Common use of Officer’s Certificate of the Company Clause in Contracts

Officer’s Certificate of the Company. At the Closing Time, there shall not have been, since the date hereof, since the Applicable Time or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, or business of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission.

Officer’s Certificate of the Company. At the Closing Time, there shall not have been, since the date hereof, since the Applicable Time hereof or since the respective dates as of which information is given in the Prospectus or Registration Statement, the General Disclosure PackagePackage or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President Chief Executive Officer or a Vice the President of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in Section 1(a) hereof this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes have been instituted or are pending or, to their knowledge, contemplated by the Commissioncontemplated.

Officer’s Certificate of the Company. At the Closing Time, there shall not have been, since the date hereof, since the Applicable Time hereof or since the respective dates as of which information is given in the Prospectus Prospectus, the Registration Statement or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprisesubsidiaries, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received a certificate of the President Chief Executive Officer or a Vice President of the Company President, and of the chief financial or chief accounting officer officer, of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in Section 1(a) hereof herein are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of the Preliminary Prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes have been instituted or are pending or, to their knowledge, contemplated by the Commissioncontemplated.

Officer’s Certificate of the Company. At the Closing Time, there shall not have been, since the date hereof, since the Applicable Time hereof or since the respective dates as of which information is given in the Prospectus Prospectus, the Registration Statement or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprisesubsidiaries, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received a certificate of the President Chief Executive Officer or a Vice President of the Company President, and of the chief financial or chief accounting officer officer, of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in Section 1(a) hereof herein are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes have been instituted or are pending or, to their knowledge, contemplated by the Commissioncontemplated.

Officer’s Certificate of the Company. At the Closing Time, there shall not have been, since the date hereof, since the Applicable Time hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectuses, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseCompany, whether or not arising in the ordinary course of business, and the U.S. Representatives shall have received a certificate of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in Section 1(a) hereof are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has has, in all material respects, complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their such persons' knowledge, are pending or are contemplated by the Commission.

Officer’s Certificate of the Company. At the Closing Time, there shall not have been, since the date hereof, since the Applicable Time hereof or since the respective dates as of which information is given in the Prospectus or Registration Statement, the General Disclosure PackagePackage or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President Chief Executive Officer or a Vice the President of the Company and of the chief financial or chief accounting officer Treasurer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in Section 1(a) hereof this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes have been instituted or are pending or, to their knowledge, contemplated by the Commissioncontemplated.

Officer’s Certificate of the Company. At the Closing Time, there shall not have been, since the date hereof, since the Applicable Time hereof or since the respective dates as of which information is given in the Prospectus or Registration Statement, the General Disclosure PackagePackage or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received a certificate of the President Chief Executive Officer or a Vice the President of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in Section 1(a) hereof this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes have been instituted or are pending or, to their knowledge, contemplated by the Commissioncontemplated.

Officer’s Certificate of the Company. At the Closing Time, there shall not have been, since the date hereof, since the Applicable Time hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectuses, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseCompany, whether or not arising in the ordinary course of business, and the Representatives International Managers shall have received a certificate of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in Section 1(a) hereof are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has has, in all material respects, complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their such persons' knowledge, are pending or are contemplated by the Commission.

Officer’s Certificate of the Company. At the Closing Time, there shall not have been, since the date hereof, since the Applicable Time or since the respective dates as of which information is given in the Prospectus or Registration Statement, the General Disclosure PackagePackage or the Prospectus, any material adverse change in or affecting the Properties taken as a whole or in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received a certificate of the President or a Vice President Chief Executive Officer of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company contained in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes have been instituted or are pending or, to their the Company’s knowledge, contemplated by the Commissionany Governmental Entity.

Officer’s Certificate of the Company. At the Closing Time, there shall not have been, since the date hereof, since the Applicable Time hereof or since the respective dates as of which information is given in the Prospectus or Registration Statement, the General Disclosure PackagePackage or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries the Subsidiary considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received a certificate of the President Chief Executive Officer or a Vice the President of the Company and of the chief financial Chief Financial Officer or chief accounting officer Chief Accounting Officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in Section 1(a) hereof this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to their knowledge, contemplated by the Commissioncontemplated.

Officer’s Certificate of the Company. At the Closing Time, there shall not have been, since the date hereof, since the Applicable Time hereof or since the respective dates as of which information is given in the Prospectus or Registration Statement, the General Disclosure PackagePackage or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries the Subsidiary considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received a certificate of the President Chief Executive Officer or a Vice the President of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in Section 1(a) hereof this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to their knowledge, contemplated by the Commissioncontemplated.

Officer’s Certificate of the Company. At the Closing Time, there shall not have been, since the date hereof, since the Applicable Time hereof or since the respective dates as of which information is given in the Prospectus Prospectus, the Registration Statement or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprisesubsidiaries, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President Chief Executive Officer or a Vice President of the Company President, and of the chief financial or chief accounting officer officer, of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in Section 1(a) hereof herein are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes have been instituted or are pending or, to their knowledge, contemplated by the Commissioncontemplated.

Officer’s Certificate of the Company. At the Closing Time, there shall not have been, since the date hereof, since the Applicable Time hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectuses, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseCompany, whether or not arising in the ordinary course of business, and the Representatives Lead Managers and their counsel shall have received a certificate of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in Section 1(a) hereof are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, or are contemplated by the Commission.

Officer’s Certificate of the Company. At the Closing Time, there shall not have been, since On the date hereof, since the Applicable Time Selling Agents shall have received a certificate of the Company, signed by the Treasurer, any Senior or other Vice President, any Managing Director, any Director, or any other officer of the Company duly authorized by, or pursuant to the authority of, the Company’s board of directors to act in connection with the issuance and sale of the Notes, dated as of the date hereof, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Base Prospectus and this Agreement and is without knowledge that (i) since the respective dates as of which information is given in the Prospectus Registration Statement and the Base Prospectus, there has been any material adverse change or the General Disclosure Package, any development involving a prospective material adverse change in the condition, condition (financial or otherwiseother), or in the earnings, business or business properties of the Company and its subsidiaries considered subsidiaries, taken as one enterprisea whole, whether or not arising from transactions in the ordinary course of business, and except as set forth in or contemplated in the Representatives shall have received a certificate of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse changeBase Prospectus, (ii) the representations and warranties of the Company contained in Section 1(a) 2 hereof are not true and correct with the same force and effect as though expressly made at and as of the Closing Timedate of such certificate, (iii) the Company has not performed or complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Timedate of such certificate, and (iv) no any stop order suspending the effectiveness of the Registration Statement has been issued and no or any proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated threatened by the Commission, and (v) any litigation or proceeding is pending to restrain or enjoin the issuance or delivery of the Notes, or which in any way affects the validity of the Notes.

Officer’s Certificate of the Company. At the Closing TimeDate, there shall not have been, since the date hereof, since the Applicable Time hereof or since the respective dates as of which information is given in the Prospectus or Registration Statement, the General Disclosure PackagePackage or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries the Subsidiary considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received a certificate of the President Chief Executive Officer or a Vice the President of the Company and of the chief financial Chief Financial Officer or chief accounting officer Chief Accounting Officer of the Company, dated as of the Closing TimeDate, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in Section 1(a) hereof this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing TimeDate, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing TimeDate, and (iv) no stop order suspending the effectiveness of the Registration Statement under the Securities Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to their knowledge, contemplated by the Commissioncontemplated.

Officer’s Certificate of the Company. At the Closing Time, there There shall not have been, since the date hereof, since the Applicable Time hereof or since the respective dates as of which information is given in the Prospectus Registration Statement or the General Disclosure Packageany Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and at each Representation Date and the Representatives Expiration Date, the Dealer Manager shall have received a certificate of the President Chief Executive Officer or a Vice the President of the Company and of the chief financial or chief accounting officer of the Company, dated as of each Representation Date and the Closing TimeExpiration Date, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in Section 1(a) hereof this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Timeeach Representation Date and Expiration Date, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Timeapplicable Representation Date and the Expiration Date, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Prospectus has been issued and no proceedings for that purpose any of those purposes have been instituted or are pending or, to their knowledge, contemplated by the Commissioncontemplated.

Officer’s Certificate of the Company. At the Closing Time, there shall not have been, since the date hereof, since the Applicable Time hereof or since the respective dates as of which information is given in the Prospectus or Registration Statement, the General Disclosure PackagePackage or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President Chief Executive Officer or a Vice the President of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in Section 1(a) hereof this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to their knowledge, contemplated by the Commissioncontemplated.

Officer’s Certificate of the Company. At the Closing TimeDate or the applicable Option Closing Date, as the case may be, there shall not have been, since the date hereof, since the Applicable Time hereof or since the respective dates as of which information is given in the Prospectus or Registration Statement, the General Disclosure PackagePackage and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition, condition (financial or otherwiseother), results of operations, business, properties, management or in the earnings, or business prospects of the Company and its subsidiaries considered taken as one enterprisea whole, whether or not arising in the ordinary course of business, and and, at the Closing Date, the Representatives shall have received a certificate certificate, signed on behalf of the Company by the President or a Vice President the Chief Executive Officer of the Company and of the chief financial Chief Financial Officer or chief accounting officer Chief Accounting Officer of the Company, dated as of the Closing TimeDate, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in Section 1(a) hereof this Agreement are true and correct at and as of the Closing Date with the same force and effect as though expressly made at and as of the Closing TimeDate, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, Date under or pursuant to this Agreement and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledgethe knowledge of the Company, are contemplated by the CommissionCommission and the Commission has not notified the Company of any objection to the use of the form of the Registration Statement.

Officer’s Certificate of the Company. At the Closing Time, there shall not have been, since the date hereof, since the Applicable Time hereof or since the respective dates as of which information is given in the Prospectus or Registration Statement, the General Disclosure PackagePackage or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President Chief Executive Officer or a Vice the President of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse changeMaterial Adverse Effect, (ii) the representations and warranties of the Company in Section 1(a) hereof this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions under this Agreement on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes have been instituted or are pending or, to their knowledge, contemplated by the Commissioncontemplated.

Officer’s Certificate of the Company. At the Closing Time, there shall not have been, since the date hereof, since the Applicable Time hereof or since the respective dates as of which information is given in the Prospectus or Registration Statement, the General Disclosure PackagePackage or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, or business of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Effect, and the Representatives Representative shall have received a certificate of the Chairman of the Board, Chief Executive Officer and President or a Vice President of the Company and of the chief financial or chief accounting officer Chief Financial Officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse changeMaterial Adverse Effect, (ii) the representations and warranties of the Company in Section 1(a) and the representations and warranties of the Bank in Section 1(b) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time (which certification as to the Closing TimeBank’s representations and warranties in Section 1(b) hereof may be contained in a certificate of an executive officer of the Bank), (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, Time and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, are contemplated by the Commission.

Officer’s Certificate of the Company. At the Closing Time, there shall not have been, since the date hereof, since the Applicable Time or since the respective dates as of which information is given in the Prospectus or Registration Statements, the General Disclosure PackagePackage or the Prospectus, any material adverse change in or affecting the Properties taken as a whole or in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received a certificate of the President or a Vice President Chief Executive Officer of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company contained in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the either Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes have been instituted or are pending or, to their the Company’s knowledge, contemplated by the Commissionany Governmental Entity.

Officer’s Certificate of the Company. At the Closing Time, there shall not have been, since the date hereof, since the Applicable Time hereof or since the respective dates as of which information is given in the Prospectus or the Registration Statement, the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprisesubsidiaries, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President Chief Executive Officer or a Vice President of the Company President, and of the chief financial or chief accounting officer officer, of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in Section 1(a) hereof herein are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes have been instituted or are pending or, to their knowledge, contemplated by the Commissioncontemplated.

Officer’s Certificate of the Company. At the Closing Time, there shall not have been, since the date hereof, since the Applicable Time hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectuses, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseCompany, whether or not arising in the ordinary course of business, and the U.S. Representatives and their counsel shall have received a certificate of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in Section 1(a) hereof are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, or are contemplated by the Commission.