Certificate. The Administrative Agent shall have received a certificate, signed by a Financial Officer or other executive officer of each Borrower and in form and substance satisfactory to the Administrative Agent, on the initial Borrowing date stating and showing that, after giving pro forma effect to all Loans and Letters of Credit required to be made or issued on the date hereof and all other amounts to be paid on the Effective Date, the satisfaction of all closing conditions under this Section 4.01 and the completion of all other Transactions to be completed on the Effective Date, # no Default has occurred and is continuing, # the representations and warranties contained in Article III are true and correct in all material respects as of such date, # all financial covenants in Section 6.13 are complied with on a Pro Forma Basis, and # the Borrowers have performed and complied with all agreements and

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, 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)].

. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrowers as of the Closing Date, in form and substance satisfactory to the Administrative Agent, # stating that # the conditions specified in [Sections 4.02(a) and (b)])] have been satisfied as of the Closing Date, # the Borrowers are in compliance with all existing material financial obligations, # all governmental, shareholder and third party consents and approvals, if any, with respect to the Loan Documents and the transactions contemplated thereby have been obtained (and attaching copies thereof), # no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or governmental instrumentality that purports to affect any Borrower, any Guarantor or any transaction contemplated by the Loan Documents, if such action, suit, investigation or proceeding could have a Material Adverse Effect, (E) (1) no Default or Event of Default exists and # all representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects and (ii)(A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Loan Parties and the validity against the Loan Parties of the Loan Documents to which they are a party, and such consents, licenses and approvals shall be in full force and effect, or # stating that no such consents, licenses or approvals are so required.

The Administrative Agent shall have received a certificate, dated the Effective Date and signed by an appropriate officer or other responsible party acceptable to Administrative Agent on behalf of Borrower, confirming compliance with the applicable conditions set forth in this Article IV.

No Default Certificate. The Administrative Agent shall have received a certificate, signed by the chief financial officer of the 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 as of such date, and # certifying as to any other factual matters as may be reasonably requested by the Administrative Agent.

The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Responsible Officer of the Borrower, confirming # satisfaction of the condition set forth in paragraph # of [Section 4.02] and # that the representations and warranties of the Borrower set forth in Article III are true and correct in all material respects on and as of the Effective Date as if made on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case to the effect that such representation and warranty is true and correct in all material respects on and as of such prior date.

No Default Certificate. The Administrative Agent shall have received a certificate, signed by the a Financial Officer of the 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 as of such date, and # certifying as to any other factual matters as may be reasonably requested by the Administrative Agent.

Officer’s Certificate. The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a senior executive officer of the Borrower, to the effect that # the representations and warranties of the Borrower set forth in Article IV, and of each Loan Party in each of the other Loan Documents to which it is a party, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the Closing Date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), # at the time of and immediately after giving effect to the extensions of credit hereunder on the Closing Date, no Default or Event of Default shall have occurred and be continuing and # the conditions specified in clause (h) of this Section has been satisfied.

No Default Certificate. The Administrative Agent shall have received a certificate, signed by each Loan Party and a Financial Officer of each Borrower, 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 as of such date, and # certifying as to any other factual matters as may be reasonably requested by the Administrative Agent.