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].

Closing Certificate.Certificates. The Administrative Agent shall have received # a certificate of eachthe Loan Party party hereto on the date hereof,Parties, dated the Closing Date, substantially in the form of Exhibit C-F-11], with appropriate insertions and attachments, # a long form good standing certificate forinsertions, executed by the Secretary or any Assistant Secretary of each Loan Party from its jurisdiction of organization, incorporation or other organization, as applicable,Party, and attaching the documents referred to in Section 6.7, # a certificate from a Responsible Officer of the Borrower,Loan Parties, dated the Closing Date, substantially in the form of Exhibit C-F-22]., with appropriate insertions, executed by the President or any Vice President of each Loan Party and # such other closing certificates as it may reasonably request.

Closing Certificate.Certificates. The Administrative Agent shall have received # a certificate (in form and substance reasonably satisfactory to the Administrative Agent) of each Loan Party, dated the Effective Date and executed by its Secretary, Assistant Secretary or other Responsible Officer, which shall # certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, # identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and # contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party party hereto oncertified by the date hereof, datedrelevant authority of the Closing Date, substantially in the formjurisdiction of Exhibit C-11], with appropriate insertionsorganization of such Loan Party and attachments,a true and correct copy of its by-laws or operating, management or partnership agreement, and # a long form good standing certificate dated as of a recent date 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].organization.

Closing Certificate.Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received # a certificate of each Loan Party party hereto on the date hereof,Party, dated the Closing Date, substantiallyEffective Date and executed by its Secretary or Assistant Secretary, which shall # certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, # identify by name and title and bear the signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party and, in the formcase of Exhibit C-11], witha Borrower, its Financial Officers, and # contain appropriate insertionsattachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and attachments,a true and correct copy of its by-laws or operating, management or partnership agreement, or other organizational or governing documents, and # a long form good standing certificate for each Loan Party from its jurisdiction of organization, incorporationorganization or other organization, as applicable, and # a certificate from a Responsible Officer of the Borrower, substantiallysubstantive equivalent available in the formjurisdiction of Exhibit C-22].organization for each Loan Party from the appropriate governmental officer in such jurisdiction.

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][Exhibit D], with appropriate insertions and attachments, # a long form good standing certificate for each Loan Party from its jurisdictiondated the Closing Date, of organization, incorporation or other organization, as applicable, and # a certificate from a Responsiblean Authorized Officer of the Borrower, substantiallycertifying (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 formother 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 Exhibit C-22]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 AgentAgent’s receipt of the following, each of which shall have received # a certificate ofbe originals or telecopies (followed promptly by originals) unless otherwise specified, 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 fromproperly executed by a Responsible Officer of the Borrower, substantiallysigning Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of Exhibit C-22].the Lenders:

ClosingOfficer’s Certificate. The Administrative Agent shall have received # a certificatean Officer’s Certificate dated the Closing Date, certifying as to the Organization Documents of each Loan Party party hereto on(which, to the extent filed with a Governmental Authority, shall be certified as of a recent date hereof, datedby such Governmental Authority), the Closing Date, substantially inresolutions of the formgoverning body of Exhibit C-11], with appropriate insertions and attachments, # a long formeach Loan Party, the good standing certificate forstanding, existence or its equivalent of each Loan Party fromin its jurisdiction of organization, incorporation or other organization, as applicable,organization and # a certificate from a Responsible Officer of the Borrower, substantially inincumbency (including specimen signatures) of the formResponsible Officers of Exhibit C-22].each Loan Party.

Closing Certificate. The Administrative Agent shall have received # a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party heretohereto, in each case, certifying as to # resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), # the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), # incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on the date hereof, dated the Closing Date, substantially in the formbehalf of Exhibit C-11], with appropriate insertionseach such Loan Party and attachments, # a long formthe good standing certificate for(or subsistence or existence) of each such Loan Party from itsthe Secretary of State (or similar official) of the state or other jurisdiction of organization, incorporation or other organization, as applicable,such Loan Party’s organization (to the extent relevant and # a certificate from a Responsible Officer of the Borrower, substantiallyavailable in the formjurisdiction of Exhibit C-22]organization of such Loan Party).

Closing Certificate. The Administrative Agent shall have received # a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party heretohereto, in each case, certifying as to # resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), # the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), # incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on the date hereof, dated the Closing Date, substantially in the formbehalf of Exhibit C-11], with appropriate insertionseach such Loan Party and attachments, # a long formthe good standing certificate for(or subsistence or existence) of each such Loan Party from itsthe Secretary of State (or similar official) of the state or other jurisdiction of organization, incorporation or other organization, as applicable,such Loan Party’s organization (to the extent relevant and # a certificate from a Responsible Officer of the Borrower, substantiallyavailable in the formjurisdiction of Exhibit C-22]organization of such Loan Party).

Closing Certificate. The Administrative AgentAgent’s receipt of the following, each of which shall have received # a certificate ofbe originals or telecopies (followed promptly by originals) unless otherwise specified, 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 fromproperly executed by a Responsible Officer of the Borrower, substantiallysigning Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form of Exhibit C-22].and substance reasonably satisfactory to the Administrative Agent: