Common use of Officers’, Secretary’s and Solvency Certificates Clause in Contracts

Officers’, Secretary’s and Solvency Certificates. The Initial Purchaser shall have received on the Closing Date (A) certificates dated the Closing Date, signed by (1) the President and Chief Executive Officer, and (2) the principal financial or accounting officer of each of the Issuers and Subsidiary Guarantors, on behalf of such Issuer or Subsidiary Guarantor, confirming the matters set forth in paragraphs (i), (iii), (iv), (v), (vii) and (xii) of this Section 9(a), (B) a certificate, dated the Closing Date, signed by the principal financial or accounting officer of the Company, on behalf of the Issuers and the Subsidiary Guarantors, stating that certain data identified by the Initial Purchaser and included in the Offering Circular has been reviewed by such persons and, to the best knowledge of such persons, subject to the risks and limitations described in the Preliminary Offering Circular and the Offering Circular, is true and accurate in all material respects and is based on or derived from sources which the Company believes to be reliable and accurate, which certificate shall be in form and substance satisfactory to counsel for the Initial Purchaser, (C) a certificate, dated the Closing Date, signed by the Secretary of each of the Issuers and Subsidiary Guarantors, certifying such matters as the Initial Purchaser may reasonably request, and (D) a certificate of solvency, dated the Closing Date, signed by the principal financial or accounting officer of the Majestic Entities substantially in the form previously approved by the Initial Purchaser.

Officers’, Secretary’s and Solvency Certificates. The Initial Purchaser shall have received on the Closing Date Date: (A) certificates dated the Closing Date, signed by (1) the President and Chief Executive Officer, and (2) the principal financial or accounting officer of each of the Issuers and Subsidiary Guarantors, on behalf of such Issuer or Subsidiary Guarantorthe Issuers and the Guarantors, confirming the matters set forth in paragraphs (i), (iii), (iv), (v), (vii) and (xii) of this Section 9(a), , (B) a certificate, dated the Closing Date, signed by the (1) Chief Executive Officer and (2) the principal financial or accounting officer of each of the CompanyIssuers and Guarantors, on behalf of the Issuers and the Subsidiary Guarantors, stating that certain the industry, statistical and market-related data identified by the Initial Purchaser and included in the Offering Circular has been reviewed by such persons and, to the best knowledge of such persons, subject to the risks and limitations described in the Preliminary Offering Circular and the Offering Circular, is true and accurate in all material respects and is based on or derived from sources which the Company believes Issuers and the Guarantors believe to be reliable and accurate, which certificate shall be in form and substance reasonably satisfactory to counsel for the Initial PurchaserPurchaser and may specifically reference certain industry, statistical and market-related data contained in the Offering Circular, (C) a certificate, dated the Closing Date, signed by the Secretary or Secretaries of each of the Issuers and Subsidiary Guarantors, certifying such matters as the Initial Purchaser may reasonably request, and and (D) a certificate of solvency, dated the Closing Date, signed by the principal financial or accounting officer of the Majestic Entities Issuers and the Guarantors substantially in the form previously approved by the Initial Purchaser.

Officers’, Secretary’s and Solvency Certificates. The Initial Purchaser shall have received on the Closing Date (A) certificates dated the Closing Date, signed by (1) the President and Chief Executive Officer, and (2) the principal financial or accounting officer of each of the Issuers and Subsidiary Guarantors, on behalf of such Issuer or Subsidiary Guarantor, confirming the matters set forth in paragraphs (i), (iii), (iv), (v), (vii) and (xii) of this Section 9(a), (B) a certificate, dated the Closing Date, signed by the principal financial or accounting officer of the Company, on behalf of the Issuers and the Subsidiary Guarantors, stating that certain data identified by the Initial Purchaser and included in the Offering Circular has been reviewed by such persons and, to the best knowledge of such persons, subject to the risks and limitations described in the Preliminary Offering Circular and the Offering Circular, is true and accurate in all material respects and is based on or derived from sources which the Company believes to be reliable and accurate, which certificate shall be in form and substance satisfactory to counsel for the Initial Purchaser, (C) a certificate, dated the Closing Date, signed by the Secretary of each of the Issuers and Subsidiary Guarantors, certifying such matters as the Initial Purchaser may reasonably request, and (D) a certificate of solvency, dated the Closing Date, signed by the principal financial or accounting officer of the Majestic Entities Issuers and Subsidiary Guarantors substantially in the form previously approved by the Initial Purchaser.

Officers’, Secretary’s and Solvency Certificates. The Initial Purchaser Purchasers shall have received on the Closing Date Date: (A) certificates dated the Closing Date, signed by (1) the President and Chief Executive Officer, and (2) the principal financial or accounting officer of each of the Issuers and Subsidiary GuarantorsIssuers, on behalf of such Issuer or Subsidiary Guarantorthe Issuers, confirming the matters set forth in paragraphs (i), (iii), (iv), (v), (vii) and (xii) of this Section 9(a), , (B) a certificate, dated the Closing Date, signed by the (1) Chief Executive Officer and (2) the principal financial or accounting officer of each of the CompanyIssuers, on behalf of the Issuers and the Subsidiary GuarantorsIssuers, stating that certain the industry, statistical and market-related data identified by the Initial Purchaser and included in the Offering Circular has been reviewed by such persons and, to the best knowledge of such persons, subject to the risks and limitations described in the Preliminary Offering Circular and the Offering Circular, is true and accurate in all material respects and is based on or derived from sources which the Company believes Issuers believe to be reliable and accurate, which certificate shall be in form and substance reasonably satisfactory to counsel for the Initial PurchaserPurchasers and may specifically reference certain industry, statistical and market-related data contained in the Offering Circular, (C) a certificate, dated the Closing Date, signed by the Secretary or Secretaries, of each of the Issuers and Subsidiary Guarantors(or an equivalent representative of the Issuers acceptable to the Initial Purchasers), certifying such matters as the Initial Purchaser Purchasers may reasonably request, and and (D) a certificate of solvency, dated the Closing Date, signed by the principal financial or accounting officer of the Majestic Entities Issuers substantially in the form previously approved by the Initial PurchaserPurchasers.

Officers’, Secretary’s and Solvency Certificates. The Initial Purchaser Purchasers shall have received on the Closing Date (A) certificates dated the Closing Date, signed by (1) the President and Chief Executive Officer, and (2) the principal financial or accounting officer of each of the Issuers and Subsidiary Guarantors, on behalf of such Issuer or Subsidiary Guarantor, confirming the matters set forth in paragraphs (i), (iii), (iv), (v), (vii) and (xii) of this Section 9(a), (B) a certificate, dated the Closing Date, signed by the (1) Chief Executive Officer and (2) the principal financial or accounting officer of each of the CompanyIssuers and Guarantors, on behalf of the Issuers and the Subsidiary Guarantorseach such Issuer or Guarantor, stating that certain the industry, statistical and market-related data identified by the Initial Purchaser and included in the Offering Circular has been reviewed by such persons and, to the best knowledge of such persons, subject to the risks and limitations described in the Preliminary Offering Circular and the Offering Circular, is true and accurate in all material respects and is based on or derived from sources which the Company believes Issuers believe to be reliable and accurate, which certificate shall be in form and substance satisfactory to counsel for the Initial PurchaserPurchasers, (C) a certificate, dated the Closing Date, signed by the Secretary of each of the Issuers and Subsidiary Guarantors, certifying such matters as the Initial Purchaser Purchasers may reasonably request, and (D) a certificate of solvency, dated the Closing Date, signed by the principal financial or accounting officer of the Majestic Entities Issuers and Guarantors substantially in the form previously approved by the Initial PurchaserPurchasers.

Officers’, Secretary’s and Solvency Certificates. The Initial Purchaser shall have received on the Closing Date Date: (A) certificates dated the Closing Date, signed by (1) the President and Chief Executive Officer, and (2) the principal financial or accounting officer of each of the Issuers and Subsidiary GuarantorsParent, on behalf of such Issuer or Subsidiary Guarantorthe Issuers and Parent, confirming the matters set forth in paragraphs (i), (iii), (iv), (v), (vii) and (xiixi) of this Section 9(a), and of DJL, on behalf of DJL, confirming the matters set forth in paragraph (i) of this Section 9(a), (B) a certificate, dated the Closing Date, signed by the (1) Chief Executive Officer and (2) the principal financial or accounting officer of each of the CompanyIssuers, on behalf of the Issuers and the Subsidiary GuarantorsIssuers, stating that certain the industry, statistical and market-related data identified by the Initial Purchaser and included in the Offering Circular has been reviewed by such persons and, to the best knowledge of such persons, subject to the risks and limitations described in the Preliminary Offering Circular and the Offering Circular, is true and accurate in all material respects and is based on or derived from sources which the Company believes Issuers believe to be reliable and accurate, which certificate shall be in form and substance reasonably satisfactory to counsel for the Initial PurchaserPurchaser and may specifically reference certain industry, statistical and market-related data contained in the Offering Circular, (C) a certificate, dated the Closing Date, signed by the Secretary or Secretaries of each of the Issuers Issuers, Parent, and Subsidiary Guarantors, DJL certifying such matters as the Initial Purchaser may reasonably request, and and (D) a certificate of solvency, dated the Closing Date, signed by the principal financial or accounting officer of the Majestic Entities Issuers substantially in the form previously approved by the Initial Purchaser.