Common use of Officer’s Certificate Clause in Contracts

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a) and 3(b) hereof are true and correct, (ii) the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is reasonably satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(bor 3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is reasonably satisfactory to the Representatives Representative (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus Offering Memorandum and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied in all material respects with all agreements and satisfied all conditions on its their part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), b) and (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information Information, the Registration Statement and the Prospectus and, to the best knowledge of such officer, (i) the representations of the Company set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (ab), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a) and 3(b3(c) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(bor 3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an the chief financial officer of the Company or another senior executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, correct on and as of the Closing Date; (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct on and as of the Closing Date, and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date Date; and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date a certificate of an the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives Representative (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer the Chief Financial Officer and the Executive Vice President – Chief Legal Officer of the Company who has specific knowledge of the Company’s financial matters and is or such other officer(s) as are satisfactory to the Representatives (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date Date, and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of an the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information Statement and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations representation set forth in Sections 3(a) and Section 3(b) hereof are is true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the such Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives Representatives, (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date a certificate of an executive from the chief financial officer of the Company who has specific knowledge of the Company’s financial matters (in his capacity as such) and that is in form and substance reasonably satisfactory to the Representatives Representative (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus andthat, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company and the Guarantors in this Underwriting Agreement are true and correct and that the Company has and the Guarantors have complied with all agreements and satisfied all conditions on its their part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate certificate, on behalf of the Company, of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives , (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations of the Company set forth in Sections 3(a) and 3(b) Section 3 hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a), ) and (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of an the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives Representative (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information Statement and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations representation set forth in Sections 3(a) and Section 3(b) hereof are is true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the such Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives Representative (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(bor 3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an (x) the chief executive officer of the Company who has specific knowledge and (y) the principal financial or accounting officer of the Company’s financial matters and is satisfactory to the Representatives Company (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company set forth in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is reasonably satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations of the Company set forth in Sections 3(a), 3(b), 3(c) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs paragraph (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company each Issuer who has specific knowledge of the Companysuch Issuer’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(bor 3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company Issuer in this Underwriting Agreement are true and correct and that the Company such Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, (x) a certificate on behalf of an the Company of the chief executive officer and the chief financial officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a3(b) and 3(b3(f) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a), ) and (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate certificates of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that, the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Final Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a) and 3(b3(a)–3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives Representative (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date Date, and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company Issuer who has specific knowledge of the CompanyIssuer’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company Issuer in this Underwriting Agreement are true and correct and that the Company Issuer has complied with all agreements and satisfied all conditions on its their part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives Representative (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(bor 3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date Date, a certificate of an the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who has specific knowledge of the Company’s financial matters and is reasonably satisfactory to the Representatives on behalf of the Company (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(aSection 2(b) and 3(b2(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date Date, and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date a certificate certificates of an executive officer two authorized representatives of the Company who has have specific knowledge of the Company’s financial matters and is are reasonably satisfactory to the Representatives Representative (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives Representative (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Sales Agents shall have received on and as of the Closing Date a certificate of an the chief executive officer and chief financial officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information General Disclosure Package and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date closing and (iii) to the effect set forth in paragraphs (a), ) and (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date a certificate of an executive officer the President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who has specific knowledge of the Company’s financial matters and is reasonably satisfactory to the Representatives (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a3(b) and 3(bor 3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives Representative (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer the Chief Financial Officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date Date, and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date a certificate of signed by an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives Representative (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus Final Offering Memorandum and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its their part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), b) and (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an two executive officer officers of the Company who has have specific knowledge of the Company’s financial matters and is are satisfactory to the Representatives (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (aSections 6(a), (c6(c) and (d6(d) abovehereof.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer officer, treasurer or controller of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(c) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of an the chief financial officer, chief operating officer or chief accounting officer of the Company and one additional senior executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (a) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information Statement and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations representation of the Company set forth in Sections 3(a) and Section 3(b) hereof are is true and correct, (iib) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the such Closing Date and (iiic) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The At the Closing Time, the Representatives shall have received on and as of the Closing Date a certificate of an executive the Chief Executive Officer or the President of the Company and of the chief financial or chief accounting officer of the Company who has specific knowledge of Company, dated the Company’s financial matters and is satisfactory Closing Time, to the Representatives confirming effect that such officer has carefully reviewed (i) since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and General Disclosure Package or the Prospectus andProspectus, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a) and 3(b) hereof are true and correctthere has been no Material Adverse Change, (ii) the other representations and warranties of the Company in this Underwriting Agreement are true and correct with the same force and that effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date Time, and (iiiiv) to the effect set forth conditions specified in paragraphs (a), (cSection 5(a) and (d) abovehereof have been satisfied.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer the Chief Financial Officer and the Executive Vice President – Governance, Regulatory Relations and Legal Affairs of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date Date, and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date or the Option Closing Date, as the case may be, a certificate of an executive officer the Chief Financial Officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Option Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s chief financial matters and is satisfactory to the Representatives officer (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has and the Guarantors have complied with all agreements and satisfied all conditions on its their part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date Date, a certificate of an the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of an executive the chief financial officer or chief accounting officer of the Company who has specific knowledge and the Chief Executive Officer of the Company’s financial matters and is satisfactory to the Representatives Company (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a3(b) and 3(bor 3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the such Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives Representative (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(bor 3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) (i) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of an executive the chief financial officer or chief accounting officer of the Company who has specific knowledge of and the Company’s financial matters and is satisfactory to the Representatives chief executive officer (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a), (c) and (d) abovec).

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company each Issuer who has specific knowledge of the Companysuch Issuer’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(bor 3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company Issuer in this Underwriting Agreement are true and correct and that the Company such Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an the chief executive officer and the principal financial or accounting officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date (x) a certificate of an the chief financial officer and chief executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations of the Company set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date Date, and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations of the Company set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus Offering Memorandum and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a), b) and (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is reasonably satisfactory to the Representatives Representative (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a) and 3(b) hereof are true and correct, ; (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date Date; and (iii) to the effect set forth in paragraphs (a), (c) and (d) aboveof this Section 6.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives Representative (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus Offering Circular and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company Manitowoc Parties in this Underwriting Agreement are true and correct and that the Company has Manitowoc Parties have complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), b) and (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date a certificate certificates of an two executive officer officers of the Company who has have specific knowledge of the Company’s financial matters and is are reasonably satisfactory to the Representatives Representative (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of an executive officer the Chief Executive Officer of the Company who has specific knowledge and the Chief Financial Officer of the Company’s financial matters and is satisfactory to the Representatives Company (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a3(c) and 3(b3(e) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is reasonably satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(bor 3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of Chief Executive Officer or an executive Executive Vice President of the Company and the chief financial or chief accounting officer of the Company who has specific knowledge of the Company’s financial matters and is or such other officer(s) as are satisfactory to the Representatives (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date Date, and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate executed by the Chairman of an executive officer the Board or the Chief Executive Officer or a Senior Vice President of the Company who has specific knowledge and the Chief Financial Officer or Chief Accounting Officer of the Company’s financial matters and is satisfactory to the Representatives Company (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a6(a), (c6(c) and (d) above6(d).

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who has specific knowledge of the Company’s financial matters and is reasonably satisfactory to the Representatives (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is reasonably satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Underwriter shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate certificate, on behalf of the Company, of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives , (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations of the Company set forth in Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a), ) and (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives Representatives, delivered on behalf of the Company and not in such officer’s personal capacity (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date a certificate of an the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives Representative (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information Statement and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations representation set forth in Sections 3(a) and Section 3(b) hereof are is true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the such Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date Date, a certificate of an the chief financial officer of the Company and one additional senior executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus Final Prospectuses and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the such Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of an the chief financial officer of the Company and one additional senior executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (A) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information Statement and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations representation of the Company set forth in Sections 3(a) and Section 3(b) hereof are is true and correct, (iiB) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the such Closing Date and (iiiC) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is reasonably satisfactory to the Representatives Representative (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus Offering Memorandum and, to the best knowledge of such officer, (i) the representations of the Company and the Guarantors set forth in Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company and the Guarantors in this Underwriting Agreement are true and correct and that the Company has and the Guarantors have complied with all agreements and satisfied all conditions on its their part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), b) and (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of an executive the chief financial officer or chief accounting officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of an the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives Representative (A) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information Statement and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations representation set forth in Sections 3(a) and Section 3(b) hereof are is true and correct, (iiB) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the such Closing Date or such Additional Closing Date, as the case may be, and (iiiC) to the effect set forth in paragraphs (a), ) and (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of an the chief executive officer or chief financial officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b), 3(d) and 3(b3(h) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs paragraph (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date Date, and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date (x) a certificate of an the chief financial officer and chief executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations of the Company set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date Date, and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date a certificate of an the Company, signed by the Chief Financial Officer and another executive officer of the Company who has specific knowledge of the Company’s financial matters and that is satisfactory to the Representatives Representative, (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and (iii) that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of an the chief financial officer of the Company and one additional senior executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus Offering Memorandum and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs paragraph (a), (c) and (db) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of an executive the chief financial officer or chief accounting officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(f) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a), (cb) and (dc) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of an the principal executive officer, principal financial officer and principal accounting officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(c) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a), ) and (c) and (d) above.

Officer’s Certificate. The Representatives Placement Agent shall have received on and as of the Closing Date Date, a certificate of an executive the chief financial officer or chief accounting officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information Statement and the General Disclosure Package and the Final Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a4(b) and 3(b4(e) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the such Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date or any Additional Closing Date, as the case may be, a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(bor 3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Placement Agent shall have received on and as of the Closing Date Date, a certificate of an executive the chief financial officer or chief accounting officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a4(b) and 3(b4(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the such Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date a certificate of an the chief executive officer and the principal financial or accounting officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives Representative (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date Date, a certificate of an executive officer the Chief Financial Officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date Date, and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives Representative shall have received on and as of the Closing Date a certificate of an the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives Representative (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s 's financial matters and is reasonably satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a) and 3(b) hereof are true and correct, ; (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date Date; and (iii) to the effect set forth in paragraphs (a), (c) and (d) aboveof this Section 6.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date and any Option Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date or such Additional Closing Date, as the case may be, a certificate of an the chief executive officer and the chief financial officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus and, to the best knowledge of such officerexecutive officers, (i) the representations of the Company set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or such Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a), (c) and (ds) aboveof this Section 6.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of an the chief executive officer of and the Company who has specific knowledge of the Company’s chief financial matters and is satisfactory to the Representatives officer (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations of the Company set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officerofficer and on behalf of the Company and not in his or her individual capacity, (i) the representations set forth in Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s 's financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus Offering Memorandum and, to the best knowledge of such officer, (i) the representations representation set forth in Sections Section 3(a) and 3(b) hereof are is true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), ) through (c) and (d) above.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is reasonably satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) aboveof this Section 6.

Officer’s Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of an two of the chief financial officer, the chief accounting officer and the chief executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has officers have carefully reviewed the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus and, to the best knowledge of such officerofficers, (i) the representations set forth in Sections 3(a3(b) and 3(b3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Underwriting Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a), ) and (c) and (d) above.