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. A certificate signed by a Responsible Officer of the Borrower certifying that # the conditions specified in [Sections 4.01(b) and (c) and 4.02(a) and 4.02(b)])])])] have been satisfied and # that there has been no event or circumstance since the date of the Audited Financial Statements that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect.

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.

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. The Administrative Agent shall have received a certificate, signed by a Financial Officer of each Borrower and each other Loan Party, dated as of the Effective Date # stating that no Default has occurred and is continuing, # stating that the representations and warranties contained in the Loan Documents are true and correct in all material respects as of such date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects), and # demonstrating in reasonable detail that the Borrowers are in compliance with [Section 4.01(l)].

Closing Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Lead Borrower certifying as to the satisfaction of the condition set forth in [Section 5.01(g)] above.

Closing Certificate. The Borrowers shall have delivered to the Administrative Agent and the Lenders an officer’s certificate certifying that, as of the Closing Date, # no Default or Event of Default exists or immediately after the first Credit Event will exist, # each of the representations and warranties contained in Article VI hereof are true and correct as of the Closing Date, and # no Material Adverse Effect has occurred since December 31, 2021.