Closing Certificate. The Administrative Agent shall have received a certificate or certificates executed by an Authorizeda Responsible Officer of the Parent as of the Closing Date, substantially in the form of [Exhibit 4.1](m) stating that immediately after giving effect to this Agreement, the other Credit Documents, and all the Transactions contemplated to occur on such date, # no Default or Event of Default exists, and # all representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof).

Closing Certificate. Seller shall have delivered to Purchaser a certificate executed by an authorized officer of Seller, dated as of the Closing Date, certifying that the conditions set forth in [Sections 5.2(a), (b) and (c)])])] have been satisfied.

Closing Certificate. Purchaser shall have delivered to Seller a certificate executed by an authorized officer of Purchaser, dated as of the Closing Date, certifying that the conditions set forth in [Sections 5.3(a) and (b)])] have been satisfied.

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Loan Party, dated as of the Closing Date, stating that # all representations and warranties set forth in this Agreement, the Other Documents, the Domestic Credit Agreement, and the Domestic Other Documents are true and correct on and as of such date, # on such date no Default or Event of Default has occurred or is continuing, and # all of the conditions set forth in [Sections 8.1(i), (l), (m), (o)(ii), (s), (y), and (aa) and 8.2(c)])])])])])])] have been satisfied (and attaching calculations supporting [Section 8.1(m)]), the DNI Guarantee Fee Agreement, and the agreements evidencing and/or governing the Permitted DNI Subordinated Loans, including the DNI Closing Date Loan Amendment;

Closing Certificate. The Administrative Agent shall have received a certificate, dated as of the Sixth Amendment Effective Date, signed by a Responsible Officer of the Borrower certifying as to compliance with the conditions precedent set forth in [clauses (d) and (e) of this Section 4];

Closing Certificate. The Administrative Agent shall have received a Closing Certificate of the Company dated the Restatement Effective Date, in a form reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments (including the certificate of formation and the operating agreement of the Company) executed by an officer of the Company.

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Executive Officer or Chief Financial Officer of each Borrower dated as of the date hereof, stating that # all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, # Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and # on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. The Administrative Agent shall have received # a certificate of each of the Borrowers and the Subsidiary Guarantors dated the Closing Date, substantially in the form of [Exhibit B], with appropriate insertions and attachments and # if applicable, a long form good standing certificate for each of the Borrowers and the Subsidiary Guarantors from their respective jurisdictions of organization or formation.

Closing Certificate. The Administrative Agent shall have received a certificate, signed by a Financial Officer of the Borrower Representative, dated as of the Third Amendment Effective Date representations and warranties set forth in Section 5 hereof are true and correct in all respects as of the date hereof.

Closing Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the U.S. Borrower dated the Amendment No. 6 Effective Date certifying as to the satisfaction (or waiver) of the conditions set forth in Sections 2, 3(e) and 3(f) hereof.