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 and of the incumbency (including specimen signatures) of the Responsible Officers of each Loan Party.

Officer’s Certificate. A certificate, dated the Effective Date and signed by the President, the Chief Executive Officer, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in the lettered clauses of the first sentence of [Section 4.02].

Officer’s Certificate. Each offer to prepay the Notes pursuant to this [Section 8.7] shall be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date of such offer, specifying: # the Change in Control Prepayment Date; # that such offer is made pursuant to this [Section 8.7]; # the principal amount and series of each Note offered to be prepaid; # the interest that would be due

Officer’s Certificate. The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a senior executive officer of the Company, to the effect that # the representations and warranties set forth in Article IV and in each of the other Loan Documents, 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) and # 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.

Officer’s Certificate. With respect only to the initial Extension of Credit made hereunder, the Administrative Agent shall have received a Notice of Borrowing (or L/C Application, if applicable) and a certificate of a Responsible Officer certifying that the Borrowers have satisfied any other conditions mutually agreeable to the parties.

Officer’s Certificate. Concurrently with the delivery of the financial statements referred to in [Sections 6.1(a) and 6.1(b)])] above, a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge and belief, # the financial statements fairly present in all material respects the financial condition of the parties covered by such financial statements, # during such period each Borrower has observed or performed in all material respects its covenants and other agreements hereunder and under the other Credit Documents, and satisfied in all material respects the conditions contained in this Credit Agreement to be observed, performed or satisfied by it (except to the extent waived in accordance with the provisions hereof) and # such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate. Such certificate shall include the calculations required to indicate compliance with [Section 6.6]. A form of Officer’s Certificate is attached as [Schedule 6.2(a)].

Officer’s Certificate. The Company 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 # setting forth a description of any Additional Provision in effect on the date of this Agreement (including any defined terms used therein) and related explanatory calculations, as applicable.

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated as of the Closing Date, certifying that the conditions specified in [Sections 4.1, 4.2, 4.9, 4.14 and 4.15]5]5]5]5] have been fulfilled.

Officer’s Certificate. A certificate, dated the Effective Date and signed by the President, the Chief Executive Officer, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in the lettered clauses of the first sentence of [Section 4.02].

Officer’s Certificate. Each offer to prepay the Notes pursuant to this [Section 8.2] shall be accompanied by a certificate, executed by a Responsible Officer of the Company and dated the date of such offer, specifying: