Closing Certificate. The Administrative Agent shall have received a certificate substantially in the form of [Exhibit D], dated the Closing Date, of an Authorized Officer of the Borrower, certifying (among other things) that, at and as of the Closing Date, # both before and after giving effect to the initial Borrowings hereunder and the application of the proceeds thereof, # no Default or Event of Default has occurred or is continuing and # all representations and warranties of the Credit Parties contained herein or in the other Loan Documents are true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty is true and correct in all respects); and # attached as [Annex 1] to such certificate is the list of Immaterial Subsidiaries (which annex shall include calculations demonstrating that such Subsidiaries comply with the definition of “Immaterial Subsidiary” in Section 1.01).

Closing 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 Borrower, substantially in the form of Exhibit C-22].