Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the date of this Amendment certifying that as of such date and after giving effect to the transactions contemplated by this Amendment, # the representations and warranties of each Loan Party contained in the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection with the Credit Agreement or any other Loan Document are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date, and # no Default exists.

Closing Certificate. [[Organization B:Organization]] shall have received a closing certificate signed by the 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 and # on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. The Agent shall have received, with a copy for each Bank, a Closing Certificate, substantially in the form of [Exhibit H] and dated the Closing Date, executed by a Responsible Officer.

Closing Certificate. A certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in [Sections 5.2(b), (c) and (d)])])] have been satisfied;

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).

Copy of a certificate of good standing of the Company certified by the appropriate governmental officer in its jurisdiction of incorporation.

BRPA Closing Certificate. BRPA shall have delivered to the Company a certificate signed by an authorized officer of BRPA, dated the Closing Date, certifying as to the satisfaction of the conditions specified in [Sections 6.2(a)(i), 6.2(a)(ii), 6.2(a)(iii), 6.2(b), 6.2(d) and (e)])])].

Officers' Closing Certificate. The Administrative Agent shall have received a certificate of the President or a Vice President and the Secretary or Assistant Secretary of each Borrower, dated the Closing Date, substantially in the form of [Exhibit E].

copies of its organizational documents, including its certificate of incorporation and bylaws, certificate of limited partnership and limited partnership agreement or limited liability company certificate and operating agreement, as the case may be, as in effect on the date hereof and, in the case of the certificate of incorporation of the Borrower, certified by the appropriate state official where such document is filed in a state office (or, in the event that no change has been made to such organizational documents previously delivered to the Administrative Agent, so certified by the Secretary or Assistant Secretary of such Loan Party), together with certificates from the appropriate state officials as to the continued existence and good standing of the Borrower in the state of its formation and the state of its principal place of business.

Officer’s Certificate. The Agent shall have received # a certificate, signed by the secretary or any assistant secretary of Borrower # certifying that the certificate of incorporation and bylaws of the Borrower that were delivered on the Closing Date remain true and complete as of the Amendment Effective Date (or certified updates as applicable), # certifying that each Authorized Officer listed in the incumbency certificate delivered on the Closing Date remains a duly elected and qualified officer of the Borrower and such officer remains duly authorized to execute and deliver on behalf of the Borrower the Amendment and # attaching a copy of the resolutions of Borrower’s board of directors authorizing the execution, delivery and performance of the Amendment and # a certificate of good standing of Borrower, certified by the Secretary of State of the State of Delaware.