Common use of Officer’s Certificate Regarding MACs Clause in Contracts

Officer’s Certificate Regarding MACs. Since December 31, 2005, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 20052008, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank Lender a certificate dated the Closing Date and signed by the Chief Executive Officer, President President, or Chief Authorized Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 20052007, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank Lender a certificate of each Loan Party (which may be included in the officer’s certificate to be delivered pursuant to Section 6.1.1), dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each respective Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 20052010, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank Lender a certificate dated the Closing Date and signed by the Chief Executive Officer, President President, or Chief Authorized Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31September 30, 20052014, no Material Adverse Change shall have occurred; prior to since that date through and including the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank Lender a certificate dated the Closing Date and signed by the Chief Executive Officer, President or President, Chief Financial Officer or other Authorized Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 200530 2012, no Material Adverse Change shall have occurred; prior to the Closing Date, except as disclosed in any public filing of any Loan Party or any Subsidiary of any Loan Party or otherwise disclosed to the Administrative Agent in writing, there shall have been no material change in the management of any Loan Party or any Subsidiary of any Loan Party; and there shall have been delivered to the Administrative Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31September 30, 20052001, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31September 30, 20052004, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or President, Chief Financial Officer or other Authorized Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 20052000, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 2005, 2006: (i) no Material Adverse Change shall have occurred; prior to the Closing Date, occurred and (ii) there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Paying Agent for the benefit of each Bank Lender a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial a Responsible Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 20052003, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Paying Agent for the benefit of each Bank Lender a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial a Responsible Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31June 30, 20052010, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31June 30, 20052004, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party, except in connection with the Acquisition of Mxxxxx Industries; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer Treasurer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31June 30, 20052001, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Administrative Agent for the benefit of each Bank Lender a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 2005, 2009: (i) no Material Adverse Change shall have occurred; prior to the Closing Date, occurred and (ii) there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Partythe Borrower; and there shall have been delivered to the Administrative Agent for the benefit of each Bank Lender a certificate dated the Closing Date and signed by the Chief Executive Officer, President a Responsible Officer or Chief Financial Authorized Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December March 31, 20051997, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or President, Chief Financial Officer Officer, Secretary or Treasurer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 20051997, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial an Authorized Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December January 31, 20052004, no Material Adverse Change shall have occurred; prior to the Closing Date, except as otherwise noted on the certificate noted below, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Administrative Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31June 30, 2005, 1997 no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 20051996, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 3128, 2005, 1998 no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Administrative Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 2005From January 31 2009 through the Closing Date, no Material Adverse Change shall have occurred; prior to occurred and, except as otherwise noted on the Closing Datecertificate noted below, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Administrative Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or President, Chief Financial Officer or Treasurer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 20051996, no Material Adverse Change in any Loan Party or Subsidiary of any Loan Party shall have occurred; and prior to the Closing Date, there shall have been be no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been be delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 2005, 2010: (i) no Material Adverse Change shall have occurred; prior to the Closing Date, occurred and (ii) there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Partythe Borrower; and there shall have been delivered to the Administrative Agent for the benefit of each Bank Lender a certificate dated the Closing Date and signed by the Chief Executive Officer, President a Responsible Officer or Chief Financial Authorized Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31September 30, 20052016, no Material Adverse Change shall have occurred; prior to since that date through and including the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank Lender a certificate dated the Closing Date and signed by the Chief Executive Officer, President or President, Chief Financial Officer or other Authorized Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31February 28, 20052002, no Material Adverse Change shall have occurred; prior to the Closing Date, occurred and there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December March 31, 2005, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been be no material change in the management of any Loan Party Borrower or Subsidiary of any Loan Party; and there shall have been be delivered to the Administrative Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party Borrower to each such effect.

Officer’s Certificate Regarding MACs. Since December 31June 30, 20052006, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 3126, 20052004, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or any Subsidiary of any Loan Party; and there shall have been delivered to the Administrative Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 20052009, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank Lender a certificate of each Loan Party (which may be included in the officer’s certificate to be delivered pursuant to Section 6.1.1), dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each respective Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 20051997, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the -45- 55 Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 3127, 20052009, no Material Adverse Change shall have occurred; prior to the Closing Date, except as disclosed in any public filing of any Loan Party or any Subsidiary of any Loan Party or otherwise disclosed to the Administrative Agent in writing, there shall have been no material change in the management of any Loan Party or any Subsidiary of any Loan Party; and there shall have been delivered to the Administrative Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 20052004, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Paying Agent for the benefit of each Bank Lender a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial a Responsible Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December August 31, 20052007, no Material Adverse Change shall have occurred; prior to the Closing Date, occurred and there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated as of the Closing Date date of this Amendment and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 20051999, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31September 30, 20052011, no Material Adverse Change shall have occurred; prior to since that date through and including the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank Lender a certificate dated the Closing Date and signed by the Chief Executive Officer, President or President, Chief Financial Officer or other Authorized Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31June 30, 20051999, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank Lender a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 20051999, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial an Authorized Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December August 31, 2005, no Material Adverse Change shall have occurred; prior to the Closing Date, occurred and there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated as of the Closing Date date of this Amendment and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31January 3, 20051998, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material adverse change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31From February 3, 20052018 through the Closing Date, no Material Adverse Change shall have occurred; prior to occurred and, except as otherwise noted on the Closing Datecertificate noted below, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Administrative Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial an Authorized Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31February 3, 20052007, no Material Adverse Change shall have occurred; prior occurred and, by their execution and delivery hereof, each of the Loan Parties shall be deemed to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank Lender a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 20052003, no Material Adverse Change shall have occurred; occurred and, prior to the Closing Date, there shall have been no material change in the senior management of any the Loan Party or Subsidiary of any Loan Party; Parties and there shall have been delivered to the Agent for the benefit of each Bank a certificate to such effect dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31June 30, 20051997, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31September 30, 2005--- ------------------------------------ 1998, no Material Adverse Change in the Borrower, or any of its Subsidiaries shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan PartyParty not previously disclosed to the Agents; and there shall have been delivered to the Administrative Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial a Responsible Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31From January 30, 20052021 through the Closing Date, no Material Adverse Change shall have occurred; prior to occurred and, except as otherwise noted on the Closing Datecertificate noted below, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Administrative Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial an Authorized Officer of each Loan Party to each such effect. 7.1.9.

Officer’s Certificate Regarding MACs. Since December 31September 30, 20051995, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 2005, 2004: (i) no Material Adverse Change shall have occurred; prior to the Closing Date, occurred and (ii) there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Paying Agent for the benefit of each Bank Lender a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial a Responsible Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 20052004, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank Lender a certificate dated the Closing Date and signed by the Chief Executive OfficerPresident, President or Chief Financial Officer or Treasurer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 20051996, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan PartyParty other than as contemplated in documents executed in connection with the Suncom Asset Purchase and delivered to the Agent; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 20051999, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the executive management of any Loan Party or Subsidiary of any Loan PartyParty that could reasonably be expected to result in a Material Adverse Change; and there shall have been delivered to the Administrative Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial an Authorized Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 3130, 20051995, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31September 30, 20052012, no Material Adverse Change shall have occurred; prior to since that date through and including the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank Lender a certificate dated the Closing Date and signed by the Chief Executive Officer, President or President, Chief Financial Officer or other Authorized Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31From January 29, 20052011 through the Closing Date, no Material Adverse Change shall have occurred; prior to occurred and, except as otherwise noted on the Closing Datecertificate noted below, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Administrative Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial an Authorized Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 20051995, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate of the Loan Parties dated the Closing Date and signed on behalf of the Loan Parties by any two of the Chief Executive Officer, President or President, Chief Financial Officer Officer, Secretary or Assistant Secretary of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December August 31, 20052003, no Material Adverse Change shall have occurred; prior to the Closing Date, occurred and there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated the Closing Amendment No. 4 Effective Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31September 30, 20052002, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or President, Chief Financial Officer or other Authorized Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31, 20051997, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31February 3, 2005, 2001 no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Administrative Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

Officer’s Certificate Regarding MACs. Since December 31June 30, 2005, 1996 no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent Lender for the benefit of each Bank the Lender a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.