Common use of Closing Certificate Clause in Contracts

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial an Authorized Officer of each Borrower Loan Party dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers the Loan Parties are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief a Financial Officer of each Borrower the Borrowing Agent dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, and (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial an Authorized Officer of each Borrower dated as of the date hereofClosing Date, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Executive Officer or Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower Loan Party dated as of the date hereofClosing Date, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, and (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower Loan Party dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are each Loan Party is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer an authorized officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other other Loan Documents are true and correct on in all material respects immediately prior to and as after giving effect to the making of such datethe initial Loans hereunder, (ii) Borrowers are Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other other Loan Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;.

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower Borrowing Agent dated as of the date hereofClosing Date, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, and (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct in all material respects on and as of such date, (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial an Authorized Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing ------------------- certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief a Financial Officer of each Borrower the Borrowing Agent dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, and (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;; [PHI Group] Revolving Credit, Term Loan and Security Agreement

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower the Company dated as of the date hereof, stating stating, among other matters, that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are each Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Authorized Officer of each Borrower Loan Party dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, and (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received received, in form and substance satisfactory to Agent, a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating stating, among other matters, that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are each Credit Party is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received received, in form and substance ------------------- reasonably satisfactory to Agent, a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower Loan Party dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers Loan Parties are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer an authorized officer of each Borrower dated as of the date hereof, stating certifying that (i) all representations and warranties each of the conditions set forth in clauses (b) (solely with respect to the authorization to file financing statements), (k), (m) and (n) of this Agreement Section 8.1 have been satisfied in all material respects and the Other Documents are true and correct on and as of such date, (ii) Borrowers attached thereto are on such date in compliance with all the terms true, correct and provisions set forth in this Agreement and the Other complete copies of Purchase Documents and (iii) Term Loan Documents, in each case, as in effect on such date no Default or Event of Default has occurred or is continuingthe Closing Date;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer chief executive officer of each Borrower Loan Party dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct in all material respects on and as of such date, (ii) Borrowers are each Loan Party is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower Loan Party dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents to which such Loan Party is a party are true and correct on and as of such date, (ii) Borrowers Loan Parties are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents Documents, as the case may be, and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower and Guarantor dated as of the date hereof, stating that that, among other things, (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, and (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing ------------------- certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties made by each as set forth in this Agreement and the Other other Documents are true and correct on and as of such date, (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other other Loan Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;.

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer or Chief Executive Officer of each Borrower Loan Party dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers Loan Parties are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower Loan Party dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, and (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed on behalf of each Obligor by the Chief Financial Officer of each Borrower such Obligor dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct in all material respects on and as of such date, (ii) Borrowers Obligors are on such date in compliance in all material respects with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents Ancillary Agreements are true and correct on and as of such date, (ii) Borrowers are Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other other Documents and (iii) on such date no Incipient Event of Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer a Responsible Person of each Borrower Loan Party dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers Loan Parties are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial a Responsible Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, and (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, and (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial a Responsible Officer of each Borrower Loan Party dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers Loan Parties are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial an Authorized Officer of each Borrower Loan Party dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, date and (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or and is continuing;

Closing Certificate. Agent Agents shall have received a closing certificate signed by the Chief Financial Officer of each Borrower Loan Party dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, and (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial a Responsible Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, and (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing; [Intentionally Omitted]; [Intentionally Omitted];

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial a Designated Officer of each Borrower Loan Party dated as of the date hereofOriginal Closing Date, in form and substance satisfactory to Agent, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers Loan Parties are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date date, no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct in all material respects on and as of such date, (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents Documents, and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer or Chief Accounting and Compliance Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer Vice President of each Borrower dated as of the date hereof, stating that that, in all material respects: (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, ; (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents Documents; and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower and Guarantor dated as of the date hereof, stating that certifying, as of the Closing Date and after giving effect to the Transactions, (i) all representations and warranties that the conditions set forth in this Agreement Section 8.2(a)(ii) have been satisfied, and the Other Documents are true and correct on and as of such date, (ii) as to the solvency of Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuingGuarantors;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower Loan Parties dated as of the date hereofClosing Date, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, and (ii) Borrowers are each Loan Party is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer or Chief Accounting Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower the Company dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are each Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers Borrower are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower Loan Parties dated as of the date hereofClosing Date, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are each Loan Party is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuingcontinuing or would result from the consummation of the Transactions;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial a Senior Management Officer of each Borrower Borrowers dated as of the date hereofClosing Date, stating that (i) all representations and warranties set forth in this Agreement and the Other Loan Documents are true and correct on and as of such date, and (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and Documents, (iii) on such date no Default or Event of Default has occurred or is continuing, and (iv) all of the conditions set forth in this Article VIII have been satisfied;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;; and

Closing Certificate. The Agent shall have received a closing certificate signed by the Chief Financial of a Responsible Officer of each Borrower dated as the Borrowers to the effect that, after giving effect to the transactions which are the subject of the date hereofthis Agreement, stating that (i) all representations and warranties set forth made by the Borrowers in this Agreement and or any other Loan Documents in place on the Other Documents Closing Date are true and correct on and correct, in all material respects, as of such date, (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuingClosing Date;

Closing Certificate. Collateral Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower Loan Parties dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers Loan Parties are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Loan Documents are true and correct on and as of such date, (ii) Borrowers are Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Loan Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing ------------------- certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received received, in form and substance reasonably satisfactory to Agent, a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such datethe Closing Date, (ii) Borrowers the Loan Parties are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower Loan Party delivered on behalf of such Loan Party and dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are each Loan Party is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the President, Chief Financial Officer, Chief Executive Officer or Chairman of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement Amendment and the Other Documents are true and correct on and as of such date, (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement Amendment and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer, the Chief Executive Officer, the Chief Operating Officer or the President of each Borrower dated as of the date hereofClosing Date, stating that (i) all representations and warranties of each Borrower set forth in this Agreement and the Other Documents are true and correct on and as of such date, and (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower Obligor dated as of the date hereof, stating that (i) all representations and warranties made by each as set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers the Obligors are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial an Officer of each Borrower Borrowing Agent dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial a Senior Officer of each Borrower dated as of the date hereofClosing Date, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Finacial Officer of each Borrower dated as of the date hereofClosing Date, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such datethe Closing Date, (ii) Borrowers are on such date the Closing Date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date the Closing Date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereofClosing Date, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received received, in form and substance satisfactory to Agent in its sole discretion, a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers Borrower are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each the Administrative Borrower on behalf of all Loan Parties dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers Loan Parties are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuingcontinuing or would result from the consummation of the Transactions;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial a Designated Officer of each Borrower Loan Party dated as of the date hereofClosing Date, in form and substance satisfactory to Agent, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers Loan Parties are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date date, no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the President and Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other other Documents and (iii) on such date no Default or Event of Default has occurred or and is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Ancillary Documents are true and correct on and as of such date, (ii) Borrowers are Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Ancillary Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer chief financial officer of each Borrower Credit Party dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are each Credit Party is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuingcontinuing or would result from the consummation of the Transactions;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer or the President of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, and (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower Loan Party, on behalf of such Loan Party, dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers Loan Parties are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer President of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other other Loan Documents are true and correct on and as of such date, (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other other Loan Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. The Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower Credit Party dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are each Credit Party is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other other Documents are true and correct on and as of such date, (ii) Borrowers are Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;; and

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer President of each Borrower dated as of the date hereof, hereof stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are Borrower is on such date date, in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of Katy and each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Katy and Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct in all material respects on and as of such date, (ii) Borrowers are on such date in compliance in all material respects with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer Treasurer of each Borrower Loan Party dated as of the date hereofClosing Date, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct in all material respects on and as of such date, and (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;; (e) Reserved; (f) Reserved; (g)

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Executive Officer, President, Chief Financial Officer or Controller of each Borrower the Company dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are each Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer Treasurer of each Borrower Loan Party dated as of the date hereofClosing Date, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct in all material respects on and as of such date, and (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing ------------------- certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) to the best of his knowledge, all representations and warranties set forth in this Agreement and the Other other Documents are true and correct on and as of such date, (ii) Borrowers are Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower Loan Party dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are the Loan Parties on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower Loan Party dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers Loan Parties are on such date in compliance with all the terms and provisions covenants set forth in this Agreement and the Other Documents (including without limitation financial covenants), and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower on behalf of such Borrower dated as of the date hereofClosing Date, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct in all material respects on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or and is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of Holdings and each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct (other than immaterial inaccuracies, if any) on and as of such date, (ii) Holdings and Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by an executive or accounting officer of the Chief Financial Officer of General Partner, each Borrower Subsidiary Guarantor and REIT dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;,

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer Secretary or Assistant Secretary of each Borrower Borrower, dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, and (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower Credit Party dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are each Credit Party is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has shall then have occurred or is and be continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of Holdings and each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Holdings and Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower Loan Parties dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are each Loan Party is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuingcontinuing or would result from the consummation of the Transactions;

Closing Certificate. Agent shall have received a closing certificate signed by the President, Chief Financial Officer or Chief Executive Officer of each Borrower dated as of the date hereof, stating stating, among other matters, that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties made by such Borrower as set forth in this Agreement and the Other Security Documents are true and correct on and as of such date, (ii) Borrowers are such Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and where applicable the Other Security Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower Loan Party dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, and (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;; (e)

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer or other executive officer of each Borrower dated as of the date hereof, stating on behalf of each Borrower that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other other Loan Documents are true and correct on and as of such date, (ii) Borrowers are each Credit Party is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other other Loan Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

Closing Certificate. Agent shall have received a closing ------------------- certificate signed by the Chief Financial Officer or Treasurer of each Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other other Loan Documents are true and correct on and as of such date, (ii) Borrowers are on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;