Common use of Closing Certificates Clause in Contracts

Closing Certificates. The Administrative Agent shall have received the following certificates, dated the Closing Date, satisfactory in form and substance to the Administrative Agent: (i) a certificate executed by a Responsible Officer of each Loan Party confirming, as of the Closing Date, that each of the representations and warranties made by such Loan Party in or pursuant to the Loan Documents to which it is a party shall be true and correct in all material respects on and as of such date as if made on and as of such date; (ii) a certificate executed by a Responsible Officer of the Borrower, confirming as of the Closing Date that no Default or Event of Default has occurred and is continuing on such date or would result from any extensions of credit under this Agreement requested to be made on such date; (iii) a certificate executed by a Responsible Officer of each Loan Party, confirming as of the Closing Date that immediately before and after giving effect to the transactions expected to occur on the Closing Date, including the making of each Loan to be made on the Closing Date and the application of the proceeds thereof and the issuance of each Letter of Credit to be issued on the Closing Date, each of the Loan Parties and their respective Subsidiaries, on a consolidated basis, is and will be Solvent; (iv) a certificate executed by a Responsible Officer of the Borrower, confirming as of the Closing Date that there has been no event or occurrence since December 31, 2012 that has had or could reasonably be expected to have, either individually or in aggregate, a Material Adverse Effect; and (v) a compliance certificate executed by a Responsible Officer of the Borrower, confirming that immediately before and after giving effect to the transactions expected to occur on the Closing Date, including the making of each Loan to be made on the Closing Date and the application of the proceeds thereof and the issuance of each Letter of Credit to be issued on the Closing Date, that the Borrower is and will be in pro forma compliance with the covenants set forth in Section 7.1, including certification of customary supporting documentation and supplemental reporting attached thereto.

Closing Certificates. The Administrative Agent and the Syndication Agent shall have received the following certificates, dated the Closing Date, satisfactory in form and substance to the Administrative Agent: (i) a copy of the certificate executed of incorporation, including all amendments thereto, of the Borrower and each Guarantor, each certified by the relevant authority of the jurisdiction of organization, and a Responsible Officer certificate as to the good standing of the Borrower and each Loan Party confirming, Guarantor as of the Closing Datea recent date, that each of the representations and warranties made by from such Loan Party in or pursuant to the Loan Documents to which it is a party shall be true and correct in all material respects on and as of such date as if made on and as of such date; relevant authority; (ii) a certificate executed of the Secretary or Assistant Secretary of the Borrower and each Guarantor, each dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of the Borrower or the relevant Guarantor, as applicable, as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by a Responsible Officer the Board of Directors of the Borrower or the relevant Guarantor, as applicable, authorizing the execution, delivery and performance of this Agreement and, in the case of the Borrower, confirming as the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation of the Closing Date that no Default Borrower or Event the relevant Guarantor, as applicable, has not been amended since the date of Default has occurred the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and is continuing on such date or would result from any extensions (D) as to the incumbency and specimen signature of credit under each officer executing this Agreement requested to be made or any other document delivered in connection herewith on such date; behalf of the Borrower or the relevant Guarantor, as applicable; (iii) a certificate executed by a Responsible Officer of each Loan Party, confirming as another officer of the Closing Date that immediately before and after giving effect Borrower or the relevant Guarantor, as applicable, as to the transactions expected to occur on the Closing Date, including the making of each Loan to be made on the Closing Date incumbency and the application specimen signature of the proceeds thereof Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and the issuance of each Letter of Credit to be issued on the Closing Date, each of the Loan Parties and their respective Subsidiaries, on a consolidated basis, is and will be Solvent; (iv) a certificate executed by a Responsible Officer of such other documents as the BorrowerLenders or Xxxxxxx Xxxxxxx & Xxxxxxxx, confirming as of counsel for the Closing Date that there has been no event or occurrence since December 31, 2012 that has had or could reasonably be expected to have, either individually or in aggregate, a Material Adverse Effect; and (v) a compliance certificate executed by a Responsible Officer of the Borrower, confirming that immediately before and after giving effect to the transactions expected to occur on the Closing Date, including the making of each Loan to be made on the Closing Date Administrative Agent and the application of the proceeds thereof and the issuance of each Letter of Credit to be issued on the Closing DateSyndication Agent, that the Borrower is and will be in pro forma compliance with the covenants set forth in Section 7.1, including certification of customary supporting documentation and supplemental reporting attached theretomay reasonably request.

Closing Certificates. The Administrative Agent Lender shall have received executed counterparts of the following certificatesinstruments, dated certificates or documents, and such counterparts (i) shall have been duly authorized, executed and delivered by the Closing Daterespective party or parties thereto, (ii) shall be reasonably satisfactory in form and substance to the Administrative AgentLender and (iii) shall be in full force and effect: (ia) a certificate executed by a Responsible Officer an Officer's Certificate of each Loan Party confirmingthe Borrower, dated as of the Closing Borrowing Date, that each of the stating that: (i) its representations and warranties contained in Section 3 are true and accurate on and as of the Borrowing Date (unless such representation and warranty shall have been made by with reference to a specified date, in which case such Loan Party in or pursuant to the Loan Documents to which it is a party representation and warranty shall be true and correct in all material respects on and accurate as of such date as if made on and as of such specified date; ); (ii) a certificate executed all covenants and conditions required to be performed or fulfilled by a Responsible Officer of it prior to or on the Borrower, confirming Borrowing Date have been performed or fulfilled; (iii) as of the Closing Date that no Default or Event of Default has occurred and is continuing on such date or would result from any extensions of credit under this Agreement requested to be made on such date; (iii) a certificate executed by a Responsible Officer of each Loan PartyBorrowing Date, confirming as of the Closing Date that immediately both before and after giving effect to the transactions expected contemplated by this Agreement, no Event of Default shall have occurred and be continuing; (iv) absent a Change in U.S. Tax Law, or being requested to occur do so by any appropriate Governmental Entity, and subject to the receipt of an IRS form W8-EXP, and subject to Section 2.7.1 hereof, the Borrower has no present intention to withhold (or cause to be withheld) Taxes on payments of interest on the Closing Date, including Loan A; and (v) no event has occurred and is continuing that constitutes a Material Adverse Change with respect to the making of each Loan to be made on the Closing Date and the application of the proceeds thereof and the issuance of each Letter of Credit to be issued on the Closing Date, each of the Loan Parties and their respective Subsidiaries, on a consolidated basis, is and will be SolventBorrower; (ivb) a certificate executed by a Responsible Officer of the Secretary or an Assistant Secretary of the Borrower, confirming dated as of the Closing Date Borrowing Date, (A) stating that there has the copy of the resolutions of the Board of Directors of the Borrower (attached to the certificate) authorizing the execution, delivery and performance of this Agreement and the other Operative Agreements to which the Borrower is a party or will be a party as contemplated by this Agreement is true and accurate, and that the resolutions thereby certified have not been no event amended, modified, revoked or occurrence since December 31rescinded; (B) stating that the copies of the certificate of incorporation and by-laws of the Borrower (which are attached to the certificate), 2012 are true and complete copies thereof, (C) stating that has had or could reasonably be expected the copy of the long-form good standing certificate (attached to have, either individually or in aggregate, the certificate and certified as of a Material Adverse Effect; and (v) a compliance certificate executed recent date by a Responsible Officer the Secretary of State of the Borrower's jurisdiction of incorporation) is a true and complete copy thereof, confirming that immediately before and after giving effect (D) certifying to the transactions expected to occur on the Closing Date, including the making of each Loan to be made on the Closing Date incumbency and the application signature of the proceeds thereof and the issuance officers of each Letter of Credit to be issued on the Closing Date, that the Borrower is and will be in pro forma compliance with the covenants set forth in Section 7.1, including certification of customary supporting documentation and supplemental reporting attached thereto.executing this Agreement;

Closing Certificates. The Administrative Agent shall have received Augusta having delivered to the following certificatesUnderwriters, at the Time of Closing, a certificate dated the Closing Date, satisfactory in form and substance Date addressed to the Administrative AgentUnderwriters and signed by the Chief Executive Officer and Chief Financial Officer of Augusta, certifying for and on behalf of Augusta, and not in their personal capacities, after having made due inquiries, with respect to the following matters: (ia) Augusta having complied with all the covenants and satisfied all the terms and conditions of this Underwriting Agreement on its part to be complied with and satisfied at or prior to the Time of Closing; (b) no order, ruling or determination (including any stop order) having the effect of ceasing or suspending trading in any securities of the Company or prohibiting the sale of the Shares or any of the Company’s issued securities having been issued and no proceeding for such purpose being pending or, to the knowledge of such officers, threatened by any securities regulatory authority or stock exchange in Canada or the United States; (c) subsequent to the respective dates as at which information is given in the Canadian Final Prospectus, there having not occurred a certificate executed by Material Adverse Effect, or any change or development involving a Responsible Officer prospective Material Adverse Effect, or the coming into existence of a new material fact, other than as disclosed in the Canadian Final Prospectus, the U.S. Final Prospectus or any Supplementary Material, as the case may be; (d) the Company being a “reporting issuer” or its equivalent under the securities laws of each Loan Party confirming, as of the Closing DateQualifying Jurisdictions, being eligible in accordance with the provisions of NI 44-101 to file a short form prospectus with the Canadian Securities Administrators, being eligible to file a registration statement on Form F-10 with the SEC, and no material change relating to the Company on a consolidated basis having occurred since the date hereof with respect to which the requisite material change report has not been filed and no such disclosure having been made on a confidential basis that each of remains subject to confidentiality; and (e) the representations and warranties made by such Loan Party of Augusta contained in or this Underwriting Agreement and in any certificates of Augusta delivered pursuant to the Loan Documents to which it is a party shall be or in connection with this Underwriting Agreement, being true and correct in all material respects on as at the Time of Closing, with the same force and as of such date effect as if made on and as at the Time of such date; (ii) a certificate executed by a Responsible Officer of the BorrowerClosing, confirming as of the Closing Date that no Default or Event of Default has occurred and is continuing on such date or would result from any extensions of credit under this Agreement requested to be made on such date; (iii) a certificate executed by a Responsible Officer of each Loan Party, confirming as of the Closing Date that immediately before and after giving effect to the transactions expected to occur on the Closing Date, including the making of each Loan to be made on the Closing Date and the application of the proceeds thereof and the issuance of each Letter of Credit to be issued on the Closing Date, each of the Loan Parties and their respective Subsidiaries, on a consolidated basis, is and will be Solventcontemplated by this Underwriting Agreement; (iv) a certificate executed by a Responsible Officer of the Borrower, confirming as of the Closing Date that there has been no event or occurrence since December 31, 2012 that has had or could reasonably be expected to have, either individually or in aggregate, a Material Adverse Effect; and (v) a compliance certificate executed by a Responsible Officer of the Borrower, confirming that immediately before and after giving effect to the transactions expected to occur on the Closing Date, including the making of each Loan to be made on the Closing Date and the application of the proceeds thereof and the issuance of each Letter of Credit to be issued on the Closing Date, that the Borrower is and will be in pro forma compliance with the covenants set forth in Section 7.1, including certification of customary supporting documentation and supplemental reporting attached thereto.

Closing Certificates. The Administrative Agent shall have received the following certificates, dated the Closing Date, satisfactory in form and substance to the Administrative Agent: (i) a certificate executed by a Responsible Officer of each Loan Party confirming, as of the Closing Date, that each of the representations and warranties made by such Loan Party in or pursuant to the Loan Documents to which it is a party shall be true and correct in all material respects on and as of such date as if made on and as of such date; (ii) a certificate executed by a Responsible Officer of the Borrower, confirming as of the Closing Date that no Default or Event of Default has occurred and is continuing on such date or would result from any extensions of credit under this Agreement requested to be made on such date; (iii) a certificate executed by a Responsible Officer of each Loan Party, confirming as of the Closing Date that immediately before and after giving effect to the transactions expected to occur on the Closing Date, including the making of each Loan to be made on the Closing Date and the application of the proceeds thereof and the issuance of each Letter of Credit to be issued on the Closing Date, each of the Loan Parties and their respective Subsidiaries, on a consolidated basis, is and will be Solvent; (iv) a certificate executed by a Responsible Officer of the Borrower, confirming as of the Closing Date that there has been no event or occurrence since December 31, 2012 2015 that has had or could reasonably be expected to have, either individually or in aggregate, a Material Adverse Effect; and; (v) a compliance certificate executed by a Responsible Officer of the Borrower, confirming that immediately before and after giving effect to the transactions expected to occur on the Closing Date, including the making of each Loan to be made on the Closing Date and the application of the proceeds thereof and the issuance of each Letter of Credit to be issued on the Closing Date, that the Borrower is and will be in pro forma compliance with the covenants set forth in Section 7.1, including certification ; and (vi) the perfection certificate executed by a Responsible Officer of customary supporting documentation and supplemental reporting attached theretothe Borrower.

Closing Certificates. The Administrative Agent Lender shall have received executed counterparts of the following certificatesinstruments, dated certificates or documents, and such counterparts (i) shall have been duly authorized, executed and delivered by the Closing Daterespective party or parties thereto, (ii) shall be reasonably satisfactory in form and substance to the Administrative AgentLender and (iii) shall be in full force and effect: (ia) a certificate executed by a Responsible Officer an Officer's Certificate of each Loan Party confirmingthe Borrower, dated as of the Closing Borrowing Date, that each of the stating that: (i) its representations and warranties contained in Section 3 are true and accurate on and as of the Borrowing Date (unless such representation and warranty shall have been made by with reference to a specified date, in which case such Loan Party in or pursuant to the Loan Documents to which it is a party representation and warranty shall be true and correct in all material respects on and accurate as of such date as if made on and as of such specified date; ); (ii) a certificate executed all covenants and conditions required to be performed or fulfilled by a Responsible Officer of it prior to or on the Borrower, confirming Borrowing Date have been performed or fulfilled; (iii) as of the Closing Date that no Default or Event of Default has occurred and is continuing on such date or would result from any extensions of credit under this Agreement requested to be made on such date; (iii) a certificate executed by a Responsible Officer of each Loan PartyBorrowing Date, confirming as of the Closing Date that immediately both before and after giving effect to the transactions expected contemplated by this Agreement, no Event of Default shall have occurred and be continuing; (iv) absent a Change in U.S. Tax Law, or being requested to occur do so by any appropriate Governmental Entity, and subject to the receipt of an IRS form W8-EXP, and subject to Section 2.7.1 hereof, the Borrower has no present intention to withhold (or cause to be withheld) Taxes on payments of interest on the Closing Date, including Loan A; and (v) no event has occurred and is continuing that constitutes a Material Adverse Change with respect to the making of each Loan to be made on the Closing Date and the application of the proceeds thereof and the issuance of each Letter of Credit to be issued on the Closing Date, each of the Loan Parties and their respective Subsidiaries, on a consolidated basis, is and will be SolventBorrower; (ivb) a certificate executed by a Responsible Officer of the Secretary or an Assistant Secretary of the Borrower, confirming dated as of the Borrowing Date, (A) stating that the copy of the resolutions of the Board of Directors of the Borrower (attached to the certificate) authorizing the execution, delivery and performance of this Agreement and the other Operative Agreements to which the Borrower is a party or will be a party as contemplated by this Agreement is true and accurate, and that the resolutions thereby certified have not been amended, modified, revoked or rescinded; (B) stating that the copies of the certificate of incorporation and by-laws of the Borrower (which are attached to the certificate), are true and complete copies thereof, (C) stating that the copy of the long-form good standing certificate (attached to the certificate and certified as of a recent date by the Secretary of State of the Borrower's jurisdiction of incorporation) is a true and complete copy thereof, and (D) certifying to the incumbency and signature of the officers of the Borrower executing this Agreement; (c) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated as of the Borrowing Date that certifies to the following: (A)(i) that attached to the certificate are accurate and true copies of each Code-Share Agreement and amendment to a Code-Share Agreement entered into by the Borrower since the most recent advance of a Direct Loan under the Funding Agreement or, if no Direct Loan has been advanced under the Funding Agreement, since the Financial Closing Date (as defined in the Funding Agreement), or (ii) that there Borrower has not entered into any Code-Share Agreement or amendment to a Code-Share Agreement since the most recent advance of a Direct Loan under the Funding Agreement or, if no Direct Loan has been no event advanced under the Funding Agreement, since such Financial Closing Date, and (B) listing all Code-Share Agreements which are in effect and further indicating any Code-Share Agreement which is in effect but not listed in Schedule III to the Funding Agreement as well as any Code-Share Agreement which is listed in Schedule III to the Funding Agreement but has terminated; (d) a certificate of the Manufacturer, representing and warranting to and for the benefit of the Borrower, the Lender and Security Trustee that title to the Aircraft, free and clear of all Liens arising from, through or occurrence since December 31under the Manufacturer, 2012 that has had or could reasonably be expected been conveyed to havethe Borrower pursuant to the Warranty Xxxx of Sale, either individually or in aggregate, a Material Adverse Effectand agreeing to defend such title forever against the claims and demands of all Persons; and (ve) a compliance the certificate executed by a Responsible Officer of the Borrower, confirming that immediately before and after giving effect Borrower referred to the transactions expected to occur on the Closing Date, including the making of each Loan to be made on the Closing Date and the application in Section 5.3 of the proceeds thereof and the issuance of each Letter of Credit to be issued on the Closing Date, that the Borrower is and will be in pro forma compliance with the covenants set forth in Section 7.1, including certification of customary supporting documentation and supplemental reporting attached theretoFunding Agreement.

Closing Certificates. The Administrative Agent Lender shall have received executed counterparts of the following certificatesinstruments, dated certificates or documents, and such counterparts (i) shall have been duly authorized, executed and delivered by the Closing Daterespective party or parties thereto, (ii) shall be reasonably satisfactory in form and substance to the Administrative AgentLender and (iii) shall be in full force and effect: (iA) a certificate executed by a Responsible Officer an Officer’s Certificate of each Loan Party confirmingthe Borrower, dated as of the Closing Relevant Borrowing Date, that each of the stating that: (i) its representations and warranties made by such Loan Party contained in or pursuant to the Loan Documents to which it is a party shall be Section 3 hereof and in each other Operative Agreement are true and correct in all material respects accurate on and as of such date as if Relevant Borrowing Date (unless such representation and warranty shall have been made on with reference to a specified date, in which case such representation and warranty shall be true and accurate as of such specified date; ); (ii) a certificate executed all covenants and conditions required by a Responsible Officer of the Borrower, confirming as of the Closing Date that no Default Operative Agreements to be performed or Event of Default has occurred and is continuing fulfilled by it prior to or on such date Relevant Borrowing Date have been performed or would result from any extensions of credit under this Agreement requested to be made on such date; fulfilled; (iii) a certificate executed by a Responsible Officer of each Loan Party, confirming as of the Closing Date that immediately such Relevant Borrowing Date, both before and after giving effect to the transactions expected contemplated by this Agreement, no Event of Default or material Default shall have occurred and be continuing; (iv) absent a Change in U.S. Tax Law and subject to occur the receipt of an IRS form W8‑EXP, and subject to Section 2.7 hereof, the Borrower has no present intention to (and will not) withhold (or cause to be withheld) Taxes on payments of interest on the Closing DateRelevant Loan; (v) no event has occurred and is continuing that constitutes a Material Change; and (vi) if such Relevant Loan is not the initial Relevant Loan, including that the making articles of each Loan incorporation, by-laws and resolutions delivered pursuant to be made on Section 4.1(e) are in full force and effect and have not been amended, modified or rescinded and that the Closing Date incumbency certificate delivered pursuant to Section 4.1(e) is true and correct (or, in lieu thereof, the application of Borrower may deliver a certificate in the proceeds thereof and the issuance of each Letter of Credit to be issued on the Closing Date, each of the Loan Parties and their respective Subsidiaries, on a consolidated basis, is and will be Solventform required by Section 4.1(e)); (B) an Officer’s Certificate of the Guarantor, dated as of such Relevant Borrowing Date, stating that: (i) its representations and warranties contained in the Guaranty are true and accurate on and as of such Relevant Borrowing Date (unless such representation and warranty shall have been made with reference to a specified date, in which case such representation and warranty shall be true and accurate as of such specified date), (ii) no event has occurred and is continuing that constitutes Loan Agreement (2013) NYDOCS01/1266448.20 a Material Change, (iii) absent a Change in U.S. Tax Law and subject to the receipt of an IRS form W8-EXP, and subject to Section 2.7 hereof, it has no present intention to (and will not) withhold (or cause to be withheld) Taxes on payments to the Lender pursuant to the Guaranty, and (iv) if such Relevant Loan is not the initial Relevant Loan, that the certificate of incorporation, by-laws and resolutions delivered pursuant to Section 4.1(f) are in full force and effect and have not been amended, modified or rescinded and that the incumbency certificate delivered pursuant to Section 4.1(f) is true and correct (or, in lieu thereof, the Borrower may deliver a certificate in the form required by Section 4.1(f)); and (C) a certificate executed by a Responsible Officer of the Manufacturer, representing and warranting to and for the benefit of the Borrower, confirming as the Lender and Security Trustee that title to such Aircraft, free and clear of all Liens arising from, through or under the Closing Date that there Manufacturer, has been no event or occurrence since December 31, 2012 that has had or could reasonably be expected to have, either individually or in aggregate, a Material Adverse Effect; and (v) a compliance certificate executed by a Responsible Officer of the Borrower, confirming that immediately before and after giving effect conveyed to the transactions expected Borrower pursuant to occur on the Closing DateWarranty Xxxx of Sale with respect to such Aircraft, including and agreeing to defend such title forever against the making claims and demands of each Loan to be made on the Closing Date and the application of the proceeds thereof and the issuance of each Letter of Credit to be issued on the Closing Date, that the Borrower is and will be in pro forma compliance with the covenants set forth in Section 7.1, including certification of customary supporting documentation and supplemental reporting attached theretoall Persons.

Closing Certificates. The Administrative Agent shall have received Orezone having delivered to the following certificatesUnderwriters, at the Time of Closing, a certificate dated the Closing Date, satisfactory in form and substance Date addressed to the Administrative AgentUnderwriters and signed by the Chief Executive Officer and Chief Financial Officer of Orezone, certifying for and on behalf of Orezone, and not in their personal capacities, after having made due inquiries, with respect to the following matters: (ia) Orezone having complied in all material respects with all the covenants and satisfied all the terms and conditions of this Underwriting Agreement on its part to be complied with and satisfied at or prior to the Time of Closing; (b) no order, ruling or determination (including any stop order) having the effect of ceasing or suspending trading in any securities of the Company or prohibiting the sale of the Shares or any of the Company's issued securities having been issued and no proceeding for such purpose being pending or, to the knowledge of such officers, threatened by any securities regulatory authority or stock exchange in Canada or the United States; (c) subsequent to the respective dates as at which information is given in the Canadian Preliminary Prospectus, there having not occurred a certificate executed by Material Adverse Effect, or any change or development involving a Responsible Officer prospective Material Adverse Effect, or the coming into existence of a new material fact, other than as disclosed in the Canadian Final Prospectus, the U.S. Final Prospectus or any Supplementary Material, as the case may be; (d) the Company being a "reporting issuer" or its equivalent under the securities laws of each Loan Party confirming, as of the Closing DateQualifying Jurisdictions, being eligible in accordance with the provisions of NI 44-101 to file a short form prospectus with the Canadian Securities Administrators, being eligible to file a registration statement on Form F-10 with the SEC, and no material change relating to the Company on a consolidated basis having occurred since the date hereof with respect to which the requisite material change report has not been filed and no such disclosure having been made on a confidential basis that each of remains subject to confidentiality; and (e) the representations and warranties made by such Loan Party of Orezone contained in or this Underwriting Agreement and in any certificates of Orezone delivered pursuant to the Loan Documents to which it is a party shall be or in connection with this Underwriting Agreement, being true and correct in all material respects on as at the Time of Closing, with the same force and as of such date effect as if made on and as at the Time of such date; (ii) a certificate executed by a Responsible Officer of the BorrowerClosing, confirming as of the Closing Date that no Default or Event of Default has occurred and is continuing on such date or would result from any extensions of credit under this Agreement requested to be made on such date; (iii) a certificate executed by a Responsible Officer of each Loan Party, confirming as of the Closing Date that immediately before and after giving effect to the transactions expected to occur on the Closing Date, including the making of each Loan to be made on the Closing Date and the application of the proceeds thereof and the issuance of each Letter of Credit to be issued on the Closing Date, each of the Loan Parties and their respective Subsidiaries, on a consolidated basis, is and will be Solventcontemplated by this Underwriting Agreement; (iv) a certificate executed by a Responsible Officer of the Borrower, confirming as of the Closing Date that there has been no event or occurrence since December 31, 2012 that has had or could reasonably be expected to have, either individually or in aggregate, a Material Adverse Effect; and (v) a compliance certificate executed by a Responsible Officer of the Borrower, confirming that immediately before and after giving effect to the transactions expected to occur on the Closing Date, including the making of each Loan to be made on the Closing Date and the application of the proceeds thereof and the issuance of each Letter of Credit to be issued on the Closing Date, that the Borrower is and will be in pro forma compliance with the covenants set forth in Section 7.1, including certification of customary supporting documentation and supplemental reporting attached thereto.

Closing Certificates. The Administrative Agent shall have received the following certificates, dated the Closing Date, satisfactory in form and substance to the Administrative Agent: (i) a certificate executed by a Responsible Officer of each Loan Party confirmingand the Sponsor, confirming as of the Closing Date, Date that each of the representations and warranties made by such Loan Party or the Sponsor, as applicable, in or pursuant to the Loan Documents to which it is a party shall be true and correct in all material respects on and as of such date as if made on and as of such date; (ii) a certificate executed by a Responsible Officer of the Borrower, confirming as of the Closing Date that no Default or Event of Default has occurred and is continuing on such date or would result from any extensions of credit under this Agreement requested to be made on such date; (iii) a certificate executed by a Responsible Officer of each Loan Party, confirming as of the Closing Date that immediately before and after giving effect to the transactions expected to occur on the Closing Date, including the making of each Loan to be made on the Closing Date and the application of the proceeds thereof and thereof, the issuance of each Letter of Credit to be issued on the Closing DateDate and the consummation of the Subsidiary Loan Transactions, each of the Loan Parties and their respective Subsidiaries, on a consolidated basis, is and will be Solvent; (iv) a certificate executed by a Responsible Officer of the Borrower, confirming as of the Closing Date that there has been no event or occurrence since December 31, 2012 2011 that has had or could reasonably be expected to have, either individually or in aggregate, a Material Adverse Effect; and (v) a compliance certificate executed by a Responsible Officer of the Borrower, confirming that immediately before and after giving effect to the transactions expected to occur on the Closing Date, including the making of each Loan to be made on the Closing Date and the application of the proceeds thereof and thereof, the issuance of each Letter of Credit to be issued on the Closing DateDate and the consummation of the Subsidiary Loan Transactions, that the Borrower is and will be in pro forma compliance with the covenants set forth in Section 7.1, including certification of customary supporting documentation and supplemental reporting attached thereto.

Closing Certificates. The Administrative Agent shall have received duly authorized and executed copies of each of the following certificates, dated the Closing Date, satisfactory in form and substance satisfactory to the Administrative AgentAgent and, if applicable, its counsel: (i) a certificate executed of the Borrower on behalf of itself and the other Loan Parties signed by a Responsible an Authorized Officer of each Loan Party confirmingthe Borrower, dated as of the Closing Date, Third Amendment Effective Date stating that each of (A) the representations and warranties made by such Loan Party in or pursuant to of the Loan Parties set forth in Article V of the Amended Credit Agreement and in the other Loan Documents are true and correct, except such representations and warranties that are not qualified by reference to materiality or a Material Adverse Change are true and correct in all material respects, after giving effect to this Amendment, as though made on and as of the date hereof (except for any such representation and warranty that by its terms is made only as of an earlier date, which it is a party representation and warranty shall be remain true and correct in all material respects on and as of such date as if made on and earlier date), (B) no Default or Event of Default exists or is continuing as of such datethe Third Amendment Effective Date, or will result from the transactions contemplated by this Amendment, (C) all Governmental Authority authorizations required with respect to the execution, delivery or performance of this Amendment by the Loan Parties have been received, (D) since December 31, 2022, there has occurred no Material Adverse Effect and (E) each of the Loan Parties has satisfied each of the other closing conditions required to be satisfied by it hereunder; (ii) a certificate executed by a Responsible Officer of the Borrower, confirming dated as of the Third Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (A) all corporate or limited liability company action taken by each Loan Party in connection with the authorization of this Amendment and the Revolving Increase; (B) the names of the Authorized Officers authorized to sign the Loan Documents on behalf of each Loan Party and their true signatures; and (C) certifying that there have been no changes to its Organizational Documents since last delivered to the Administrative Agent on the Closing Date that no Default Date, together with certificates from the appropriate state officials as to the continued existence and good standing or Event existence (as applicable) of Default has occurred and is continuing on such date or would result from any extensions of credit under this Agreement requested to be made on such date;each Loan Party in each state where organized; and (iii) a certificate Solvency Certificate, duly executed by a Responsible Officer of each Loan Party, confirming as of the Closing Date that immediately before and after giving effect to the transactions expected to occur on the Closing Date, including the making of each Loan to be made on the Closing Date and the application of the proceeds thereof and the issuance of each Letter of Credit to be issued on the Closing Date, each of the Loan Parties and their respective Subsidiaries, on a consolidated basis, is and will be Solvent; (iv) a certificate executed by a Responsible an Authorized Officer of the Borrower, confirming as of the Closing Date that there has been no event or occurrence since December 31, 2012 that has had or could reasonably be expected to have, either individually or in aggregate, a Material Adverse Effect; and (v) a compliance certificate executed by a Responsible Officer of the Borrower, confirming that immediately before and after giving effect to the transactions expected to occur on the Closing Date, including the making of each Loan to be made on the Closing Date and the application of the proceeds thereof and the issuance of each Letter of Credit to be issued on the Closing Date, that the Borrower is and will be in pro forma compliance with the covenants set forth in Section 7.1, including certification of customary supporting documentation and supplemental reporting attached thereto.

Closing Certificates. The Administrative Agent Lender shall have received the following certificates, dated the Closing Date, satisfactory in form and substance to the Administrative AgentLender: (i) a certificate executed by a Responsible Officer of each Loan Party confirming, as of the Closing Date, that each of the representations and warranties made by such Loan Party in or pursuant to the Loan Documents to which it is a party shall be true and correct in all material respects on and as of such date as if made on and as of such date; (ii) a certificate executed by a Responsible Officer of the Borrower, confirming as of the Closing Date that no Default or Event of Default has occurred and is continuing on such date or would result from any extensions of credit under this Agreement requested to be made on such date; (iii) a certificate executed by a Responsible Officer of each Loan Party, confirming as of the Closing Date that immediately before and after giving effect to the transactions expected to occur on the Closing Date, including the making of each Loan to be made on the Closing Date and the application of the proceeds thereof and the issuance of each Letter of Credit to be issued on the Closing Datethereof, each of the Loan Parties and their respective Subsidiaries, on a consolidated basis, is and will be Solvent;; and (iv) a certificate executed by a Responsible Officer of the Borrower, confirming as of the Closing Date that there has been no event or occurrence since December 31, 2012 2019 that has had or could reasonably be expected to have, either individually or in aggregate, a Material Adverse Effect; and (v) a compliance certificate executed by a Responsible Officer of the Borrower, confirming that immediately before and after giving effect to the transactions expected to occur on the Closing Date, including the making of each Loan to be made on the Closing Date and the application of the proceeds thereof and the issuance of each Letter of Credit to be issued on the Closing Date, that the Borrower is and will be in pro forma compliance with the covenants set forth in Section 7.1, including certification of customary supporting documentation and supplemental reporting attached thereto.

Closing Certificates. The Administrative Agent shall have received the following certificates, dated the Closing Date, satisfactory in form and substance to the Administrative Agent: (i) a certificate executed by a Responsible Officer of each Loan Party confirming, as of the Closing Date, that each of the representations and warranties made by such Loan Party in or pursuant to the Loan Documents to which it is a party shall be true and correct in all material respects on and as of such date as if made on and as of such date; (ii) a certificate executed by a Responsible Officer of the Borrower, confirming as of the Closing Date that no Default or Event of Default has occurred and is continuing on such date or would result from any extensions of credit under this Agreement requested to be made on such date; (iii) a certificate executed by a Responsible Officer of each Loan Party, confirming as of the Closing Date that immediately before and after giving effect to the transactions expected to occur on the Closing Date, including the making of each Loan to be made on the Closing Date and the application of the proceeds thereof and the issuance of each Letter of Credit to be issued on the Closing Datethereof, each of the Loan Parties and their respective Subsidiaries, on a consolidated basis, is and will be Solvent;; and (iv) a certificate executed by a Responsible Officer of the Borrower, confirming as of the Closing Date that there has been no event or occurrence since December 31, 2012 2013 that has had or could reasonably be expected to have, either individually or in aggregate, a Material Adverse Effect; and (v) a compliance certificate executed by a Responsible Officer of the Borrower, confirming that immediately before and after giving effect to the transactions expected to occur on the Closing Date, including the making of each Loan to be made on the Closing Date and the application of the proceeds thereof and the issuance of each Letter of Credit to be issued on the Closing Date, that the Borrower is and will be in pro forma compliance with the covenants set forth in Section 7.1, including certification of customary supporting documentation and supplemental reporting attached thereto.