The Buyer shall have received a certificate of an officer of the Company, in a form reasonably acceptable to Buyer, dated the Closing Date, certifying that the conditions set forth in [Sections 7.1, 7.2, 7.4, 7.6, 7.7, 7.9, 7.11, 7.12, 7.13, and 7.15]5]5]5]5]5]5]5]5] have been fulfilled.

Officer’s Certificate. An officer’s certificate of [[Organization C:Organization]] substantially in the form of Exhibit B attached hereto which shall include # certified copies of the organizational documents of [[Organization C:Organization]] and # a certified copy of a good standing certificate from the jurisdiction of organization of [[Organization C:Organization]], dated as of no earlier than the date ten (10) Business Days prior to the Purchase Date with respect to the initial Transaction hereunder.

Officer’s Certificate. Sellers shall have received a certificate from Purchaser, signed on Purchaser’s behalf by an executive officer of Purchaser, stating that the conditions specified in [Section 7.3(a)] and [Section 7.3(b)] have been fulfilled.

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.

Officer’s Certificate. [[Organization A:Organization]] shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in [Sections 4.1, 4.2 and 4.9]9]9] have been fulfilled and the accuracy of the representations and warranties of [[Organization A:Organization]] in this Agreement.

Officer’s Certificate. Each offer to prepay the Notes pursuant to this [Section 8.8] shall be accompanied by a certificate, executed by a Senior Financial Officer of [[Organization A:Organization]] and dated the date of such offer, specifying: # the [Section 8.8] Proposed Prepayment Date; # that such offer is made pursuant to this [Section 8.8]; # the principal amount of each Note offered to be prepaid; # the interest that would be due on each Note offered to be prepaid, accrued to, but excluding, the [Section 8.8] Proposed Prepayment Date; # that the conditions of this [Section 8.8] have been fulfilled; and # in reasonable detail, the nature and date of the Change in Control.

Officer’s Certificate. A certificate, dated the Original Effective Date and signed by

Officer’s Certificate of the Company. The Administrative Agent shall have received a certificate from a Responsible Officer, in form and substance satisfactory to the Administrative Agent, to the effect that all representations and warranties of the Company contained in this Amendment are true, correct and complete, that the Company is not in violation of any of the covenants contained in the Credit Agreement, and that the Company has satisfied each of the closing conditions set forth in this Article IV.

Officer’s Certificate of the Subsidiary Guarantors. Each Subsidiary Guarantor shall have delivered to such Purchaser an Officer’s Certificate, dated the Closing Date, certifying that the conditions specified in [Sections 4.1(b), 4.2 and 4.9]9]9] have been fulfilled.

Officer’s Certificates. Within ten days of the delivery of the financial statements provided for in Section 5.01(a) and (b), a certificate of the chief financial officer or other officer of the Company acceptable to Administrative Agent # stating no Default exists at the date of such statements or, if a Default exists, a detailed description of the Default and all actions the Company is taking with respect to such Default and # showing compliance with the covenant set forth in Section 5.15 hereof.