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 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 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 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 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 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 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 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 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 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.

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 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 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 On the Closing TimeDate and each Option Closing Date, there shall not have beenbeen furnished to the Representative, 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 Representative of the Company and its subsidiaries considered as one enterpriseseveral Underwriters, whether or not arising in the ordinary course of businessa certificate, dated such date, and addressed to the Representatives shall have received a certificate of Representative, signed by the President or a Vice President of Chief Executive Officer and by 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 no Material Adverse Effect has been no such material adverse change, occurred; (ii) the representations and warranties of the Company and the Bank 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 such Closing Date or Option Closing Date, as the Closing Timecase may be, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such Closing Date or Option Closing Date, as the Closing Timecase may be, and (iv) no stop order or other order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof or the qualification of the Securities for offering or sale, nor suspending or preventing the use of the Registration Statement, the Pricing Prospectus, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued and no proceedings for that purpose have been instituted or are pending or, or are to the best of their knowledge, knowledge contemplated by the CommissionCommission or any state or other regulatory body.