executed by the President or his designee or any Vice President or Treasurer or Assistant Treasurer and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart copy for each Lender, a certificate of the Borrowereach Loan Party, dated the Closing Date, substantially in the form of Exhibit FD, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of such Loan Party, and attaching the Borrowerdocuments referred to in Sections 5.1(c) and (d).

Closing Certificate. The Administrative Agent shall have received, with a counterpart copy for each Lender, a certificate of the Borrower, dated the Closing Effective Date, substantially in the form of Exhibit F, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President President, the Chief Executive Officer, the Chief Financial Officer, or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, received a certificate of the Borrower, dated the Closing as of such Effective Date, substantially in the form of Exhibit F, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent43 C, executed by the President or any Vice President Responsible Officer and the Secretary or any Assistant Secretary of the Borrower, and attaching the documents referred to in Sections 5.1(c) and (d).

Closing Certificate. The Administrative Agent shall have received, with a counterpart copy for each Lender, a certificate of the BorrowerBorrower and the other Loan Parties, dated the Closing Date, substantially in the form of attached hereto as Exhibit F, with appropriate insertions and attachments, attachments satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the BorrowerBorrower or the relevant Loan Party.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, received a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit FE, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart copy for each Lender, a closing certificate of the Borrowereach Obligor, dated the Closing Date, substantially in the form of Exhibit FI, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or his designee or any Vice President and the Secretary or any Assistant Secretary of the Borrower.each Obligor. CREDIT AGREEMENT

Closing Certificate. The Administrative Agent shall have received, with a counterpart copy for each Lender, a closing certificate of the Borrower, dated the Closing Restatement Date, substantially in the form of Exhibit FA hereto, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with received a counterpart for each Lender, a certificate Closing Certificate of the BorrowerCompany, dated the Closing Effective Date, substantially in the form of Exhibit FF-1 hereto, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative AgentAgent and its counsel, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the BorrowerCompany.

Closing Certificate. The Administrative Agent shall have received, with a counterpart copy for each Lender, a certificate of the Borrower, dated the Closing Effective Date, substantially in the form of Exhibit FH, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart copy for each Lender, a closing certificate of the Borrowereach Obligor, dated the Closing Date, substantially in the form of Exhibit FI, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or his designee or any Vice President and the Secretary or any Assistant Secretary of the Borrowereach Obligor.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, received a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit FG, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agentinsertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have receivedreceived a Closing Certificate of Parent, with a counterpart for each Lender, a certificate of the Borrower, and each Subsidiary Guarantor, dated the Incremental Closing Date, substantially in the form of Exhibit F, with appropriate insertions and attachmentsK to the Credit Agreement, satisfactory in form and substance to the Administrative AgentAgent and its counsel, executed by the President or any Vice President and the Secretary or any Assistant Secretary of Parent, the BorrowerBorrower and each Subsidiary Guarantor, respectively.

Closing Certificate. The Administrative Agent shall have received, with a counterpart copy for each Lender, a closing certificate of the Borrowereach Obligor, dated the Closing Date, substantially in the form of Exhibit FC, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or his designee or any Vice President and the Secretary or any Assistant Secretary of the Borrowereach Obligor.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, -------------------- received a certificate of the BorrowerGeneral Partner, dated the Closing Date, substantially in the form of Exhibit FE, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agentinsertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the BorrowerGeneral Partner, and attaching the documents referred to in Sections 6.3 and 6.4.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, ------------------- received a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit F, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative AgentC, executed by the President or any Vice President Assistant Treasurer and the Secretary or any Assistant Secretary of the Borrower, and attaching the documents referred to in subsections 4.1(c), (d) and (e).

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, received a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit FB, with appropriate insertions and attachments, satisfactory in form and substance to attachments including the Administrative Agent, executed certificate of incorporation of the Borrower certified by the President or any Vice President and relevant authority of the Secretary or any Assistant Secretary jurisdiction of organization of the Borrower, and a long form good standing certificate of the Borrower from its jurisdiction of organization.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of each Loan Party (other than the BorrowerIndividual Shareholders), dated the Original Closing Date, substantially in the form of Exhibit FG, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrowersuch Loan Party.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of the Borrower, dated the Closing Effective Date, substantially in the form of Exhibit FD, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart copy for each Lender, a closing certificate of the Borrowereach Obligor, dated the Closing Date, substantially in the form of Exhibit FI, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrowereach Obligor.

Closing Certificate. The Administrative Agent shall have received, with a counterpart copy for each Lender, a closing certificate of the BorrowerInternational, dated the Closing Date, substantially in the form of Exhibit FI, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the BorrowerInternational.

Closing Certificate. The Administrative Agent shall have received, with a counterpart copy for each Lender, a certificate of the BorrowerBorrower and the other Loan Parties, dated the Closing Effective Date, substantially in the form of attached hereto as Exhibit F, with appropriate insertions and attachments, attachments satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the BorrowerBorrower or the relevant Loan Party.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, a certificate Closing Certificate of each of the BorrowerLoan Parties, dated the Closing Datedate hereof, substantially in the form of Exhibit FB, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative AgentAgent and its counsel, executed by the President or any Vice President and the Secretary or any Assistant Secretary of each of the BorrowerLoan Parties.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each LenderBank, a certificate of the BorrowerBorrowers, dated the Closing Effective Date, substantially in the form of Exhibit FD, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the each Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of the Borrower, dated the Closing Tranche B Effective Date, substantially in the form of Exhibit FF to the Credit Agreement, with appropriate insertions and --------- attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit FL, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrowera Responsible Officer.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit FE, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, received a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit FSchedule A, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agentinsertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, received a certificate of the Borrower, dated the Restatement Closing Date, substantially in the form of Exhibit F, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative AgentD, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit F, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary a Responsible Officer of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart copy for each Lender, a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit F, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.;

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of each Loan Party (other than the BorrowerIndividual Shareholders), dated the Closing Date, substantially in the form of Exhibit FG, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrowersuch Loan Party.

Closing Certificate. The Administrative Agent shall have received, with a counterpart copy for each Lender, a certificate of the Borrower, dated the Closing Effective Date, substantially in the form of Exhibit FI, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart copy for each Lender, a certificate of the Borrower, dated the Closing Effective Date, substantially in the form of Exhibit F, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President President, the Chief Executive Officer, the Chief Financial Officer or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart copy for each Lender, a closing certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit FI, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, received (with a counterpart for each Lenderthe number of original counterparts requested by the Administrative Agent), a certificate of the Borrower, dated the Closing initial Borrowing Date, substantially in the form of Exhibit F, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary a Responsible Officer of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart copy for each Lender, a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit F, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President President, the Chief Executive Officer or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, received a certificate of the each Facility Borrower, dated the Closing Effective Date, substantially in the form of Exhibit FG, with appropriate insertions and attachmentsinsertions, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of each Facility Borrower, and attaching the Borrowerdocuments referred to in subsections 6.1(c) and (d).

Closing Certificate. The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of the each Borrower, dated the Amendment/Restatement Closing Date, substantially in the form of Exhibit FC, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

Closing Certificate. The Administrative Agent shall have received, with a counterpart copy for each Lender, a certificate of the Borrower, dated the Closing Effective Date, substantially in the form of Exhibit FG, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.