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].

Closing Certificates. The Administrative Agent shall have received # a certificate of the Loan Parties, dated the Closing Date, substantially in the form of Exhibit F-11], with appropriate insertions, executed by the Secretary or any Assistant Secretary of each Loan Party, and attaching the documents referred to in Section 6.7, # a certificate of the Loan Parties, dated the Closing Date, substantially in the form of Exhibit 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.

#Borrowing Certificate. In the case of the first requested borrowing subsequent to the Closing Date, the Administrative Agent shall have received a certificate of the Company, dated as of such date, substantially in the form of [Exhibit E], with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by any Responsible Officer of the Company.

Officer’s Certificate. The Administrative Agent shall have received an Officer’s Certificate dated the Closing Date, certifying as to the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each Loan Party, the good standing, existence or its equivalent of each Loan Party in its jurisdiction of incorporation or organization and of the incumbency (including specimen signatures) of the Responsible Officers of each Loan Party.

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].

Financial Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Date, as to certain financial matters, substantially in the form of [Exhibit N].