Common use of Closing Date Certificate Clause in Contracts

Closing Date Certificate. The Lender shall have received a certificate, dated as of the Closing Date (the “Closing Date Certificate”), substantially in the form of Exhibit J, duly executed and delivered by a Responsible Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge, among other things, that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that (i) both immediately before and after giving effect to the Initial Loan, (x) the representations and warranties set forth in each Loan Document shall, in each case, be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect which such representation and warranty shall, in each case, be true and correct in all respects) and (y) no Default shall have then occurred and be continuing, or would result from the Initial Loan being advanced on the Closing Date and (ii) all of the conditions set forth in Section 6.01 have been satisfied. All documents and agreements required to be appended to the Closing Date Certificate, if any, shall be in form and substance reasonably satisfactory to the Lender, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Closing Date Certificate. The Lender shall have received a certificateClosing Date Certificate, dated as of the Closing Date (or Delayed Draw Closing Date, as the “Closing Date Certificate”)case may be, substantially in the form of Exhibit J, and duly executed and delivered by a Responsible an Authorized Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge, among other things, certify that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, date and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that (i) both immediately before and after giving effect to the Initial Loan, (xa) the representations and warranties set forth in each Loan Document shall, in each case, be true and correct in all material respects (except for other than any representation representations and warranty warranties that is are qualified by materiality or reference to Material Adverse Effect Effect, which such representation and warranty shall, in each case, shall be true and correct in all respects) and ), (yb) no Default shall have then occurred and be continuing, or would result from the Initial Loan being to be advanced on the Closing Date or Delayed Draw Closing Date, as the case may be, and (iic) all of the applicable conditions set forth in Section 6.01 this Article V have been satisfied. All documents and agreements required to be appended to the Closing Date Certificate, if any, shall be satisfied in form and substance reasonably satisfactory to the Lender, shall have been executed and delivered by the requisite parties, and shall be in full force and effectall material respects.

Closing Date Certificate. The Lender Agent shall have received a certificate, dated as of the Closing Delayed Draw Date and duly executed and delivered by an Authorized Officer of the Borrower (the “Closing Delayed Draw Date Certificate”), substantially which certificate shall be in form and substance satisfactory to the form of Exhibit J, duly executed and delivered by a Responsible Officer Agent (acting on the instructions of the Borrower, in which certificate the Borrower shall agree Majority Lenders acting reasonably) and acknowledgeshall, among other things, represent and warrant that the statements made therein shall be deemed to be are true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct. The statements in such certificate shall include, and such statements shall include that among others, (i) both immediately before and after giving effect to the Initial Loan, (x) the representations and warranties set forth herein and in each Loan Document shall, in each case, be true and correct in all material respects as of the Delayed Draw Date (except for unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation representations and warranty warranties that is are by their terms qualified by materiality or reference to materiality, Material Adverse Effect which such representation and warranty shall, in each case, or similar qualification shall be true and correct in all respects) , and (y) no Default or Event of Default under and as defined in this Agreement shall have then occurred and then be continuing, or would result from the Initial Loan being advanced on the Closing Date continuing and (ii) all of the conditions set forth in this Section 6.01 5.2 have been satisfied. All documents and agreements required to be appended to the Closing Delayed Draw Date Certificate, if any, shall be in form and substance reasonably satisfactory to the LenderAgent, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Closing Date Certificate. The Lender shall have received a certificateClosing Date Certificate, dated as of the Closing Date (or any relevant Delayed Draw Advance Date, as the “Closing Date Certificate”)case may be, substantially in the form of Exhibit J, and duly executed and delivered by a Responsible an Authorized Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge, among other things, acknowledge that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that (i) both immediately before and after giving effect to the Initial Loan, (x) the representations and warranties set forth in each Loan Document shall, in each case, be true and correct in all material respects (except for with respect to any representation and or warranty that is qualified by materiality or reference to Material Adverse Effect Effect, which such representation and or warranty shall, in each case, shall be true and correct in all respects) and ), (yii) no Default shall have then occurred and be continuing, or would result from the Initial Loan being to be advanced on the Closing Date or any relevant Delayed Draw Advance Date, as the case may be, and (iic) all of the conditions set forth in Section 6.01 this Article V have been satisfied. All documents and agreements required to be appended to the Closing Date Certificate, if any, shall be in form and substance reasonably satisfactory to the Lender, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Closing Date Certificate. The Lender Administrative Agent shall have received a certificate, dated as of the Closing Date (the “Closing Date Certificate”), substantially in the form of Exhibit J, and duly executed and delivered by a Responsible Officer of the BorrowerBorrower (the “Closing Date Certificate”), in which certificate shall be in form and substance reasonably satisfactory to the Borrower shall agree Administrative Agent and acknowledgeshall, among other things, represent and warrant that the statements made therein shall be deemed to be are true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct. The statements in such certificate shall include, and such statements shall include among others, that (i) both immediately before and after giving effect to the Initial LoanBorrowing on the Closing Date, (x) the representations and warranties set forth in each Loan Document that are qualified by materiality, Material Adverse Effect or the like shall, in each case, be true and correct as of such date, except to the extent such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date, (y) the representations and warranties set forth in each Loan Document that are not qualified by materiality, Material Adverse Effect or the like shall, in each case, be true and correct in all material respects (respects, except for any representation to the extent such representations and warranty that is qualified by materiality or reference warranties relate to Material Adverse Effect an earlier date in which case such representation representations and warranty shall, in each case, warranties shall be true and correct in all respects) material respects as of such earlier date and (yz) no Event of Default shall have then occurred and be continuing, or would could reasonably be expected to result from the Initial Loan making of the Loans being advanced advanced, or the consummation of the Transactions, on the Closing Date Date, and (ii) all of the conditions set forth in Section 6.01 have been satisfied. All documents and agreements required to be appended to the Closing Date Certificate, if any, shall be in form and substance reasonably satisfactory to the Lender, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Closing Date Certificate. The Lender following statements shall be true and correct, and the Administrative Agent shall have received a certificate, dated as of the Closing Date (the “Closing Date Certificate”), substantially in the form of Exhibit JJ and otherwise in form and substance reasonably satisfactory to the Administrative Agent, duly executed and delivered by a Responsible Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge, among other things, that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that certifying that: (i) both immediately before and after giving effect to the Initial Loanmaking of the Loans on the Closing Date, (x) the representations and warranties set forth in each Loan Document shallthat are qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct as of such earlier date, (y) the representations and warranties set forth in each Loan Document that are not qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all material respects; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect which as of such representation and warranty shallearlier date, in each case, be true and correct in all respects) and (yz) no Default shall have then has occurred and be is continuing, or would could reasonably be expected to result from the Initial Loan being advanced making of the Loan, or the consummation of any Transactions contemplated to occur on the Closing Date Date, and (ii) all of the conditions set forth in this Section 6.01 have been satisfiedsatisfied (or waived in writing by the Administrative Agent). All documents and agreements required to be appended to the Closing Date Certificatecertificate delivered pursuant to this Section 6.01(b), if any, shall be in form and substance reasonably satisfactory to the LenderAdministrative Agent, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Closing Date Certificate. The Administrative Agent and each Lender shall have received a certificateClosing Date Certificate, dated as of the Closing Date (or Delayed Draw Closing Date, as the “Closing Date Certificate”)case may be, substantially in the form of Exhibit J, and duly executed and delivered by a Responsible an Authorized Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge, among other things, that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include certify that (i) both immediately before and after giving effect to the Initial Loan, (xa) the representations and warranties set forth in each Loan Investment Document shall, in each case, be true and correct in all material respects (except for with respect to any representation and or warranty that is qualified by materiality or reference to Material Adverse Effect Effect, which such representation and or warranty shall, in each case, shall be true and correct in all respects) as of the Closing Date or Delayed Draw Closing Date, as the case may be; provided, however that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects (yexcept with respect to any representation or warranty qualified by materiality or Material Adverse Effect, which representation or warranty shall be true and correct in all respects) as of such date, (b) no Default shall have then occurred and be continuing, or would result from the Initial Loan being to be advanced on the Closing Date or Delayed Draw Closing Date, as the case may be, and (iic) all of the applicable conditions set forth in Section 6.01 this Article V have been satisfied. All documents and agreements required to be appended to the Closing Date Certificate, if any, shall be in form and substance reasonably satisfactory to the Administrative Agent and each Lender, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Closing Date Certificate. The Lender shall have received a certificate, dated as of the Closing Date and in form and substance satisfactory to the Lender (the “Closing Date Certificate”), substantially in the form of Exhibit J, duly executed and delivered by a Responsible an Authorized Officer of the BorrowerBorrower and Holdco, in which certificate each of the Borrower and Holdco shall agree and acknowledge, among other things, that the statements made therein shall be deemed to be true and correct representations and warranties of each of the Borrower and Holdco as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that (i) both immediately before and after giving effect to the Initial Loan, (x) the representations and warranties set forth in each Loan Document shall, in each case, be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect which such representation and warranty shall, in each case, be true and correct in all respects) and (y) no Default shall have then occurred and be continuing, or would result from the Initial Loan being advanced on the Closing Date and (ii) all of the conditions set forth in Section 6.01 5.1 have been satisfied. All documents and agreements required to be appended to the Closing Date Certificate, if any, shall be in form and substance reasonably satisfactory to the Lender, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Closing Date Certificate. The Lender following statements shall be true and correct, and the Administrative Agent shall have received a certificate, dated as of the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent (the “Closing Date Certificate”), substantially in the form of Exhibit J, duly executed and delivered by a Responsible Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge, among other things, that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that certifying that: (i) both immediately before and after giving effect to the Initial Loanborrowing on the Closing Date, (x) the representations and warranties set forth in each Loan Document shallthat are qualified by materiality, Material Adverse Effect or the like are, in each case, be true and correct, (y) the representations and warranties set forth in each Loan Document that are not qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect which such representation and warranty shallrespects, in each case, be true and correct in all respects) and (yz) no Default shall have then has occurred and be is continuing, or would could reasonably be expected to result from the Initial Loan making of the Loans being advanced advanced, or the consummation of any Transactions contemplated to occur, on the Closing Date Date, and (ii) all of the conditions set forth in Section 6.01 have been satisfiedsatisfied (except to the extent waived in writing by the Administrative Agent). All documents and agreements required to be appended to the Closing Date Certificate, if any, shall be in form and substance reasonably satisfactory to the LenderAdministrative Agent, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.