Common use of Closing Certificate Clause in Contracts

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(a) and (b) have been satisfied as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Section 5.01(c) and Sections 5.02(a) and (b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Section 5.01(f) and Sections 5.02(a), (b) and (bc) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date Company certifying that the conditions specified in Section 5.01(c) and Sections 5.02(a) and (b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date Company certifying that the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Section 4.01(c) and Sections 5.02(a4.02(a) and (b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Section 5.02(e) and Sections 5.02(a5.03(a) and (b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(a) and (b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.01(d), (e) and (h) and Sections 5.02(a) and (b) have been satisfied and such other matters as of reasonably requested by the Closing DateAdministrative Agent.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(a5.01(h), (i) and (j) and Sections 5.02(a), (b) and (c) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that (i) the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfied as and (ii) the Borrower and its Subsidiaries (after giving effect to the transactions contemplated hereby and the incurrence of the Closing DateIndebtedness related thereto) are Solvent on a consolidated basis.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying (i) that the conditions specified in Sections 5.02(a5.01(d) and (e) and Sections 5.02(a), (b) and (c) have been satisfied as of and (ii) the Closing Datecurrent Debt Ratings.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying (A) that the conditions specified in Sections 5.01(d) and (e) and 5.02(a) and (bc) have been satisfied and (B) that, after giving effect to all requested Credit Extensions to be made on the Closing Date, the Borrower is in compliance with the Borrowing Base as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that (A) the conditions specified in Sections each of Section 5.02(a) and (bSection 5.02(b) have been satisfied as of the Closing DateDate and (B) there has been no event, change, occurrence, circumstance or development since the date of the Audited Financial Statements that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date Company certifying that the conditions specified in Sections 5.02(a5.01(d) and (e) and Sections 5.02(a), (b) and (c) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Section 5.01(b) and Sections 5.02(a) and (b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date Company certifying that the conditions specified in Sections 5.01(c) and (d) and Sections 5.02(a) and (b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.01(i) and Sections 5.02(a) and (b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date GFI certifying that the conditions specified in Sections 5.01(d), (e), and (f) and Sections 5.02(a) ), and (b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date Company certifying that the conditions specified in Section 5.01(d) and Sections 5.02(a) and (b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.01(d) and (e) and 5.02(a) and (b) have been satisfied as of the Closing Date.satisfied. (h)

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date Company certifying that the conditions specified in Sections 5.01(c), 5.02(a) and (b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(a5.01(d) and (e) and Sections 5.02(a), (b) and (c) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by the President and Chief Executive Officer, a Responsible Vice President or a Financial Officer of the Borrower as certifying that each of the Closing Date certifying that the conditions specified precedent contained in Sections 5.02(a4.02(b), (d) and (bf) have been satisfied as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying (i) that the conditions specified in Sections 5.02(aSection 5.01(d) and (be) have been satisfied as of and (ii) the Closing Datecurrent Debt Ratings.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower EWI as of the Closing Date certifying that the conditions specified in Sections 5.02(asubsections (a) and (b) of Section 5.02 have been satisfied as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date Company certifying that the conditions specified in Sections 5.02(a5.01(d), (e), (k) and (bl) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.01(c) and (d) and Sections 5.02(a) and (b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a from the chief financial officer of the Borrower, or such other Responsible Officer of the Borrower as is acceptable to the Administrative Agent, dated as of the Closing Date and certifying that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent Lender of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date Company certifying that the conditions specified in Section 5.01(c) and Sections 5.02(a) and (b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Section 5.01(b) and Sections 5.02(a5.01(h) and (bi) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Section 5.01(d) and Sections 5.02(a), (b) and (bc) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(a4.01(m) and (b4.02(a) have been satisfied as satisfied; provided that the only representations and warranties under this Agreement or any other Loan Document the accuracy of which shall be a condition to the availability of the initial Credit Extension on the Closing DateDate shall be the Specified Representations.

Closing Certificate. Receipt by the Administrative Agent of a certificate certificate, signed by a Responsible Officer of the Borrower as of the Closing Date Borrower, certifying that the conditions specified in Sections Section 5.01(c), Section 5.01(d), Section 5.02(a) and (bSection 5.02(b) have been satisfied as of the Closing Effectiveness Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower Parent as of the Closing Date certifying that the conditions specified in Sections 5.02(asubsections (g), (i), (m) and (bn) of this Section 5.01 and Section 5.02(a) have been satisfied as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(a5.01(d), (e), (k) and (bl) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfied as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent Lender of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date Company certifying that the conditions specified in Section 5.01(c) and Sections 5.02(a) and (b) have been satisfied as of the Closing Date.satisfied. 

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Section 4.01(c) and Sections 5.02(a4.02(a), (b) and (bc) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(a5.03(a) and (b) have been satisfied as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that (i) after giving effect to the Transaction the conditions specified required in Sections 5.01(f), 5.01(k), 5.01(n), 5.02(a) and (b5.02(b) have been satisfied as of the Closing Date.

Closing Certificate. Receipt by A certificate (in form and substance reasonably acceptable to the Administrative Agent Agent), dated as of a certificate the Restatement Effective Date and signed by a Responsible Officer of the Borrower as of the Closing Date Borrower, certifying that the conditions specified set forth in Sections 5.02(a) and Section 5.02 shall be satisfied. (b) have been satisfied as of the Closing Date.v)

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower Company as of the Closing Date certifying that the conditions specified in Sections 5.01(h) and 5.02(a) and (b) have been satisfied as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(a5.01(c) and (d) and Sections 5.02(a), (b) and (c) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date Company certifying that the conditions specified in Section 2(c) and Sections 5.02(a) and (b) of the Amended Credit Agreement have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfied as of the Closing DateEffectiveness Date and setting forth the current Credit Rating(s).

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Effective Date certifying that the conditions specified in Sections 5.02(a) and (b) have been satisfied as of the Closing Effective Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(asubsections (g), (h) and (bi) of this Section 5.01 have been satisfied as of the Closing Date.. (f)

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(a5.01(b) and - (bd) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(a5.01(b) (the second sentence), (d)(i) and (be) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(a5.01(f) and (g) and Sections 5.02(a), (b) and (c) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date Company certifying that the conditions specified in Sections 5.01(c) and (d), Sections 5.02(a) and (b) and Schedule 5.01 have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Amendment and Restatement Effective Date certifying that the conditions specified in Sections 5.02(a) and (b) have been satisfied as of the Closing Amendment and Restatement Effective Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(a) and (b) have been satisfied as of the Closing Date.satisfied. 52

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower EWI as of the Closing Date certifying that the conditions specified in Sections 5.02(asubsections (a) and (b) of Section 5.02 have been satisfied as of the Closing Date.. (e)

Closing Certificate. Receipt The receipt by the Administrative Agent Acquiror of a certificate signed executed by a Responsible the Chief Executive Officer and Chief Financial Officer of the Borrower as of Company dated the Closing Date Date, certifying that the conditions specified in Sections 5.02(aSection 5.2(a) and (b) hereof have been satisfied as of the Closing Datefulfilled.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.01(d) and (e) and 5.02(a) and (b) have been satisfied as of the Closing Date.satisfied. Exhibit A to First Amendment

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(a4.01(m) and (b4.01(o) have been satisfied as satisfied; provided that the only representations and warranties under this Agreement or any other Loan Document the accuracy of which shall be a condition to the availability of the initial Credit Extension on the Closing DateDate shall be the Specified Representations and the Specified Acquisition Agreement Representations.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.01(c) and (d) and Sections 5.02(a) and (b) have been satisfied as of the Closing Effectiveness Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Sixth Amendment Effective Date certifying that the conditions specified in Section 5(f) and Sections 5.02(a5.03(a) and (b) of the Credit Agreement have been satisfied as of the Closing Sixth Amendment Effective Date.

Closing Certificate. Receipt by the Administrative Agent Lender of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(a) and (b) have been satisfied as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Section 5.01(d) and Sections 5.02(a) and (b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Domestic Administrative Agent of a certificate signed by a Responsible Officer of the Borrower TPMI as of the Closing Date certifying that the conditions specified in Sections 5.02(asubsections (a) and (b) of Section 5.02 have been satisfied as of the Closing Date.. 84

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(a) and (bSection 4.02(a) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Section 5.01(h) and Sections 5.02(a) and (b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying (i) that the conditions specified in Sections 5.02(a4.01(c) and (d) and Sections 4.02(a) and (b) have been satisfied as of and (ii) the Closing Datecurrent Debt Ratings.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(a5.01(d), (e), (j) and (bk) and Schedule 5.01 have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the following conditions specified in Sections 5.02(a) and (b) have been satisfied as of the Closing Date.:

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date Company certifying that the conditions specified in Sections 5.02(a) and (b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections Section 5.02(a) and Sections 5.03(a), (b) and (c) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date Company certifying that the conditions specified in Sections 5.02(a5.03(a) and (b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Section 3(c) of this Amendment and Sections 5.02(a4.02(a) and (b) of the Credit Agreement have been satisfied as of the Closing Datedate hereof.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Section 5.01(d) and Sections 5.02(a) and (b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(a), (b) and (bc) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(asubsections (g), (h) and (bi) of this Section 5.01 have been satisfied as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(a5.01(c), 5.03(a) and (b5.03(b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(a5.01(e) and (g) and Sections 5.02(a), (b) and (c) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent Bank of a certificate signed by a Responsible Officer an authorized officer of the Borrower as of the Closing Date date of this Agreement certifying that the conditions specified in Sections 5.02(a5.2(a) and (b) have been satisfied as of the Closing Datedate of this Agreement.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date Company certifying that the conditions specified in Sections 3(d) and (e) of this Eighth Amendment Agreement and Sections 5.02(a) and (b) of the Amended Credit Agreement have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.02(a5.01(e)-(g) and (bSections 5.02(a)-(c) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible an Executive Officer of the Borrower as of the Closing Date Company certifying that the conditions specified in Sections 5.01(c) and (d) and Sections 5.02(a) and (b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying (i) that the conditions specified in Sections 5.01(c) and (f) and Sections 5.02(a) and (b) have been satisfied as of the Closing Date and (ii) that the Loan Parties do not own any Material Real Estate Assets as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date Company certifying that the conditions specified in Sections 5.01(d), (e) and (l) and Sections 5.02(a) and (b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.01(c) and 5.01(d) and Sections 5.02(a) and (b5.02(b) have been satisfied as of the Closing Datesatisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying (i) that the conditions specified in Section 5.01(c) and Sections 5.02(a) and (b) have been satisfied as of and (ii) the Closing Datecurrent Debt Ratings.