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. Purchaser shall have received a certificate, duly executed by the Company, certifying as to the satisfaction of each of the conditions set forth in [Section 8.02(a)-(e)])].

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”);

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. 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. 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.

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

a certificate of the Secretary (or other appropriate officer) of the new Subsidiary Guarantor as to due authorization, charter documents, board resolutions and the incumbency of officers;

An incumbency certificate, including specimen signatures for all individuals executing any of the Loan Documents, certified by the secretary or other appropriate representative of such entity; and

a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party;