Common use of Responsible Officer’s Certificate Clause in Contracts

Responsible Officer’s Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date and in form and substance reasonably satisfactory to it, certifying that the conditions specified in Sections 5.2(a) and (e), and to the conditions specified in Sections 5.1(d), (h) and (q) have been satisfied.

Responsible Officer’s Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Restatement Date and in form and substance reasonably satisfactory to itthe Administrative Agent, certifying that the conditions specified in Sections 5.2(aset forth clauses (b) and (e), and to the conditions specified in Sections 5.1(d), (hj) and (q) of this Section 5.1 have been satisfied.

Responsible Officer’s Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date and Date, in form and substance reasonably satisfactory to it, certifying that the conditions specified in Sections 5.1(n), 5.1(p), 5.2(a) and (e), and to the conditions specified in Sections 5.1(d), (h) and (q5.2(d) have been satisfied.

Responsible Officer’s Certificate. The Administrative Agent and the Lenders shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date and Date, in form and substance reasonably satisfactory to itthe Required Lenders, certifying that the conditions specified in Sections 5.1(l), 5.2(a) and (e), and to the conditions specified in Sections 5.1(d), (h) and (q5.2(d) have been satisfied.

Responsible Officer’s Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date and in form and substance reasonably satisfactory to it, certifying that the conditions specified in Sections 5.2(a) and (e), and to the conditions specified in Sections 5.1(d), (h5.1(l) and (q) have been satisfiedsatisfied (including backup calculations for the financial tests outlined in Section 5.1(q)).

Responsible Officer’s Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date and in form and substance reasonably satisfactory to it, certifying that the conditions specified in Section 5.1(p) and Sections 5.2(a) and (e), and to the conditions specified in Sections 5.1(d), (h) and (qd) have been satisfied.

Responsible Officer’s Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date and in form and substance reasonably satisfactory to itthe Administrative Agent, certifying that the conditions specified in Sections 5.2(aset forth clauses (b), (j) and (e), and to the conditions specified in Sections 5.1(d), (hm) and (q) of this Section 5.1 have been satisfied.

Responsible Officer’s Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date and in form and substance reasonably satisfactory to itthe Administrative Agent, certifying that the conditions specified set forth in Sections 5.2(aclauses (j) and (e), m) of this Section 5.1 and to the conditions specified in Sections 5.1(d), clauses (ha) and (qd) of Section 5.2 have been satisfied.

Responsible Officer’s Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date closing date of the Existing Credit Agreement and in form and substance reasonably satisfactory to itthe Administrative Agent, certifying that the conditions specified set forth in Sections 5.2(aclauses (j) and (e), m) of this Section 5.1 and to the conditions specified in Sections 5.1(d), clauses (ha) and (qd) of Section 5.2 have been satisfied.

Responsible Officer’s Certificate. The Administrative Agent shall have received a certificate signed by of a Responsible Officer of the Borrower, dated as of the Closing Date and in form and substance reasonably satisfactory to itthe Administrative Agent, certifying that as to the conditions specified matters set forth in Sections 5.2(aclauses (c), (o), (t), (u), (v) and (e), and to the conditions specified in Sections 5.1(d), (hw) and (q) have been satisfiedof this Section 7.01.

Responsible Officer’s Certificate. The Administrative Agent shall have received a certificate signed by of a Responsible Officer of the Borrower, dated as of the Closing Date and in form and substance reasonably satisfactory to itthe Administrative Agent, certifying that as to the conditions specified matters set forth in Sections 5.2(aclauses (c), (q), (v), (w), (x) and (e), and to the conditions specified in Sections 5.1(d), (hy) and (q) have been satisfied.of this Section 7.01. 102563340 41

Responsible Officer’s Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date and in form and substance reasonably satisfactory to itthe Administrative Agent, certifying that the conditions specified condition set forth in Sections 5.2(aclause (i) and (e), and to the conditions specified in Sections 5.1(d), (h) and (q) have of this Section 5.1 has been satisfied.

Responsible Officer’s Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date and in form and substance reasonably satisfactory to itthe Administrative Agent, certifying that the conditions specified condition set forth in Sections 5.2(aclause (m) and (e), and to the conditions specified in Sections 5.1(d), (h) and (q) have of this Section 5.1 has been satisfied.

Responsible Officer’s Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Restatement Date and in form and substance reasonably satisfactory to itthe Administrative Agent, certifying that the conditions specified in Sections 5.2(aset forth US-DOCS\109358599.12 clauses (b), (j) and (e), and to the conditions specified in Sections 5.1(d), (hm) and (q) of this Section 5.1 have been satisfied.

Responsible Officer’s Certificate. The Administrative Agent and Lenders shall have received a certificate signed by a Responsible Officer of the BorrowerOfficer, dated as of the Closing Date and in form and substance reasonably satisfactory to itDate, certifying that the conditions specified in Sections 5.2(a) and (e), and to the conditions specified in Sections 5.1(d), (h) and (q5.2(c) have been satisfiedsatisfied or waived, as applicable.

Responsible Officer’s Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date and in form and substance reasonably satisfactory to it, certifying that the conditions specified in Sections 5.2(a) and clauses (eh), (i), and to the conditions specified in Sections 5.1(d), (hj) and (q) of this Section 5.2 have been satisfied.

Responsible Officer’s Certificate. The Administrative Agent shall have received a certificate signed by of a Responsible Officer of the Borrower, dated as of the Closing Date and in form and substance reasonably satisfactory to itthe Administrative Agent, certifying that as to the conditions specified matters set forth in Sections 5.2(aclauses (c), (q), (w), (x), (y) and (e), and to the conditions specified in Sections 5.1(d), (hz) and (q) have been satisfiedof this Section 7.01.

Responsible Officer’s Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Restatement Date and in form and substance reasonably satisfactory to itthe Administrative Agent, certifying that the conditions specified in Sections 5.2(aset forth clauses (b), (j) and (e), and to the conditions specified in Sections 5.1(d), (hm) and (q) of this Section 5.1 have been satisfied.

Responsible Officer’s Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date and in form and substance reasonably satisfactory to it, certifying that the conditions specified in Sections 5.2(aSection 5.2 (e) (with respect to an Event of Default) and (e), and to the conditions specified in Sections 5.1(d), (h) and (qSection 5.1(k) have been satisfied.