Officers’ Certificate. At the Closing Date, there shall not have been, since the date hereof, any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in the business, properties, financial position or results of operations of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, and, at the Closing Date, the Initial Purchasers shall have received a certificate, signed on behalf of the Company by the President or the Chief Executive Officer of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, and by the Company on behalf of each Guarantor, dated as of the Closing Date, to the effect that # there has been no such material adverse change with respect to the Company and its subsidiaries, # the representations and warranties of the Grantors in this Agreement are true and correct at and as of the Closing Date with the same force and effect as though expressly made at and as of the Closing Date and # the Grantors have complied with all agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement.

Officers Certificate. Lender shall have received a duly executed Officer’s Certificate in form acceptable to Lender.

Officers’ Certificate. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any Material Adverse Effect, and the Representative shall have received a certificate of the Chief Executive Officer of the Company and of the Chief Financial or Chief Accounting Officer of the Company, dated the Closing Time, to the effect that # there has been no such Material Adverse Effect, # the representations and warranties of the Company in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, # the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and # no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to their knowledge, contemplated.

Officers Certificate. Lender shall have received a duly executed Officer’s Certificate in form acceptable to Lender.

Officers’ Certificate. You shall have received on each Closing Date a certificate of the Company, dated as of each Closing Date signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect that, and you shall be satisfied that:

Officers’ Certificate. At the Closing Date, there shall not have been, since the date hereof, any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in the business, properties, financial position or results of operations of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, and, at the Closing Date, the Initial Purchasers shall have received a certificate, signed on behalf of the Company by the President or the Chief Executive Officer of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, and by the Company on behalf of the Guarantor, dated as of the Closing Date, to the effect that # there has been no such material adverse change with respect to the Company and its subsidiaries, # the representations and warranties of the Company and the Guarantor in this Agreement are true and correct at and as of the Closing Date with the same force and effect as though expressly made at and as of the Closing Date and # the Company and the Guarantor have complied with all agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement.

Officers Certificate. Lender shall have received a duly executed Officer’s Certificate in form acceptable to Lender.

Officers Certificate. Lender shall have received a duly executed Officer’s Certificate in form acceptable to Lender.

Officers’ Certificate. The Administrative Agent shall have received a certificate, dated the Closing Date and signed by two Responsible Officers of the Borrower, confirming compliance with the conditions precedent set forth in [Section 5.1(d)(i)] and [Sections 5.2(ii) and (iii)])].

Officers’ Certificate. On the Closing Date, the Initial Purchasers shall have received a written certificate executed by the Chairman of the Board, the Chief Executive Officer or President of each Obligor and the Chief Financial Officer, the Chief Accounting Officer, any Senior or Executive Vice President or any Vice President of each Obligor, dated as of the Closing Date, to the effect set forth in Section 5(b)(ii) hereof, and further to the effect that: