Common use of Officer’s Closing Certificate Clause in Contracts

Officer’s Closing Certificate. The Administrative Agent shall have received a certificate of the President or a Vice President and the Secretary or Assistant Secretary of each Loan Party, dated the Closing Date, substantially in the form of Exhibit I: (i) attaching a (x) long form certificate of incorporation or formation of such Loan Party, certified as of a recent date by the Secretary of State of the jurisdiction of its incorporation or formation and (y) a true and complete copy of its by laws, operating agreement or other analogous agreement, (ii) attaching resolutions of its board of directors, general partner or other managing Person authorizing the execution, delivery and performance of the Loan Documents to which it is a party and the Transactions and certifying that (x) such resolutions were duly adopted and in full force and effect and (y) no other resolutions relating to the Loan Documents or the Transactions have been adopted, (iii) certifying as to the incumbency of its officer or officers who may sign the Loan Documents, including therein a signature specimen of such officer or officers, (iv) attaching certificates of good standing (or comparable certificates), certified as of a recent date prior to the Closing Date, by the Secretaries of State (or comparable official) of the jurisdiction of its incorporation or formation and each other jurisdiction in which it is qualified to do business, (v) either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required, (vi) setting forth reasonably detailed calculations demonstrating compliance with Section 4.14, (vii) in the case of the certificate of the Borrower, (A) certifying compliance with the conditions set forth in paragraphs (a) and (b) of Section 5.2, and (B) certifying that immediately after giving effect to the Transactions occurring on or prior to the Closing Date, neither the Borrower nor any of the Subsidiaries shall have outstanding (1) any Indebtedness other than as permitted under Section 7.1(a), or (2) any Disqualified Equity (other than the Existing Disqualified Equity); (viii) in the case of the certificate of the Borrower, attaching (1) financial projections, including projected capital expenditures, covering the period through the Maturity Date, and (2) a business plan and model covering the period through the Maturity Date, and (ix) in the case of the certificate of the Borrower, certifying (together with calculations and other evidence in appropriate detail) that (1) immediately after giving effect to the Transactions occurring on or prior to the Closing Date, (A) Consolidated Net Worth is not less than $65,000,000, and (B) Consolidated AUM is not less than $15,000,000,000, (2)(A) the Leverage Ratio is not greater than 2.25:1.00, and (B) the Interest Coverage Ratio is not less than 3.00:1.00, and (3) on or after March 31, 2009, VPDI made one or more distributions to the Borrower, in cash, in an aggregate amount not less than $6,000,000.

Officer’s Closing Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the President or a Vice President and the Secretary or Assistant Secretary Company as of each Loan Party, dated the Closing Date, substantially in the form of Exhibit I: Schedule 4.1(f) stating that (i) attaching a there does not exist any pending or ongoing, action, suit, investigation, litigation or proceeding in any court or before any other Governmental Authority (xA) long form certificate of incorporation or formation of such Loan Party, certified as of a recent date by the Secretary of State of the jurisdiction of its incorporation or formation and (y) a true and complete copy of its by laws, operating agreement or other analogous agreement, (ii) attaching resolutions of its board of directors, general partner or other managing Person authorizing the execution, delivery and performance of the Loan Documents to which it is a party and the Transactions and certifying that (x) such resolutions were duly adopted and in full force and effect and (y) no other resolutions relating to the Loan Documents affecting this Agreement or the Transactions have been adopted, (iii) certifying as to the incumbency of its officer or officers who may sign the Loan other Credit Documents, including therein a signature specimen of such officer that has not been settled, dismissed, vacated, discharged or officers, (iv) attaching certificates of good standing (or comparable certificates), certified as of a recent date terminated prior to the Closing Date, by the Secretaries of State (or comparable official) of the jurisdiction of its incorporation or formation and each other jurisdiction in which it is qualified to do business, (v) either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, Date or (B) stating that no such consents, licenses purports to affect any Credit Party or approvals are so required, (vi) setting forth reasonably detailed calculations demonstrating compliance with Section 4.14, (vii) in the case of the certificate of the Borrower, (A) certifying compliance with the conditions set forth in paragraphs (a) and (b) of Section 5.2, and (B) certifying that immediately after giving effect to the Transactions occurring on or prior to the Closing Date, neither the Borrower nor any of the Subsidiaries shall have outstanding (1) any Indebtedness other than as permitted under Section 7.1(a)its Subsidiaries, or (2) any Disqualified Equity (other than transaction contemplated by the Existing Disqualified Equity); (viii) in the case of the certificate of the BorrowerCredit Documents, attaching (1) financial projectionswhich action, including projected capital expendituressuit, covering the period through the Maturity Dateinvestigation, and (2) litigation or proceeding could reasonably be expected to have a business plan and model covering the period through the Maturity DateMaterial Adverse Effect, and (ix) in the case of the certificate of the Borrowerthat has not been settled, certifying (together with calculations and other evidence in appropriate detail) that (1) immediately after giving effect to the Transactions occurring on dismissed, vacated, discharged or terminated prior to the Closing Date, (ii) immediately after giving effect to this Agreement, the other Credit Documents, and all the Transactions contemplated to occur on such date, (A) Consolidated Net Worth is not less than $65,000,000no Default or Event of Default exists, (B) all representations and warranties contained herein and in the other Credit Documents are true and correct, and (BC) Consolidated AUM is not less than $15,000,000,000the Credit Parties are in pro forma compliance (after giving effect to this Agreement and the Private Placement Debt) with each of the initial financial covenants set forth in Section 5.9 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) as of Xxxxx 00, 0000, (2)(Axxx) as of the Closing Date (A) the Leverage Ratio is not greater than 2.25:1.00fair saleable value of the Credit Parties’ assets, measured on a going concern basis, exceeds all probable liabilities, including those to be incurred pursuant to this Agreement and the Private Placement Documents, (B) none of the Interest Coverage Ratio Credit Parties (y) has unreasonably small capital in relation to the business in which it is not less than 3.00:1.00, or proposes to be engaged and (3z) on has incurred or believes that it will incur after March 31, 2009, VPDI made one or more distributions giving effect to the Borrowertransactions contemplated by this Agreement, debts beyond its ability to pay such debts as they become due, (iv) each of the other conditions precedent in cashSection 4.1 have been satisfied, in an aggregate amount not less than $6,000,000except to the extent the satisfaction of any such condition is subject to the judgment or discretion of the Administrative Agent or any Lender and (v) attached to such certificate is a true and complete copy of the fully executed Private Placement Documents.

Officer’s Closing Certificate. The Administrative Agent shall have received a certificate of the President or a Vice President and the Secretary or Assistant Secretary of each Loan Party, dated the Closing Effective Date, substantially in the form of Exhibit I:I and (other than with respect to Xxxxxxxxxx to the extent agreed to by the Administrative Agent in its sole and absolute discretion): (i) attaching a (x) long form certificate of incorporation or formation of such Loan Party, certified as of a recent date by the Secretary of State of the jurisdiction of its incorporation or formation and (y) a true and complete copy of its by laws, operating agreement or other analogous agreement, (ii) attaching resolutions of its board of directors, general partner or other managing Person authorizing the execution, delivery and performance of the Loan Documents to which it is a party and the Transactions and certifying that (x) such resolutions were duly adopted and in full force and effect and (y) no other resolutions relating to the Loan Documents or the Transactions have been adopted, (iii) certifying as to the incumbency of its officer or officers who may sign the Loan Documents, including therein a signature specimen of such officer or officers, (iv) attaching certificates of good standing (or comparable certificates), certified as of a recent date prior to the Closing Effective Date, by the Secretaries of State (or comparable official) of the jurisdiction of its incorporation or formation and each other jurisdiction in which it is qualified to do business, (v) either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required, (vi) setting forth reasonably detailed calculations demonstrating compliance with Section 4.14, (vii) in the case of the certificate of the Borrower, (A) certifying compliance with the conditions set forth in paragraphs (a) and (b) of Section 5.2, and (B) certifying that immediately after giving effect to the Transactions occurring on or prior to the Closing Effective Date, neither the Borrower nor any of the Subsidiaries shall have outstanding (1) any Indebtedness other than as permitted under Section 7.1(a), or (2) any Disqualified Equity (other than the Existing Disqualified Equity); (viii) in the case of the certificate of the Borrower, attaching (1) financial projections, including projected capital expenditures, covering the period through the Maturity Date, and (2) a business plan and model covering the period through the Maturity Date, ; and (ix) in the case of the certificate of the Borrower, certifying (together with calculations and other evidence in appropriate detail) that (1) immediately after giving effect to the Transactions occurring on or prior to the Closing Effective Date, (A) Consolidated Net Worth is not less than $65,000,000, and (B) Consolidated AUM is not less than $15,000,000,000, (2)(A) the Leverage Ratio is not greater than 2.25:1.002.75:1.00, and (B2) the Interest Coverage Ratio is not less than 3.00:1.00, and (3) on or after March 31, 2009, VPDI made one or more distributions to the Borrower, in cash, in an aggregate amount not less than $6,000,0004.00:1.00.

Officer’s Closing Certificate. The Administrative Agent shall have received a certificate of the President or a Vice President and the Secretary or an Assistant Secretary of each Loan Party, dated the Closing Effective Date, substantially in the form of Exhibit II and: (i) i. attaching a (x) a long form certificate of incorporation or formation of such Loan PartyParty (other than Xxxxx Xxxxxxxx Xxxxxxx Investment Management, LLC (“Xxxxx Xxxxxxxx”)), certified as of a recent date by the Secretary of State of the jurisdiction of its incorporation or formation, (y) a copy of the certificate of formation of Xxxxx Xxxxxxxx certified by such officer as a true and complete copy thereof, and (yz) a true and complete copy of its by by-laws, operating agreement or other analogous agreement, (ii) . attaching resolutions of its board of directors, general partner or other managing Person authorizing the execution, delivery and performance of the Loan Documents to which it is a party and the Transactions and certifying that (x) such resolutions were duly adopted and in full force and effect and (y) no other resolutions relating to the Loan Documents or the Transactions have been adopted, (iii) . certifying as to the incumbency of its officer or officers who may sign the Loan Documents, including therein a signature specimen of such officer or officers, (iv) . attaching certificates of good standing (or comparable certificates), certified as of a recent date prior to the Closing Effective Date, by the Secretaries of State (or comparable official) of the jurisdiction of its incorporation or formation (other than with respect to Xxxxx Xxxxxxxx), and each other jurisdiction in which it is qualified to do business, (v) v. either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required, (, vi) . setting forth reasonably detailed calculations demonstrating compliance with Section 4.14, (vii) in the case of the certificate of the Borrower, (A) certifying compliance with the conditions set forth in paragraphs (a) and (b) of Section 5.2, and (B) certifying that immediately after giving effect to the Transactions occurring on or prior to the Closing Date, neither the Borrower nor any of the Subsidiaries shall have outstanding (1) any Indebtedness other than as permitted under Section 7.1(a), or (2) any Disqualified Equity (other than the Existing Disqualified Equity); (viii) in the case of the certificate of the Borrower, attaching (1) financial projections, including projected capital expenditures, covering the period through the Maturity Date, and (2) a business plan and model covering the period through the Maturity Date, and (ix) in the case of the certificate of the Borrower, certifying (together with calculations and other evidence in appropriate detail) that (1) immediately after giving effect to the Transactions occurring on or prior to the Closing Date, (A) Consolidated Net Worth is not less than $65,000,000, and (B) Consolidated AUM is not less than $15,000,000,000, (2)(A) the Leverage Ratio is not greater than 2.25:1.00, and (B) the Interest Coverage Ratio is not less than 3.00:1.00, and (3) on or after March 31, 2009, VPDI made one or more distributions to the Borrower, in cash, in an aggregate amount not less than $6,000,000.

Officer’s Closing Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the President or a Vice President and the Secretary or Assistant Secretary Company as of each Loan Party, dated the Closing Date, substantially in the form of Exhibit I: Schedule 4.1(f) stating that (i) attaching a there does not exist any pending or ongoing, action, suit, investigation, litigation or proceeding in any court or before any other Governmental Authority (xA) long form certificate of incorporation or formation of such Loan Party, certified as of a recent date by the Secretary of State of the jurisdiction of its incorporation or formation and (y) a true and complete copy of its by laws, operating agreement or other analogous agreement, (ii) attaching resolutions of its board of directors, general partner or other managing Person authorizing the execution, delivery and performance of the Loan Documents to which it is a party and the Transactions and certifying that (x) such resolutions were duly adopted and in full force and effect and (y) no other resolutions relating to the Loan Documents affecting this Agreement or the Transactions have been adopted, (iii) certifying as to the incumbency of its officer or officers who may sign the Loan other Credit Documents, including therein a signature specimen of such officer that has not been settled, dismissed, vacated, discharged or officers, (iv) attaching certificates of good standing (or comparable certificates), certified as of a recent date terminated prior to the Closing Date, by the Secretaries of State (or comparable official) of the jurisdiction of its incorporation or formation and each other jurisdiction in which it is qualified to do business, (v) either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, Date or (B) stating that no such consents, licenses purports to affect any Credit Party or approvals are so required, (vi) setting forth reasonably detailed calculations demonstrating compliance with Section 4.14, (vii) in the case of the certificate of the Borrower, (A) certifying compliance with the conditions set forth in paragraphs (a) and (b) of Section 5.2, and (B) certifying that immediately after giving effect to the Transactions occurring on or prior to the Closing Date, neither the Borrower nor any of the Subsidiaries shall have outstanding (1) any Indebtedness other than as permitted under Section 7.1(a)its Subsidiaries, or (2) any Disqualified Equity (other than transaction contemplated by the Existing Disqualified Equity); (viii) in the case of the certificate of the BorrowerCredit Documents, attaching (1) financial projectionswhich action, including projected capital expendituressuit, covering the period through the Maturity Dateinvestigation, and (2) litigation or proceeding could reasonably be expected to have a business plan and model covering the period through the Maturity DateMaterial Adverse Effect, and (ix) in the case of the certificate of the Borrowerthat has not been settled, certifying (together with calculations and other evidence in appropriate detail) that (1) immediately after giving effect to the Transactions occurring on dismissed, vacated, discharged or terminated prior to the Closing Date, (ii) immediately after giving effect to this Agreement, the other Credit Documents, and all the Transactions contemplated to occur on such date, (A) Consolidated Net Worth is not less than $65,000,000no Default or Event of Default exists, (B) all representations and warranties contained herein and in the other Credit Documents are true and correct, and (BC) Consolidated AUM is not less than $15,000,000,000the Credit Parties are in pro forma compliance with each of the initial financial covenants set forth in Section 5.9 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) as of December 28, 2008, (2)(Aiii) as of the Closing Date (A) the Leverage Ratio is not greater than 2.25:1.00fair saleable value of the Credit Parties’ assets, and measured on a going concern basis, exceeds all probable liabilities, including those to be incurred pursuant to this Agreement, (B) none of the Interest Coverage Ratio Credit Parties (y) has unreasonably small capital in relation to the business in which it is not less than 3.00:1.00, or proposes to be engaged and (3z) on has incurred or believes that it will incur after March 31, 2009, VPDI made one or more distributions giving effect to the Borrowertransactions contemplated by this Agreement, debts beyond its ability to pay such debts as they become due and (iv) each of the other conditions precedent in cashSection 4.1 have been satisfied, in an aggregate amount not less than $6,000,000except to the extent the satisfaction of any such condition is subject to the judgment or discretion of the Administrative Agent or any Lender.

Officer’s Closing Certificate. The Receipt by the Administrative Agent shall have received of a certificate certificate, dated as of the President or Third Incremental Amendment Effective Date and signed by a Vice President and Responsible Officer certifying on behalf of the Secretary or Assistant Secretary of each Loan Party, dated the Closing Date, substantially in the form of Exhibit I: Parties that (i) attaching a after giving effect to (x) long form certificate of incorporation or formation of such Loan Party, certified as of a recent date by the Secretary of State any funding of the jurisdiction of its incorporation or formation initial Borrowing under the Incremental Revolving Commitments on the Third Incremental Amendment Effective Date and (y) the funding of the Incremental Term Loan on the Third Incremental Amendment Effective Date (A) no Default or Event of Default shall have occurred and be continuing, (B) the Loan Parties are in compliance with the financial covenants set forth in Sections 6.1 and 6.2 of the Credit Agreement, on a Pro Forma Basis, recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements under the Credit Agreement and (C) all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and complete copy of its correct in all material respects (other than those representations and warranties that are expressly qualified by laws, operating agreement a Material Adverse Effect or other analogous agreement, materiality, in which case such representations and warranties shall be true and correct in all respects, on and as of the Third Incremental Amendment Effective Date) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (ii) attaching resolutions of its board of directorseach Loan Party is Solvent before and after giving effect to any Borrowing under the Incremental Revolving Commitments on the Third Incremental Amendment Effective Date, general partner or other managing Person authorizing the execution, delivery and performance Borrowing of the Loan Documents to which it is a party Incremental Term Loans and the Transactions and certifying that (x) such resolutions were duly adopted and in full force and effect and (y) no other resolutions relating to the Loan Documents or the Transactions have been adopted, (iii) certifying as to the incumbency of its officer or officers who may sign the Loan Documents, including therein a signature specimen of such officer or officers, (iv) attaching certificates of good standing (or comparable certificates), certified as of a recent date prior to the Closing Date, by the Secretaries of State (or comparable official) consummation of the jurisdiction other transactions contemplated herein. For purposes of its incorporation or formation and each other jurisdiction in which it is qualified to do business, (v) either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required, (vi) setting forth reasonably detailed calculations demonstrating compliance with Section 4.14, (vii) in the case of the certificate of the Borrower, (A) certifying compliance with determining whether the conditions set forth in paragraphs (a) this Section 5 have been satisfied, by releasing its signature page hereto, each Incremental Revolving Lender and (b) of Section 5.2each Incremental Term Loan Lender shall be deemed to have consented to, and (B) certifying that immediately after giving effect approved, accepted or be satisfied with each document or other matter required hereunder to the Transactions occurring on be consented to or prior to the Closing Date, neither the Borrower nor any of the Subsidiaries shall have outstanding (1) any Indebtedness other than as permitted under Section 7.1(a)approved by, or (2) any Disqualified Equity (other than the Existing Disqualified Equity); (viii) in the case of the certificate of the Borroweracceptable or satisfactory to, attaching (1) financial projectionssuch Incremental Revolving Lender or such Incremental Term Loan Lender, including projected capital expenditures, covering the period through the Maturity Date, and (2) a business plan and model covering the period through the Maturity Date, and (ix) in the case of the certificate of the Borrower, certifying (together with calculations and other evidence in appropriate detail) that (1) immediately after giving effect to the Transactions occurring on or prior to the Closing Date, (A) Consolidated Net Worth is not less than $65,000,000, and (B) Consolidated AUM is not less than $15,000,000,000, (2)(A) the Leverage Ratio is not greater than 2.25:1.00, and (B) the Interest Coverage Ratio is not less than 3.00:1.00, and (3) on or after March 31, 2009, VPDI made one or more distributions to the Borrower, in cash, in an aggregate amount not less than $6,000,000as applicable.

Officer’s Closing Certificate. The Administrative Agent shall have ----------------------------- received a certificate or certificates executed by a Responsible Officer of the President or a Vice President and the Secretary or Assistant Secretary Borrower as of each Loan Party, dated the Closing Date, substantially in form and substance satisfactory to the form Administrative Agent, attaching the computation of Exhibit I: (i) attaching a (x) long form certificate of incorporation or formation of such Loan Party, certified the Consolidated Total Leverage Ratio as of a recent date by the Secretary of State of the jurisdiction of its incorporation or formation and September 30, 2001 (y) a true and complete copy of its by laws, operating agreement or other analogous agreement, (ii) attaching resolutions of its board of directors, general partner or other managing Person authorizing the execution, delivery and performance of the Loan Documents calculated to which it is a party and the Transactions and certifying that (x) such resolutions were duly adopted and in full force and give effect and (y) no other resolutions relating to the Loan Documents or the Transactions have been adopted, (iiiFollow-On Offering on a Pro Forma Basis) certifying as to the incumbency of its officer or officers who may sign the Loan Documents, including therein a signature specimen of such officer or officers, (iv) attaching certificates of good standing (or comparable certificates), certified as of a recent date prior to the Closing Date, by the Secretaries of State (or comparable official) of the jurisdiction of its incorporation or formation and each other jurisdiction in which it is qualified to do business, (v) either stating that (A) attaching copies of each Credit Party is in compliance with all consentsexisting financial obligations, licenses (B) all governmental, shareholder and approvals required in connection third party consents and approvals, if any, with respect to the execution, delivery and performance by such Loan Party Credit Documents and the validity against such Loan Party of the Loan Documents to which it is a party, transactions contemplated thereby have been obtained and such consents, licenses and approvals shall be are in full force and effect, and all applicable waiting periods shall have expired without any action that could have a Material Adverse Effect on the transactions contemplated hereby being taken by any authority, (C) no action, suit, investigation or (B) stating proceeding is pending or threatened in any court or before any arbitrator or governmental instrumentality that purports to affect any Credit Party or any transaction contemplated by the Credit Documents, if such action, suit, investigation or proceeding could have a Material Adverse Effect, and no such consentsorder, licenses decree, judgment, ruling or approvals are so required, (vi) setting forth reasonably detailed calculations demonstrating compliance with Section 4.14, (vii) injunction restrains the consummation of the transactions contemplated in the case of the certificate of the BorrowerCredit Documents, (A) certifying compliance with the conditions set forth in paragraphs (a) and (b) of Section 5.2, and (B) certifying that immediately after giving effect to the Transactions occurring on or prior to the Closing Date, neither the Borrower nor any of the Subsidiaries shall have outstanding (1) any Indebtedness other than as permitted under Section 7.1(a), or (2) any Disqualified Equity (other than the Existing Disqualified Equity); (viii) in the case of the certificate of the Borrower, attaching (1) financial projections, including projected capital expenditures, covering the period through the Maturity Date, and (2) a business plan and model covering the period through the Maturity Date, and (ix) in the case of the certificate of the Borrower, certifying (together with calculations and other evidence in appropriate detail) that (1D) immediately after giving effect to the Transactions occurring initial Loans made and Letters of Credit issued on or prior to the Closing Date, (A1) Consolidated Net Worth is not less than $65,000,000, and (B) Consolidated AUM is not less than $15,000,000,000no Default or Event of Default exists, (2)(A2) all representations and warranties contained herein and in the Leverage Ratio is not greater than 2.25:1.00, other Credit Documents are true and (B) the Interest Coverage Ratio is not less than 3.00:1.00, correct in all material respects and (3) the Credit Parties are in compliance on or after March 31a Pro Forma Basis with each of the financial covenants set forth in Section 7.11 (assuming for purposes hereof that such financial covenants were measured as of, 2009and for the twelve-month period ending on, VPDI made one or more distributions such date) and (E) the computation of the Consolidated Total Leverage Ratio attached to the Borrowersuch certificate is true and correct in all material respects and has been prepared in accordance with GAAP applied on a consistent basis, in cash, in an aggregate amount not less than $6,000,000subject to changes resulting from normal year-end audit adjustments.

Officer’s Closing Certificate. The Receipt by the Administrative Agent of a certificate, dated as of the Effective Date and signed by a Responsible Officer certifying on behalf of the Loan Parties that (i) after giving effect to the funding of the initial Borrowing under the Incremental Revolving Commitments on the Effective Date (A) no Default or Event of Default shall have received a certificate occurred and be continuing, (B) the Loan Parties are in compliance with the financial covenants set forth in Sections 6.1 and 6.2 of the President or Credit Agreement, on a Vice President Pro Forma Basis, recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements under the Credit Agreement and the Secretary or Assistant Secretary (C) all representations and warranties of each Loan Party, dated the Closing Date, substantially Party set forth in the form Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects, on and as of Exhibit I: (ithe Effective Date) attaching a (x) long form certificate of incorporation or formation except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such Loan Party, certified as of a recent earlier date by the Secretary of State of the jurisdiction of its incorporation or formation and (y) a true and complete copy of its by laws, operating agreement or other analogous agreement, (ii) attaching resolutions of its board of directors, general partner or other managing Person authorizing each Loan Party is Solvent before and after giving effect to the execution, delivery any Borrowing under the Incremental Revolving Commitments on the Effective Date and performance the consummation of the Loan Documents to which it is a party and the Transactions and certifying that (x) such resolutions were duly adopted and in full force and effect and (y) no other resolutions relating to the Loan Documents or the Transactions have been adopted, (iii) certifying as to the incumbency transactions contemplated herein. For purposes of its officer or officers who may sign the Loan Documents, including therein a signature specimen of such officer or officers, (iv) attaching certificates of good standing (or comparable certificates), certified as of a recent date prior to the Closing Date, by the Secretaries of State (or comparable official) of the jurisdiction of its incorporation or formation and each other jurisdiction in which it is qualified to do business, (v) either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required, (vi) setting forth reasonably detailed calculations demonstrating compliance with Section 4.14, (vii) in the case of the certificate of the Borrower, (A) certifying compliance with determining whether the conditions set forth in paragraphs (a) and (b) of this Section 5.24 have been satisfied, and (B) certifying that immediately after giving effect by releasing its signature page hereto, each Incremental Lender shall be deemed to the Transactions occurring on have consented to, approved, accepted or prior be satisfied with each document or other matter required hereunder to the Closing Date, neither the Borrower nor any of the Subsidiaries shall have outstanding (1) any Indebtedness other than as permitted under Section 7.1(a)be consented to or approved by, or (2) any Disqualified Equity (other than the Existing Disqualified Equity); (viii) in the case of the certificate of the Borroweracceptable or satisfactory to, attaching (1) financial projections, including projected capital expenditures, covering the period through the Maturity Date, and (2) a business plan and model covering the period through the Maturity Date, and (ix) in the case of the certificate of the Borrower, certifying (together with calculations and other evidence in appropriate detail) that (1) immediately after giving effect to the Transactions occurring on or prior to the Closing Date, (A) Consolidated Net Worth is not less than $65,000,000, and (B) Consolidated AUM is not less than $15,000,000,000, (2)(A) the Leverage Ratio is not greater than 2.25:1.00, and (B) the Interest Coverage Ratio is not less than 3.00:1.00, and (3) on or after March 31, 2009, VPDI made one or more distributions to the Borrower, in cash, in an aggregate amount not less than $6,000,000such Incremental Lender.

Officer’s Closing Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of Borrower as of the President or a Vice President and the Secretary or Assistant Secretary of each Loan Party, dated the Closing Date, substantially in the form of Exhibit I: Date stating that (i) attaching a there does not exist any pending or ongoing, action, suit, investigation, litigation or proceeding in any court or before any other Governmental Authority (xA) long form certificate of incorporation affecting this Agreement or formation of such the other Loan PartyDocuments, certified as of a recent date by that has not been settled, dismissed, vacated, discharged or terminated prior to the Secretary of State of the jurisdiction Closing Date or (B) that purports to affect any Credit Party or any of its incorporation Subsidiaries, or formation and (y) a true and complete copy of its any transaction contemplated by laws, operating agreement or other analogous agreement, (ii) attaching resolutions of its board of directors, general partner or other managing Person authorizing the execution, delivery and performance of the Loan Documents to which it is a party and the Transactions and certifying that (x) such resolutions were duly adopted and in full force and effect and (y) no other resolutions relating to the Loan Documents or the Transactions have been adopted, (iii) certifying as to the incumbency of its officer or officers who may sign the Loan Documents, including therein which action, suit, investigation, litigation or proceeding could reasonably be expected to have a signature specimen of such officer Material Adverse Effect, that has not been settled, dismissed, vacated, discharged or officers, (iv) attaching certificates of good standing (or comparable certificates), certified as of a recent date prior to the Closing Date, by the Secretaries of State (or comparable official) of the jurisdiction of its incorporation or formation and each other jurisdiction in which it is qualified to do business, (v) either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required, (vi) setting forth reasonably detailed calculations demonstrating compliance with Section 4.14, (vii) in the case of the certificate of the Borrower, (A) certifying compliance with the conditions set forth in paragraphs (a) and (b) of Section 5.2, and (B) certifying that immediately after giving effect to the Transactions occurring on or prior to the Closing Date, neither the Borrower nor any of the Subsidiaries shall have outstanding (1) any Indebtedness other than as permitted under Section 7.1(a), or (2) any Disqualified Equity (other than the Existing Disqualified Equity); (viii) in the case of the certificate of the Borrower, attaching (1) financial projections, including projected capital expenditures, covering the period through the Maturity Date, and (2) a business plan and model covering the period through the Maturity Date, and (ix) in the case of the certificate of the Borrower, certifying (together with calculations and other evidence in appropriate detail) that (1) immediately after giving effect to the Transactions occurring on or terminated prior to the Closing Date, (ii) immediately after giving effect to this Agreement, the other Loan Documents, and all the transactions contemplated pursuant thereto on the Closing Date, (A) Consolidated Net Worth is not less than $65,000,000no Default or Event of Default exists, and (B) Consolidated AUM is not less than $15,000,000,000all representations and warranties contained herein and in the other Loan Documents are true and correct, (2)(AC) the Leverage Ratio is not greater than 2.25:1.00, Credit Parties are in compliance with each of the initial financial covenants set forth in Section 5.2.13 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) as of the last day of the fiscal quarter ending at least twenty (20) days preceding the Closing Date and (BD) the Interest Coverage Ratio transactions contemplated pursuant to the Loan Documents do not contravene, or otherwise conflict with, the terms of any of the Credit Parties’ then current credit documentation identified in a schedule to such certificate, (iii) attached thereto as a schedule is not less than 3.00:1.00a true, correct and complete copy of the ownership chart for Borrower referencing its Affiliates and direct and indirect Subsidiaries, (iv) as of the Closing Date, there are no management agreements providing for third-party management of any of the Properties, (v) Borrower has previously delivered to or made available to Administrative Agent a true and correct copy of all leases affecting the Properties, together with all amendments or modifications thereto or other agreements with respect to any lease or occupancy of the Properties, (vi) as of the Closing Date, there are no Affiliate Agreements, (vii) since January 30, 2010, there has been no occurrence or other matter resulting in a Material Adverse Effect and (3viii) on or after March 31, 2009, VPDI made one or more distributions to each of the Borrower, other conditions precedent in cash, in an aggregate amount not less than $6,000,000Section 3A.1 have been satisfied.