Certificate. In connection with the Closing only, the Chief Executive Officer of the Company shall execute and deliver to the Purchaser a certificate addressed to the purchasers under the Subscription Agreements participating in the Closing to the effect that the representations and warranties of the Company in [Section 1.1(d)] hereof (as modified by the disclosures in the SEC Reports) shall be true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects as so qualified) as of, and as if made on, the date of the Closing.

Certificate. Seller will have received a certificate dated the Closing Date and executed by a duly authorized officer of Purchaser certifying that the conditions set forth in Section 8.3(a) and Section 8.3(b) have been satisfied.

Certificate. Purchaser will have received a certificate dated the Closing Date and executed by a duly authorized officer of each Company and Seller certifying that the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied.

Certificate. Purchaser shall have received a certificate, duly executed by the Company, certifying as to the satisfaction of each of the conditions set forth in [Section 8.02(a)-(e)])].

Certificate. The Representative shall have received a certificate, duly executed by Purchaser, certifying as to the satisfaction of each of the conditions set forth in [Section 8.02(a)-(b)])]

Certificate. The Administrative Agent shall have received an officer’s certificate in form and substance reasonably satisfactory to the Administrative Agent, dated the Effective Date and signed by the Chief Financial Officer of the Company, # confirming compliance with the conditions set forth in paragraphs [(a) and (b) of Section 4.02], and # certifying that after giving pro forma effect to each element of the Transactions, the Company and its Subsidiaries (on a consolidated basis) are Solvent.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that:

Certificate. The Administrative Agent shall have received a certificate, signed by a Financial Officer or other executive officer of each Borrower and in form and substance satisfactory to the Administrative Agent, on the initial Borrowing date stating and showing that, after giving pro forma effect to all Loans and Letters of Credit required to be made or issued on the date hereof and all other amounts to be paid on the Effective Date, the satisfaction of all closing conditions under this Section 4.01 and the completion of all other Transactions to be completed on the Effective Date, # no Default has occurred and is continuing, # the representations and warranties contained in Article III are true and correct in all material respects as of such date, # all financial covenants in Section 6.13 are complied with on a Pro Forma Basis, and # the Borrowers have performed and complied with all agreements and

Certificate. A certificate of the Lender setting out the basis for the determination of the amount necessary to indemnify the relevant Person pursuant to this [Section 3.13(2)] shall be conclusive evidence, absent manifest error, of the correctness of that determination.

Within 30 days after the date of any payment of any Taxes by the Borrowers pursuant to [Section 4.7], the Borrowers shall notify the Lenders thereof, and thereafter, if so requested by any Lender, furnish to each Lender, at its address referred to herein, the original or a certified copy of a receipt evidencing payment thereof, if available, or, if not available, another reasonable form of confirmation of such payment if it is requested by any Lender.