Common use of Officer Certification Clause in Contracts

Officer Certification. A certificate of a Responsible Officer of the Borrower certifying that, as of the Closing Date, the conditions set forth in Section 4.01(g) has been satisfied or waived. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the Administrative Agent and each Lender as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto. Notwithstanding anything herein to the contrary, it is understood that, to the extent any lien search, insurance certificate or endorsement or security interest in, or perfection of any security interest in, the Collateral is not or cannot be provided or perfected on the Closing Date (other than the grant and perfection of Collateral with respect to which a lien may be perfected solely by (A) the filing of financing statements under the Uniform Commercial Code and (B) the delivery of stock certificates or other certificates, if any, representing Equity Interests of the Borrower and any Guarantor, in each case, that are part of the Collateral and required to be pledged in accordance with the terms hereof to the extent possession of such certificates perfects a security interest therein, in each case after the Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or perfection, as applicable, of any such lien search, insurance certificate or endorsement and/or such Collateral shall not constitute a condition precedent to the initial funding or availability, as applicable, of the Facilities on the Closing Date, but may instead be provided within ninety (90) days after the Closing Date (provided that the stock certificates of the Borrower shall be delivered within ten (10) Business Days after the Closing Date), subject to such extensions as are reasonably agreed by the Administrative Agent, in its sole discretion.

Officer Certification. A certificate of a Responsible Officer of the Parent Borrower certifying that, as of the Closing Date, the conditions set forth in Section 4.01(g) has been satisfied or waived. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the Administrative Agent and each Lender as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto. Notwithstanding anything herein to the contrary, it is understood that, to the extent any lien search, insurance certificate or endorsement or security interest in, or perfection of any security interest in, the Collateral is not or cannot be provided or perfected on the Closing Date (other than the grant and perfection of Collateral with respect to which a lien may be perfected solely by (A) the filing of financing statements under the Uniform Commercial Code and (B) the delivery of stock certificates or other certificates, if any, representing Equity Interests of the Subsidiary Borrower and any Guarantor, in each case, that are part of the Collateral and required to be pledged in accordance with the terms hereof to the extent possession of such certificates perfects a security interest therein, in each case after the Parent Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or perfection, as applicable, of any such lien search, insurance certificate or endorsement and/or such Collateral shall not constitute a condition precedent to the initial funding or availability, as applicable, of the Facilities on the Closing Date, but may instead be provided within ninety (90) days after the Closing Date (provided that the stock certificates of the Borrower shall be delivered within ten fifteen (1015) Business Days after the Closing DateDate (or such later date as agreed by the Administrative Agent, in its sole discretion), subject to such extensions as are reasonably agreed by the Administrative Agent, in its sole discretion.