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

Officers’, Secretary’s and Solvency Certificates. The Initial Purchasers shall have received on the Closing Date (A) certificates dated the Closing Date, signed by (1) the Chief Executive Officer, and (2) the principal financial or accounting officer of each of the Company Entities, on behalf of such Company Entity, (x) confirming the matters set forth in paragraphs (i), (ii), (iv), (v), (viii) and (xv) of this Section 9(a) and (y) to the effect that since the date as of which information is given in the Offering Circular (without giving effect to any amendment thereto or supplement thereto), there shall not have occurred any material adverse change in the properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Company and the Subsidiaries taken as a whole, (B) a certificate, dated the Closing Date, signed by the Secretary of each of the Company Entities, certifying such matters as the Initial Purchasers may reasonably request, and (C) a certificate of solvency, dated the Closing Date, signed by the principal financial or accounting officer of the Company Entities substantially in the form previously approved by the Initial Purchasers.

Officers’, Secretary’s and Solvency Certificates. The Initial Purchasers Purchaser shall have received on the Closing Date (A) certificates dated the Closing Date, signed by (1) the Chief Executive Officer, and (2) the principal financial or accounting officer of each of the Company Majestic Entities, on behalf of such Company Majestic Entity, (x) confirming the matters set forth in paragraphs (i), (iiiii), (iv), (v), (viiivii) and (xvxii) of this Section 9(a), (B) a certificate, dated the Closing Date, signed by the (1) Chief Executive Officer and (y2) to the effect principal financial or accounting officer of each of the Majestic Entities, on behalf of each such Majestic Entity, stating that since the date as of which information is given industry, statistical and market-related data included in the Offering Circular (without giving effect has been reviewed by such persons and, to any amendment thereto or supplement thereto)the best knowledge of such persons, there shall not have occurred any material adverse change subject to the risks and limitations described in the properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Company Preliminary Offering Circular and the Subsidiaries taken as a wholeOffering Circular, is true and accurate in all material respects and is based on or derived from sources which the Issuers believe to be reliable and accurate, which certificate shall be in form and substance satisfactory to counsel for the Initial Purchaser, (BC) a certificate, dated the Closing Date, signed by the Secretary of each of the Company Majestic Entities, certifying such matters as the Initial Purchasers Purchaser may reasonably request, and (CD) a certificate of solvency, dated the Closing Date, signed by the principal financial or accounting officer of the Company Majestic Entities substantially in the form previously approved by the Initial PurchasersPurchaser.

Officers’, Secretary’s and Solvency Certificates. The Initial Purchasers Purchaser shall have received on the Closing Date (A) certificates dated the Closing Date, signed by (1) the Chief Executive Officer, and (2) the principal financial or accounting officer of each of the Company EntitiesIssuers, on behalf of such Company EntityIssuer, (x) confirming the matters set forth in paragraphs (i), (ii), (iv), (v), (viii) and (xv) of this Section 9(a) and (y) to the effect that since the date as of which information is given in the Offering Circular Memorandum (without giving effect to any amendment thereto or supplement thereto), there shall not have occurred any material adverse change in the properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Company Issuers and the Subsidiaries taken as a whole, (B) a certificate, dated the Closing Date, signed by the Secretary of each of the Company EntitiesIssuers, certifying such matters as the Initial Purchasers Purchaser may reasonably request, and (C) a certificate of solvency, dated the Closing Date, signed by the principal financial or accounting officer of the Company Entities Issuers substantially in the form previously approved by the Initial PurchasersPurchaser.