an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Amendment;

corporate resolutions and incumbency certificate duly executed by Target, with certified copies of Target’s articles of incorporation and bylaws;

a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate provided pursuant to [clause (x) above];

the last amendment shown on such certificate and # as to (if applicable[[Borrower:Organization]] the incumbency and specimen signature of each officer executing any Loan Document on behalf of the Loan Parties and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to [clause (i[[Borrower:Organization]]) above];

Certificate. A certificate affirming the truthfulness and accuracy as of the Closing Date of Seller’s representations and warranties contained herein in all material respects in the form of [Appendix 4.3](i) attached hereto (the “Seller Bring Down Certificate”);

Within 30 days after the date of any payment of any Taxes by the Borrowers pursuant to [Section 4.7], the Borrowers shall notify the Lenders thereof, and thereafter, if so requested by any Lender, furnish to each Lender, at its address referred to herein, the original or a certified copy of a receipt evidencing payment thereof, if available, or, if not available, another reasonable form of confirmation of such payment if it is requested by any Lender.

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

Certificate. A certificate of the Lender setting out the basis for the determination of the amount necessary to indemnify the relevant Person pursuant to this [Section 3.13(2)] shall be conclusive evidence, absent manifest error, of the correctness of that determination.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that:

Certificate. The Administrative Agent shall have received an officer’s certificate in form and substance reasonably satisfactory to the Administrative Agent, dated the Effective Date and signed by the Chief Financial Officer of the Company, # confirming compliance with the conditions set forth in paragraphs [(a) and (b) of Section 4.02], and # certifying that after giving pro forma effect to each element of the Transactions, the Company and its Subsidiaries (on a consolidated basis) are Solvent.