Closing Date Certificates. The Administrative Agent shall have received a certificate of a Responsible Officer of the Loan Parties dated the Closing Date and certifying:

Officer’s Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Loan Partiesan Officer’s Certificate dated the Closing DateDate, certifying as to the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each Loan Party, the good standing, existence or its equivalent of each Loan Party in its jurisdiction of incorporation or organization and certifying:of the incumbency (including specimen signatures) of the Responsible Officers of each Loan Party.

Closing Date Certificates. The Administrative Agent shall have received a certificate ofdated the Closing Date from a Responsible Officer of the Loan Parties datedBorrower confirming the Closing Datesatisfaction of the conditions precedent described in [[clauses (d), (e) and certifying:(f) of this Section 3.02]2]2]]; and

Closing Date Certificates. The Administrative AgentAgent’s receipt of the following, each of which shall have received a certificate ofbe originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartiesParty, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and certifying:each in form and substance satisfactory to the Administrative Agent and each of the Lenders:

The Administrative AgentAgent’s receipt of the following, each of which shall have received a certificate ofbe originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartiesParty, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and certifying:each in form and substance reasonably satisfactory to the Administrative Agent:

The Administrative AgentAgent’s receipt of the following, each of which shall have received a certificate ofbe originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartiesParty, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and certifying:each in form and substance reasonably satisfactory to the Administrative Agent, each Arranger and each of the Lenders:

Closing Date Certificates.Certificate. The Administrative Agent shall have received # a certificate of each Loan Party party hereto on the date hereof, dated the Closing Date, substantially in the form of Exhibit C-11], with appropriate insertions and attachments, # a long form good standing certificate for each Loan Party from its jurisdiction of organization, incorporation or other organization, as applicable, and # a certificate from a Responsible Officer of the Loan Parties datedBorrower, substantially in the Closing Date and certifying:form of Exhibit C-22].