Common use of Chief Financial Officer’s Certificate Clause in Contracts

Chief Financial Officer’s Certificate. The Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer of the Company in the form attached as Exhibit B hereto.

Chief Financial Officer’s Certificate. The At the time of the execution of this Agreement and at the Closing Time, the Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of from the chief financial officer of the Company a certificate, dated the date hereof or the Closing Time, respectively, as to the accuracy of certain financial and other information included in the Registration Statement, the General Disclosure Package and the Prospectus in form attached as Exhibit B hereto.and substance reasonably satisfactory to the Representatives;

Chief Financial Officer’s Certificate. The Representatives shall have received on the date of this Agreement and at the Closing Time a certificate dated as of the date hereof and as of the Closing Date or Time, respectively, from the Additional Closing Date, as the case may be, a certificate Chief Financial Officer of the chief financial officer of Company, in form and substance satisfactory to the Company in the form attached as Exhibit B heretoRepresentatives.

Chief Financial Officer’s Certificate. The At the time of the execution of this Agreement and at the Closing Time, the Representatives shall have received on from the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer Chief Financial Officer of the Company a certificate, dated the date hereof or the Closing Time, respectively, as to the accuracy of certain financial and other information included in the Registration Statement, the General Disclosure Package and the Prospectus in form attached as Exhibit B heretoand substance reasonably satisfactory to the Representatives.

Chief Financial Officer’s Certificate. The Representatives shall have received on On the date of this Agreement and as of on the Closing Date or the Additional Closing Date, as the case may be, the Representatives shall have received a certificate of the chief financial officer of the Company substantially in the form attached as Exhibit B of Annex C hereto, dated the applicable date of delivery.

Chief Financial Officer’s Certificate. The At each of the date hereof and the Closing Time, the Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer Chief Financial Officer of the Company Company, in his capacity as such officer only, dated the form attached as date hereof or the Closing Time, respectively, to the effect set forth in Exhibit B hereto.E.

Chief Financial Officer’s Certificate. The Representatives shall have received from the Company on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of from the chief financial officer of the Company substantially in the form attached set forth as Exhibit B hereto.Annex C.

Chief Financial Officer’s Certificate. The Representatives At the time of the execution of this Agreement, the Representative shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial or chief accounting officer of the Company Company, with respect to certain financial information contained in the form attached as Exhibit B heretoCompany’s Annual Report on Form 10-K for the year ended November 30, 2011 and the preliminary prospectus and the Prospectus.

Chief Financial Officer’s Certificate. The Representatives At the time of the execution of this Agreement and at the Closing Time, the Representative shall have received on a certificate of the Chief Financial Officer of the Company, dated the date of this Agreement and as of or the Closing Date or the Additional Closing DateTime, as applicable, reasonably satisfactory to the case may beRepresentative, a certificate as to the accuracy of the chief financial officer of the Company certain data contained in the form attached as Exhibit B heretoRegistration Statement, the General Disclosure Package and the Prospectus.

Chief Financial Officer’s Certificate. The Representatives shall have received on At the date of this Agreement and at the Closing Time, the Representative shall have received a certificate, dated as of the Closing Date or applicable time, of the Additional Closing DateChief Financial Officer of the Company, in form and substance reasonably satisfactory to the Underwriters, as to the case may be, a certificate accuracy of the chief financial officer of the Company certain data contained in the form attached as Exhibit B heretopreliminary prospectus and the Prospectus, respectively.

Chief Financial Officer’s Certificate. The Representatives On the Closing Date, the Representative shall have received on a certificate executed by the date Chief Financial Officer of this Agreement and the Company, dated as of such date, in form and substance satisfactory to the Closing Date or the Additional Closing DateUnderwriters, dated as the case may be, a certificate of the chief financial officer of the Company in the form attached as Exhibit B heretosuch date.

Chief Financial Officer’s Certificate. The Representatives Company shall have received on furnished to the Representatives, at the time of the execution of this Agreement, dated the date of this Agreement hereof, and as of the First Closing Date or the Additional and each Option Closing Date, as the case may be, a certificate of its Chief Financial Officer, substantially in form and substance reasonably satisfactory to the chief financial officer of the Company in the form attached as Exhibit B heretoRepresentatives.

Chief Financial Officer’s Certificate. The At the time of the execution of this Agreement, the Representatives shall have received on from the date Chief Financial Officer of the Company an officer’s certificate dated such date, in the form set forth in Exhibit B hereto and to such further effect as counsel to the Underwriters may reasonably request. At Closing Time, the Representatives shall have received from the Chief Financial Officer of the Company a certificate dated as of Closing Time confirming that the certificate delivered by such officer at the time of the execution of this Agreement remains true and correct as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer of the Company in the form attached as Exhibit B heretoTime.

Chief Financial Officer’s Certificate. The Representatives shall have received on On the date of this Agreement and as of on the Closing Date or the Additional Closing Date, as the case may be, the Company shall have furnished to the Representatives a certificate of the chief financial officer of Company, signed by the Company Chief Financial Officer, in each case in the form attached as Exhibit B hereto.

Chief Financial Officer’s Certificate. The Representatives shall have received on On the date of this Agreement and as of on the Closing Date or the Additional Closing Date, as the case may be, a certificate of the Representatives shall have received from the chief financial officer of the Company a certificate, dated as of the date of this Agreement and the Closing Time, respectively, in the form attached as Exhibit B hereto, relating to the accuracy of certain financial information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Chief Financial Officer’s Certificate. The At the Closing Date, the Representatives shall have received a certificate, signed on behalf of the date Company by the Chief Financial Officer of this Agreement and the Company, dated as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer of the Company substantially in the form attached as of Exhibit B E hereto.

Chief Financial Officer’s Certificate. The Representatives shall have received received, on each of the date of this Agreement hereof, the Closing Date and as of the Additional Closing Date, a certificate, dated the date hereof, the Closing Date or the Additional Closing Date, as the case may be, a certificate and signed by the Chief Financial Officer of the chief financial officer of Company, with respect to such matters and in such form as is reasonably satisfactory to the Company in the form attached as Exhibit B heretoRepresentatives.

Chief Financial Officer’s Certificate. The At the time of the execution of this Agreement and at the Closing Time, the Representatives shall have received on a certificate, dated as of the date of this Agreement hereof and as of the Closing Date or Time, respectively, from the Additional Closing Date, as the case may be, a certificate of the chief financial officer Chief Financial Officer of the Company in form and substance reasonably satisfactory to the form attached as Representatives, together with signed or reproduced copies of such certificate for each of the other Underwriters, to the effect set forth in Exhibit B C hereto.

Chief Financial Officer’s Certificate. The Representatives shall have received on At the date time of the execution of this Agreement and as of at the Closing Date or the Additional Closing Date, as the case may be, the Representative shall have received a certificate of the chief financial officer certificate, signed on behalf of the Company by the Chief Financial Officer of the Company, in form and substance reasonably satisfactory to the Representative, certifying certain financial information contained in the form attached as Exhibit B heretoRegistration Statement, the General Disclosure Package and the Prospectus.

Chief Financial Officer’s Certificate. The Representatives Representative shall have received on the date of this Agreement and as of the Closing Date or the Additional a certificate, dated such Closing Date, as the case may be, a certificate of the chief financial officer Chief Financial Officer of the Company Company, in form and substance satisfactory to the form Representative, substantially to the effect set forth in Exhibit E attached as Exhibit B hereto.

Chief Financial Officer’s Certificate. The Representatives shall have received on On the date of this Agreement and as of on the Closing Date or the Additional Closing Date, as the case may be, the Company shall have furnished to the Representatives a certificate certificate, dated the respective dates of delivery thereof and addressed to the Representatives on behalf of the Underwriters, of its chief financial officer of the Company with respect to certain financial data contained in the Pricing Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form attached as Exhibit B heretoand substance reasonably satisfactory to the Representatives.

Chief Financial Officer’s Certificate. The At the time of the execution of this Agreement and at the Closing Time, the Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of from the chief financial officer of the Company a certificate, dated the date hereof or the Closing Time, respectively, as to the accuracy of certain financial and other information included in the Registration Statement, the General Disclosure Package and the Prospectus in form attached as Exhibit B heretoand substance reasonably satisfactory to the Representatives.

Chief Financial Officer’s Certificate. The At the Closing Time, the Representatives shall have received on and as of the date of this Agreement and on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer Chief Financial Officer of the Company Company, reasonably satisfactory to the Representatives, as to the accuracy of certain data contained in the form attached as Exhibit B hereto.Registration Statement, the General Disclosure Package and the Prospectus;

Chief Financial Officer’s Certificate. The Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial or chief accounting officer of the Company Company, dated as of the date hereof and as of the Closing Time, substantially in the form attached as of Exhibit B D hereto.

Chief Financial Officer’s Certificate. The Representatives On the date hereof, the Representative shall have received a certificate from the Chief Financial Officer of the Company certifying as to certain financial matters set forth therein and, on the date of this Agreement and as of the Closing Date or and the Additional Option Closing Date, as if any, the case may beRepresentatives, shall have received a certificate of “bring-down”: to such certificate, in each case, in customary form and substance reasonably satisfactory to the chief financial officer of the Company in the form attached as Exhibit B heretoRepresentative.

Chief Financial Officer’s Certificate. The Representatives shall have received on On the date of this Agreement and as of at Closing Time, the Closing Date or Representatives shall have received from the Additional Closing Date, as the case may be, Company a certificate of the its chief financial officer of with respect to certain financial data contained in the Company General Disclosure Package and the Prospectus, which certificate shall be substantially in the form attached hereto as Exhibit B hereto.C.

Chief Financial Officer’s Certificate. The Representatives shall have received on On the date of this Agreement and as of on the Closing Date or the Additional Closing Date, as the case may be, a certificate of Representative shall have received from the chief financial officer of the Company a certificate, dated as of the date of this Agreement and the Closing Time, respectively, in the form attached as Exhibit B hereto, relating to the accuracy of certain financial information contained in each of the Time of Sale Information and the Offering Memorandum.

Chief Financial Officer’s Certificate. The Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional a certificate, dated such Closing Date, as the case may be, a certificate of the chief financial officer Chief Financial Officer of the Company substantially in the form attached hereto as Exhibit B hereto.D.

Chief Financial Officer’s Certificate. The Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer of the Company Company, in form and substance reasonably satisfactory to the form attached as Exhibit B heretoRepresentatives.

Chief Financial Officer’s Certificate. The Representatives shall have received on the date of this Agreement hereof and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer Chief Financial Officer of the Company Company, in the form attached hereto as Exhibit B hereto.Annex E.

Chief Financial Officer’s Certificate. The At the time of the execution of this Agreement and at the Closing Time, the Representatives shall have received on a certificate of the Chief Financial Officer of the Company, dated, respectively, as of the date of this Agreement hereof and as of the Closing Date or the Additional Closing DateTime, as the case may be, a certificate of the chief financial officer of the Company in the form attached as Exhibit B D hereto, regarding certain financial and operating information of the Transaction Entities and their respective subsidiaries contained in the Registration Statement, the General Disclosure Package and the Prospectus.

Chief Financial Officer’s Certificate. The Representatives shall have received on On the date of this Agreement and as of on the Closing Date or the Additional Closing Date, as the case may beCompany shall have furnished to the Representative a certificate, a certificate dated the respective dates of delivery thereof and addressed to the Initial Purchasers, of its chief financial officer of the Company with respect to certain financial data contained in the Time of Sale Information and the Offering Memorandum, providing “management comfort” with respect to such information, in form attached as Exhibit B heretoand substance reasonably satisfactory to the Representative.

Chief Financial Officer’s Certificate. The At the time of the execution of this Agreement and at the Closing Date, the Representatives shall have received a certificate, signed on behalf of the date Company by the Chief Financial Officer of this Agreement and the Company, dated as of the Closing Date or the Additional Closing Date, as in form and substance reasonably satisfactory to the case may beRepresentatives, a certificate of the chief certifying certain financial officer of the Company information contained in the form attached as Exhibit B heretoRegistration Statement, the General Disclosure Package and the Prospectus.

Chief Financial Officer’s Certificate. The Representatives shall have received on On the date of this Agreement and as of at the Closing Date or Time, the Additional Closing Date, as Representatives shall have received from the case may be, Company a certificate of the chief its principal financial officer of with respect to certain financial data contained in the Company General Disclosure Package and the Prospectus, which certificate shall be substantially in the form attached hereto as Exhibit B hereto.B.

Chief Financial Officer’s Certificate. The Representatives At each of the time of execution of this Agreement and the Closing Time, the Representative shall have received on from the chief financial or chief accounting officer of the Company a certificate, dated as of the date of this Agreement and as of the Closing Date or the Additional Closing DateTime, as the case may berespectively, a certificate of the chief financial officer of the Company in the form attached as Exhibit B D hereto, relating to the accuracy of certain financial information contained in the Registration Statement, the General Disclosure Package and the Prospectus.

Chief Financial Officer’s Certificate. The At the time this Agreement is executed, and at the Closing Date, the Representatives shall have received on received, if requested by the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may beRepresentatives, a certificate of the chief financial officer Company signed by the Chief Financial Officer of the Company, dated as of the date of this Agreement, the Closing Date, certifying on behalf of the Company and not in an individual capacity as to the form attached as Exhibit B heretoaccuracy of certain financial information contained in or otherwise incorporated by reference to the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Chief Financial Officer’s Certificate. The Representatives shall have received If requested by the Representatives, on the date of this Agreement and as of on the Closing Date or the Additional Closing Date, as the case may be, the Company shall have furnished to the Representatives a certificate certificate, dated the respective dates of delivery thereof and addressed to the Representatives, of its chief financial officer of the Company with respect to certain financial data contained in the Pricing Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form attached as Exhibit B heretoand substance reasonably satisfactory to the Representatives.

Chief Financial Officer’s Certificate. The Representatives shall have received on and as of the date of this Agreement and on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial executive officer of the Company with respect to certain financial information, in form and substance satisfactory to the form attached as Exhibit B heretoRepresentatives.

Chief Financial Officer’s Certificate. The At the time of the execution of this Agreement and at Closing Time, the Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer, chief accounting officer or treasurer of the Company substantially in the form attached as of Exhibit B heretohereto with respect to certain financial information contained in the Registration Statement and the Prospectus.

Chief Financial Officer’s Certificate. The At the time of the execution of this Agreement and at the Closing Time, the Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer Chief Financial Officer of the Company Company, dated such date, in the form attached as Exhibit B G hereto, regarding certain financial and operating information of the Company and its subsidiaries contained in the Registration Statement, the General Disclosure Package and the Prospectus.

Chief Financial Officer’s Certificate. The Representatives shall have received on At the date time of the execution of this Agreement and as of at the Closing Date or Time, the Additional Closing Date, as the case may be, Representative shall have received a certificate of the chief financial officer Chief Financial Officer of the Company Company, dated such date, in the form attached as Exhibit B G hereto, regarding certain financial and operating information of the Company and its subsidiaries contained in the Registration Statement, the General Disclosure Package and the Prospectus.

Chief Financial Officer’s Certificate. The Representatives shall have received on On the date of this Agreement and as of on the Closing Date or the Additional Closing Date, as the case may be, a certificate of Representative shall have received from the chief financial officer of the Company a certificate, dated as of the date of this Agreement and the Closing Date, respectively, in the form attached as Exhibit B A hereto, relating to the accuracy of certain financial information contained in each of the Time of Sale Information and the Offering Memorandum.

Chief Financial Officer’s Certificate. The At the time of the execution of this Agreement and at the Closing Time, the Representatives shall have received on a certificate of the Chief Financial Officer of the Company, dated the date of this Agreement and as of or the Closing Date or the Additional Closing DateTime, as applicable, reasonably satisfactory to the case may beRepresentatives, a certificate as to the accuracy of the chief financial officer of the Company certain data contained in the form attached as Exhibit B hereto.Registration Statement, the General Disclosure Package and the Prospectus;

Chief Financial Officer’s Certificate. The Representatives At each of the date hereof and the Closing Time, the Representative shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer Chief Financial Officer of the Company Company, in his capacity as such officer only, dated the form attached as date hereof or the Closing Time, respectively, to the effect set forth in Exhibit B hereto.C.

Chief Financial Officer’s Certificate. The Representatives shall have received on On the date of this Agreement and as of on the Closing Date or the Additional Closing Date, as the case may be, a certificate Representatives shall have received certificates of the chief financial officer of the Company Company, in form and substance reasonably satisfactory to the Representatives, with respect to certain pro forma financial statements and financial information included in the form attached as Exhibit B heretoRegistration Statement, the Time of Sale Information and the Prospectus.

Chief Financial Officer’s Certificate. The At each of the date hereof and the Closing Date, the Representatives shall have received a certificate, signed on behalf of the date Company by the Chief Financial Officer of this Agreement and the Company, dated as of the Closing Date date hereof or the Additional Closing Date, as applicable, and in form and substance satisfactory to the case may be, a certificate of the chief financial officer of the Company in the form attached as Exhibit B heretoRepresentatives.

Chief Financial Officer’s Certificate. The Representatives shall have received on On the date of this Agreement and as of at Closing Time, the Closing Date or Representatives shall have received from the Additional Closing Date, as the case may be, Company a certificate of the its chief financial officer of with respect to certain financial data contained in the Company General Disclosure Package and the Prospectus, which certificate shall be substantially in the form attached hereto as Exhibit B hereto.B.

Chief Financial Officer’s Certificate. The Representatives shall have received on On the date of this Agreement and as of at the Closing Date or Time, the Additional Closing Date, as Representatives shall have received from the case may be, Company a certificate of the chief its principal financial officer of with respect to certain financial data contained in the Company General Disclosure Package and the Prospectus, which certificate shall be substantially in the form attached hereto as Exhibit B hereto.C.

Chief Financial Officer’s Certificate. The Representatives Representative shall have received received, on each of the date of this Agreement hereof, the Closing Date and as of the Option Closing Date, a certificate dated the date hereof, the Closing Date or the Additional Option Closing Date, as the case may be, a certificate of in form agreed to with counsel to the Representative, signed by the chief financial officer of the Company in the form attached as Exhibit B heretoCompany.

Chief Financial Officer’s Certificate. The On the Closing Date and/or the Option Closing Date, the Representatives shall have received on a written certificate executed by the date Chief Financial Officer of this Agreement and the Company, with the documents referred to therein attached to such certificate, dated as of such date, to the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer of the Company in the form attached as Exhibit B hereto.effect that:

Chief Financial Officer’s Certificate. The Representatives shall have received on the date of this Agreement hereof and as of the Closing Date or the Additional on such Closing Date, as the case may be, a certificate of certificate, dated such date and signed by the chief financial officer of the Company with respect to certain operating data and financial figures contained in the Registration Statement, the General Disclosure Package and the Final Prospectus, in form attached as Exhibit B heretoand substance satisfactory to the Representatives.

Chief Financial Officer’s Certificate. The At the time of execution of this Agreement and at the Closing Time, the Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer Chief Financial Officer of the Company Company, dated as of the date hereof and the Closing Time, in the form attached as Exhibit B D hereto, regarding certain financial and operating information of the Company and its subsidiaries contained in the Registration Statement, the General Disclosure Package and the Prospectus.

Chief Financial Officer’s Certificate. The Representatives At the Closing Time, the Representative shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer Chief Financial Officer of the Company in the form attached as of Exhibit B C hereto.

Chief Financial Officer’s Certificate. The At each of the date hereof and the Closing Time, the Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer Chief Financial Officer of the Company Company, in his capacity as such officer only, dated the form attached as date hereof or the Closing Time, respectively, to the effect set forth in Exhibit B hereto.C.

Chief Financial Officer’s Certificate. The At the time of the execution of this Agreement and at the Closing Time, the Representatives shall have received on a certificate, dated the date of this Agreement and as of hereof or the Closing Date or the Additional Closing DateTime, as the case may be, a certificate of the chief financial officer of the Company Company, with respect to certain financial information contained in the Registration Statement, the Preliminary Prospectus, the General Disclosure Package and, in the case of the certificate delivered at the Closing Time, the Prospectus, in form attached as Exhibit B heretoand substance satisfactory to counsel for the Underwriters.

Chief Financial Officer’s Certificate. The Representatives shall have received on On the date of this Agreement and as of at the Closing Date or Time, the Additional Closing Date, as Representative shall have received from the case may be, Company a certificate of the chief its principal financial officer of with respect to certain financial data contained in the Company General Disclosure Package and the Prospectus, which certificate shall be substantially in the form attached hereto as Exhibit B hereto.D.

Chief Financial Officer’s Certificate. The Representatives At the time of the execution of this Agreement, the Representative shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial or chief accounting officer of the Company Company, with respect to certain financial information contained in the form attached as Exhibit B heretoCompany’s Annual Report on Form 10-K for the fiscal year ended November 30, 2020 and the preliminary prospectus and the Prospectus.

Chief Financial Officer’s Certificate. The Representatives shall have received on At the date time of the execution of this Agreement and as of at the Closing Date or the Additional applicable Option Closing Date, as the case may be, the Representatives shall have received a certificate certificate, addressed to the Representatives and dated as of such date, of the chief financial officer Chief Financial Officer of the Company Company, in form and substance satisfactory to the form attached as Representatives, substantially to the effect set forth in Exhibit B G hereto.

Chief Financial Officer’s Certificate. The Representatives Representative shall have received received, on the date of this Agreement and as of the Closing Date or the Additional applicable Option Closing Date, as the case may be, a certificate signed by the Chief Financial Officer of the chief Company, in his capacity as such, with respect to certain financial officer of the Company and accounting information in the Registration Statement, the Disclosure Package and the Prospectus, in form attached as Exhibit B heretoand substance reasonably satisfactory to the Representative.

Chief Financial Officer’s Certificate. The Representatives At each of the time of execution of this Agreement and the Closing Date, the Representative shall have received on from the chief financial or chief accounting officer of the Company a certificate, dated as of the date of this Agreement and as of the Closing Date or the Additional Closing Date, as respectively, in form and substance satisfactory to the case may beRepresentative, a certificate relating to the accuracy of the chief certain financial officer of the Company information contained in the form attached as Exhibit B heretoRegistration Statement, the Pricing Disclosure Package and the Prospectus.

Chief Financial Officer’s Certificate. The Representatives shall have received on On the date of this Agreement and as of at the Closing Date or Time, the Additional Closing Date, as Representative shall have received from the case may be, Company a certificate of the chief its principal financial officer of with respect to certain financial data contained in the Company General Disclosure Package and the Prospectus, which certificate shall be substantially in the form attached hereto as Exhibit B hereto.C.

Chief Financial Officer’s Certificate. The At each of the time of execution of this Agreement and the Closing Date, the Representatives shall have received on from the chief financial or chief accounting officer of the Company a certificate, dated as of the date of this Agreement and as of the Closing Date or the Additional Closing Date, as respectively, in form and substance satisfactory to the case may beRepresentatives, a certificate relating to the accuracy of the chief certain financial officer of the Company information contained in the form attached as Exhibit B heretoRegistration Statement, the General Disclosure Package and the Prospectus.

Chief Financial Officer’s Certificate. The Representatives shall have received on On the date of this Agreement and as of at Closing Time, the Closing Date or Representatives shall have received from the Additional Closing Date, as the case may be, Company a certificate of its Chief Financial Officer with respect to certain financial data contained in the chief financial officer of General Disclosure Package and the Company Prospectus, which certificate shall be substantially in the form attached hereto as Exhibit B hereto.B.

Chief Financial Officer’s Certificate. The Representatives shall have received on the date of this Agreement and as of the date hereof and on the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer of the Company to the effect set forth in the form attached as Exhibit B Annex C hereto.

Chief Financial Officer’s Certificate. The Representatives shall have received from the Company on and as of the date of this Agreement and on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of from the chief financial officer of the Company substantially in the form attached set forth as Exhibit B hereto.Annex C.

Chief Financial Officer’s Certificate. The Representatives shall have received on On the date of this Agreement and as of at Closing Time, the Closing Date or Representatives shall have received from the Additional Closing Date, as the case may be, Company a certificate of the its chief financial officer of the Company with respect to certain financial data contained in the Registration Statement, General Disclosure Package and the Prospectus, which certificate shall be in form attached as Exhibit B heretoand substance reasonably acceptable to the Representatives.

Chief Financial Officer’s Certificate. The Representatives shall have received on At the date time of the execution of this Agreement and as at the Closing Time, the Representative shall have received a certificate signed by the Chief Financial Officer of the Closing Date or the Additional Closing DateCompany, as the case may be, a certificate of the chief financial officer of the Company in the form of Exhibit A attached as Exhibit B hereto, covering certain financial matters of the Company.

Chief Financial Officer’s Certificate. The Representatives Representative shall have received on the date of this Agreement and as of the such Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial or chief accounting officer of the Company Company, dated each such date, with respect to certain financial information contained in the Registration Statement, the General Disclosure Package and the Final Prospectus, providing “management comfort” with respect to such information, in form attached as Exhibit B heretoand substance reasonably satisfactory to the Representative.

Chief Financial Officer’s Certificate. The Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional such Closing Date, as the case may bea certificate, a certificate of dated such date and signed by the chief financial officer of the Company with respect to certain operating data and financial figures contained in the Registration Statement, the General Disclosure Package and the Final Prospectus, in form attached as Exhibit B heretoand substance satisfactory to the Representatives.

Chief Financial Officer’s Certificate. The Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer Chief Financial Officer of the Company in the form attached as Exhibit B heretoCompany.

Chief Financial Officer’s Certificate. The Representatives shall have received on On the date of this Agreement and as of at the Closing Date or Time, the Additional Closing Date, as Representatives shall have received from the case may be, Company a certificate of the its chief financial officer of with respect to certain financial data contained in the Company General Disclosure Package and the Prospectus, which certificate shall be substantially in the form attached hereto as Exhibit B hereto.C.

Chief Financial Officer’s Certificate. The Representatives shall have received on the date of this Agreement hereof and as of the Closing Date or the Additional on such Closing Date, as the case may be, a certificate of certificate, dated such date and signed by the chief financial officer of the Company with respect to certain operating data and financial figures contained in the Registration Statement, the General Disclosure Package and the Final Prospectus, in form attached as Exhibit B heretoand substance satisfactory to the Representatives.]

Chief Financial Officer’s Certificate. The Representatives shall have received on At the date time of the execution of this Agreement and as of the Closing Date or the Additional Closing DateTime, as the case may be, a certificate of the chief financial officer of the Company shall have furnished to the Representatives a certificate, dated the date hereof, of its Chief Financial Officer, substantially in the form attached as of Exhibit B hereto.

Chief Financial Officer’s Certificate. The On the Closing Date, the Representatives shall have received on a certificate executed by the date Chief Financial Officer of this Agreement and the Company, dated as of such date, in form and substance satisfactory to the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer of the Company in the form attached as Exhibit B heretoUnderwriters.

Chief Financial Officer’s Certificate. The Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer Xxxxx Xxxx, Chief Financial Officer of the Company Company, in form and substance reasonably satisfactory to the form attached as Exhibit B Representatives, to the effect set forth in Annex A-5 hereto.

Chief Financial Officer’s Certificate. The Representatives On the date hereof, the Representative shall have received a certificate from the Chief Financial Officer of the Company certifying as to certain financial matters set forth therein and, on the date of this Agreement and as of the Closing Date or and the Additional Option Closing Date, as if any, the case may beRepresentatives, shall have received a certificate of “bring-down” to such certificate, in each case, in form and substance reasonably satisfactory to the chief financial officer of the Company in the form attached as Exhibit B hereto.Representative.]1

Chief Financial Officer’s Certificate. The At each of the date hereof and the Closing Time, the Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer Chief Financial Officer of the Company Company, in her capacity as such officer only, dated the form attached as date hereof or the Closing Time, respectively, to the effect set forth in Exhibit B hereto.E.

Chief Financial Officer’s Certificate. The Representatives shall have received on At the time of the execution of this Agreement, dated the date of this Agreement hereof, and as of the Closing Date or the Additional Closing DateTime, as the case may be, the Representatives shall have received a certificate of the chief financial officer Chief Financial Officer of the Company Company, in form and substance satisfactory to the form attached as Exhibit B heretoRepresentatives.

Chief Financial Officer’s Certificate. The Representatives shall have received on On the date of this Agreement and on the Closing Date, the Representatives shall have received a certificate from the Company’s Chief Financial Officer, dated respectively as of the date hereof and as of the Closing Date or the Additional Closing Date, as in form and substance reasonably satisfactory to the case may beRepresentatives, a certificate of the chief providing “management comfort” with respect to certain financial officer of the Company information included or incorporated by reference in the form attached as Exhibit B heretoTime of Sale Information and the Prospectus.

Chief Financial Officer’s Certificate. The Representatives Representative shall have received on the date of this Agreement and on the Closing Date or any Additional Closing Date, a certificate dated as of the date hereof and as of the Closing Date or the any Additional Closing Date, as respectively, from the case may be, a certificate Chief Financial Officer of the chief financial officer of Company, in form and substance satisfactory to the Company in the form attached as Exhibit B heretoRepresentatives.

Chief Financial Officer’s Certificate. The Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer Chief Financial Officer of the Company to the effect that, as of the Closing Date or the Additional Closing Date, as the case may be, in the form attached as and substance reasonably satisfactory to the Representatives, to the effect set forth on Exhibit B hereto.

Chief Financial Officer’s Certificate. The Representatives shall have received on a written certificate, dated such Closing date, from the date of this Agreement and as Chief Financial Officer of the Closing Date or the Additional Closing DateCompany, as the case may be, a certificate of the chief financial officer of the Company in the form attached as of Exhibit B D hereto.

Chief Financial Officer’s Certificate. The Representatives Representative shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer Chief Financial Officer of the Company to the effect that, as of the Closing Date in the form attached as and substance reasonably satisfactory to the Representative, to the effect set forth on Exhibit B hereto.

Chief Financial Officer’s Certificate. The At each of the time of execution of this Agreement and the Closing Time, the Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of from the chief financial officer of the Company a certificate, dated as of the date of this Agreement and the Closing Time, respectively, in form and substance satisfactory to the Representatives, relating to the accuracy of certain preliminary and other financial information contained in the form attached as Exhibit B heretoRegistration Statement, the General Disclosure Package and the Prospectus.

Chief Financial Officer’s Certificate. The Representatives Representative shall have received on the date of this Agreement hereof and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate in the form of Exhibit A hereto, dated such date and signed by the chief financial officer of the Company in the form attached as Exhibit B heretoCompany.

Chief Financial Officer’s Certificate. The Representatives shall have received on On the date of this Agreement and as of at the Closing Date or Time, the Additional Closing Date, as Representatives shall have received from the case may be, Company a certificate of the chief its principal financial officer of with respect to certain financial data contained in the Company General Disclosure Package and the Prospectus, which certificate shall be substantially in the form attached hereto as Exhibit B hereto.D.

Chief Financial Officer’s Certificate. The Representatives shall have received on On the date of this Agreement and as of at the Closing Date or Time, the Additional Closing Date, as Representatives shall have received from the case may be, Company a certificate of the its chief financial officer of with respect to certain financial data contained in the Company General Disclosure Package and the Prospectus, which certificate shall be substantially in the form attached as of Exhibit B hereto.

Chief Financial Officer’s Certificate. The Representatives shall have received on the date of this Agreement and on the Closing Date or any Additional Closing Date, a certificate dated as of the date hereof and as of the Closing Date or the any Additional Closing Date, as respectively, from the case may be, a certificate Chief Financial Officer of the chief financial officer of Company, in form and substance satisfactory to the Company in the form attached as Exhibit B heretoRepresentative.

Chief Financial Officer’s Certificate. The Representatives shall have received on the date of this Agreement hereof and as of on the Closing Date or separate certificates signed by the Additional Closing Date, as the case may be, a certificate Chief Financial Officer of the chief financial officer of the Company Company, substantially in the form Annex D attached as Exhibit B hereto.

Chief Financial Officer’s Certificate. The Representatives shall have received on At the date time of the execution of this Agreement and as of at the Closing Date or the Additional applicable Option Closing Date, as the case may be, the Representatives shall have received a certificate certificate, addressed to the Representatives and dated as of such date, of the chief financial officer Chief Financial Officer of the Company Company, in form and substance satisfactory to the form attached as Representatives, substantially to the effect set forth in Exhibit B J hereto.

Chief Financial Officer’s Certificate. The At each of the date hereof and the Closing Time, the Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer Chief Financial Officer of the Company Company, in her capacity as such officer only, dated the form attached as date hereof or the Closing Time, respectively, to the effect set forth in Exhibit B hereto.D.

Chief Financial Officer’s Certificate. The Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate on behalf of the Company of the chief financial officer of the Company Company, in form and substance reasonably satisfactory to the form attached as Exhibit B heretoRepresentatives.

Chief Financial Officer’s Certificate. The Representatives shall have received on At the date of this Agreement agreement and as of at the Closing Date or Time, the Additional Closing Date, as the case may be, Representative shall have received a certificate of the chief financial officer Chief Financial Officer of the Company substantially in the form attached as of Exhibit B heretoD hereof.

Chief Financial Officer’s Certificate. The Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional such Closing Date, as the case may bea certificate, a certificate of dated such date and signed by the chief financial officer of the Company Company, with respect to certain operating data and financial figures contained in the Registration Statement, the General Disclosure Package and the Final Prospectus, in form attached as Exhibit B heretoand substance satisfactory to the Representatives.

Chief Financial Officer’s Certificate. The Representatives shall have received on At the date of this Agreement and as the Closing Time, the Representatives shall have received an officer’s certificate from Xxxxxx X. Xxxx, Executive Vice President and Chief Financial Officer of the Closing Date or Company, dated such date, substantially to the Additional Closing Date, as the case may be, a certificate of the chief financial officer of the Company effect set forth in the form attached as Exhibit B D hereto.

Chief Financial Officer’s Certificate. The At the time of the execution of this Agreement and at the Closing Time, the Representatives shall have received on from the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer Chief Financial Officer of the Company a certificate, dated the date hereof or the Closing Time, respectively, as to the accuracy of certain financial and other information included in the Registration Statement, the General Disclosure Package and the Prospectus in form attached as Exhibit B heretoand substance reasonably satisfactory to the Representatives.]

Chief Financial Officer’s Certificate. The Representatives On the date hereof and at the Closing Time, the Representative shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a written certificate of executed by the chief financial officer of the Company General Partner, dated the date hereof and the Closing Time, respectively, in substantially the form attached hereto as Exhibit B hereto.C.

Chief Financial Officer’s Certificate. The Representatives Representative shall have received on the date of this Agreement and on the Closing Date or any Additional Closing Date, a certificate dated as of the date hereof and as of the Closing Date or the any Additional Closing Date, as respectively, from the case may be, a certificate Chief Financial Officer of the chief financial officer of Company, in form and substance satisfactory to the Company in the form attached as Exhibit B heretoRepresentative.

Chief Financial Officer’s Certificate. The Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional a certificate, dated such Closing Date, as signed by the case may be, a certificate of the chief financial officer Chief Financial Officer of the Company in the form attached as of Exhibit B hereto.C.

Chief Financial Officer’s Certificate. The Representatives shall have received on a certificate, dated the date of this Agreement hereof, and as of the Closing Date or the Additional a bring-down certificate dated each Closing Date, as the case may be, a certificate of the chief principal financial or accounting officer of the Company substantially in the form attached as Exhibit B of Annex E hereto.