Common use of Officer’s Certificates Clause in Contracts

Officer’s Certificates. (i) At Closing Time, there shall not have been, since the date hereof 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, business affairs or business prospects of the Company and the 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 chief executive officer or president of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (A) there has been no such material adverse change, (B) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (C) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (D) 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 Certificates. (i) At Closing Time, there shall not have been, since the date hereof 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 Material Adverse Effect or otherwise, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Manager Material Adverse Effect. The Underwriters shall have received a certificate of the chief executive officer President or president a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (Ai) there has been no such material adverse changeMaterial Adverse Effect, (Bii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (Ciii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (Div) 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. The Representatives shall have also received a certificate of the President of the Manager and of the Treasurer of the Manager, dated as of the Closing Time, to the effect that (i) there has been no Manager Material Adverse Effect, (ii) the representations and warranties in Section 1(b) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (iii) the Manager has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time.

Officer’s Certificates. (i) At Closing Time, there shall not have been, since the date hereof 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, business affairs or business prospects of the Company and the 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 chief executive officer or president of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (A) there has been no such material adverse change, (B) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (C) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, Time and (D) 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 Certificates. (i) At Closing TimeWithin five business days after each Representation Date, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus Registration Statement, or the General Disclosure PackageProspectus, any material adverse change in the business, properties, management, financial condition, financial prospects or otherwise, or in the earnings, business affairs or business prospects results of operations of the Company and the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Sales Agent shall have received a certificate of the chief executive officer or the president of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Timethe Representation Date, to the effect that (A) there has been no such material adverse change, (B) the representations and warranties of the Company in Section 1(a) hereof of this Agreement are true and correct with the same force and effect as though expressly made at and as of Closing Timethe Representation Date, (C) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Timethe Representation Date, and (D) 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 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 Commission.

Officer’s Certificates. (i) At the Closing Time, there shall not have been, since the date hereof 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, business affairs or business prospects of the Company and the 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 chief executive officer or president of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (A) there has been no such material adverse change, (B) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (C) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (D) 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 Certificates. (i) At Closing Time, there shall not have been, since the date hereof 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, business affairs or business prospects of the Company and the 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 chief executive officer or president of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (A) there has been no such material adverse change, (B) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (C) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, Time and (D) 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 Certificates. (i) At the Closing Time, there shall not have been, since the date 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 the 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 chief executive officer or 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 (A) there has been no such material adverse change, (B) the representations and warranties of the Company in Section 1(a) hereof of this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (C) 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 (D) 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 Commission.

Officer’s Certificates. (i) At Closing Time, there shall not have been, since the date hereof 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, business affairs or business prospects of the Company and the 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 chief executive officer or president of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (Ciii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (Div) 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 Certificates. (i) At Closing Time, there shall not have been, since the date hereof 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, business affairs or business prospects of the Company and the 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 chief executive officer or president of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (A) there has been no such material adverse change, (B) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (C) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, Time and (D) 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 Certificates. (i) At the Closing Time, there shall not have been, since the date 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 the Subsidiaries considered as one enterpriseCompany, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of (i) the chief executive officer or the president of the Company and of (ii) the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (A) there has been no such material adverse change, (B) the representations and warranties of the Company in Section 1(a) hereof of this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (C) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Time, and (D) no stop order suspending the effectiveness of the Registration Statement under the 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 Commission.

Officer’s Certificates. (i) At the Closing TimeTime and each Date of Delivery, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Packagehereof, any material adverse change in the business, properties, condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries considered Affiliated Entities taken as one enterprisea whole, whether or not arising in the ordinary course of business, and the . The Representatives shall have received a certificate of the chief executive officer or president of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing TimeTime and each Date of Delivery, to the effect that (Ai) there has been no such material adverse change, nor any development or event involving a prospective material adverse change, (Bii) the representations and warranties in Section 1(a) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of the Closing TimeTime or such Date of Delivery, as the case may be, (Ciii) 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 TimeTime and such Date of Delivery, and (Div) no stop order suspending the effectiveness of the Registration Statement or the ADS 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 Certificates. (i) At the Closing Time, there shall not have been, since the date 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 the 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 chief executive officer or 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 (A) there has been no such material adverse change, (B) the representations and warranties of the Company in Section 1(a) hereof of this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (C) 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 (D) 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 Commission.

Officer’s Certificates. (i) At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries 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 chief executive officer President, the Senior Vice President or president a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (Ciii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (Div) 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 Certificates. (i) At the Closing Time, there shall not have been, since the date 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 the Subsidiaries considered as one enterpriseCompany, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of (i) the chief executive officer or the president of the Company and of (ii) the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (A) there has been no such material adverse change, (B) the representations and warranties of the Company in Section 1(a) hereof of this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (C) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Time, and (D) no stop order suspending the effectiveness of the Registration Statement under the 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 Commission.

Officer’s Certificates. (i) At the Closing Time, there shall not have been, since the date hereof 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, business affairs or business prospects of the Company and the Subsidiaries its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Underwriter shall have received a certificate of the chief executive officer President or president 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 that, to their best knowledge, (Ai) there has been no such material adverse change, (Bii) the representations and warranties 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, (Ciii) 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 (Div) 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 Certificates. (i) At the Closing TimeTime and each Date of Delivery, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Packagehereof, any material adverse change in the business, properties, condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and the its Subsidiaries considered taken as one enterprisea whole, whether or not arising in the ordinary course of business, and the . The Representatives shall have received a certificate of the chief executive officer or president of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing TimeTime and each Date of Delivery, to the effect that (Ai) there has been no such material adverse change, nor any development or event involving a prospective material adverse change, (Bii) the representations and warranties in Section 1(a) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of the Closing TimeTime or such Date of Delivery, as the case may be, (Ciii) 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 TimeTime and such Date of Delivery, and (Div) no stop order suspending the effectiveness of the Registration Statement or the ADS 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 Certificates. (i) At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Company, the Operating Partnership, and the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Underwriter shall have received a certificate of the chief executive officer President or president a Vice President of the Company, on behalf of the Company and as general partner of the Operating Partnership, and of the chief financial or chief accounting officer of the Company, on behalf of the Company and as general partner of the Operating Partnership, dated as of Closing Time, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (Ciii) each of the Company and the Operating Partnership has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (Div) 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 Certificates. (i) At Closing Time, there shall not have been, since the date 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 the Subsidiaries considered as one enterpriseor Iridium, whether or not arising in the ordinary course of business, and the U.S. Representatives shall have received a certificate of the chief executive officer President or president a Vice President of each of the Company and Iridium and of the chief financial or chief accounting officer of each of the CompanyCompany and Iridium, dated as of Closing Time, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (Ciii) the Company or Iridium, as the case may be, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (Div) 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 Certificates. (i) At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the condition, condition (financial or otherwise), or in the earnings, business affairs or business prospects of the Company and the Subsidiaries 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 chief executive officer President or president a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (Ciii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under this Agreement at or prior to Closing Time, and (Div) 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 Certificates. (i) At the Closing Time, there shall not have been, since the date 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 the Subsidiaries considered as one enterpriseCompany, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of (i) the chief executive officer or the president of the Company and of (ii) the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (A) there has been no such material adverse change, (B) the representations and warranties of the Company in Section 1(a) hereof of this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (C) 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 (D) no stop order suspending the effectiveness of the Registration Statement under the 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 Commission.

Officer’s Certificates. (i) At Closing Time, there shall not have been, since the date 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 the Subsidiaries considered as one enterpriseor Iridium, whether or not arising in the ordinary course of business, and the Representatives Lead Managers shall have received a certificate of the chief executive officer President or president a Vice President of each of the Company and Iridium and of the chief financial or chief accounting officer of each of the CompanyCompany and Iridium, dated as of Closing Time, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (Ciii) the Company or Iridium, as the case may be, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (Div) 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 Certificates. (i) At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries Subsidiary considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the chief executive officer or president of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (Ciii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (Div) 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 Certificates. (i) At the Closing Time, there shall not have been, since the date 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 business, properties, management, financial condition, financial prospects or otherwise, or in the earnings, business affairs or business prospects results of operations of the Company and the 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 chief executive officer or 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 (A) there has been no such material adverse change, (B) the representations and warranties of the Company in Section 1(a) hereof of this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (C) 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 (D) 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 Commission.

Officer’s Certificates. (iA) At the Closing Time, there shall not have been, since the date hereof 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, business affairs or business prospects of the Company and the Subsidiaries 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 chief executive officer President or president 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 that, to their best knowledge, (Ai) there has been no such material adverse change, (Bii) the representations and warranties 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, (Ciii) 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 (Div) 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 CommissionCommission and (B) at the time of the execution of this Agreement and at the Closing Time, the Representatives shall have received a certificate of the chief financial officer of the Company to the effect set forth in Exhibit G hereto.

Officer’s Certificates. (i) At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Company, the Partnership and the Subsidiaries considered Subsidiaries, taken as one enterprisea whole, whether or not arising in the ordinary course of business, and the Representatives and their counsel shall have received certificates from (A) the President or a certificate of the chief executive officer or president Vice President of the Company on the Company's behalf and (B) the President or a Vice President of the chief financial or chief accounting officer Company as general partner of the CompanyPartnership on the Partnership's behalf, dated as of Closing Time, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (Ciii) the Company such entity 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 Closing Time, and (Div) 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 officers' knowledge, are contemplated by the Commission.

Officer’s Certificates. (i) At the Closing Time, there shall not have been, since the date hereof of this Agreement, since the Applicable Time or since the respective dates as of which information is given in the Prospectus Disclosure Package or the General Disclosure PackageFinal Prospectus, any material adverse change change, or any development or event involving a prospective change, in the condition, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and the Subsidiaries considered its subsidiaries taken as one enterprisea whole, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received a certificate of the chief executive officer or president Chief Executive Officer of the Company and of the chief financial or chief accounting officer Chief Financial Officer of the Company, dated as of Closing Time, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (Ciii) 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 (Div) 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 Certificates. (i) At Closing Time, there shall not have been, since the date 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 the Subsidiaries its Subsidiaries, Xxxxxxx and Xxxxxx, considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Lead Managers shall have received a certificate certificates of the chief executive officer President or president of the Company a Vice President and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (Ciii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (Div) 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 orpending, to their knowledge, or are contemplated by the Commission.

Officer’s Certificates. (i) At the Closing Time, there shall not have been, since the date 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 the Subsidiaries considered as one enterpriseCompany, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of (i) the chief executive officer or the president of the Company and of (ii) the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (A) there has been no such material adverse change, (B) the representations and warranties of the Company in Section 1(a) hereof of this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (C) 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 (D) no stop order suspending the effectiveness of the Registration Statement under the 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 Commission.

Officer’s Certificates. (i) At Closing Time, there shall not have been, since the date hereof 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, business affairs or business prospects of the Company and the Subsidiaries 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 chief executive officer President or president a Vice President of the Company (on behalf of the Issuer and each of the Guarantors) and of the chief financial or chief accounting officer of the CompanyCompany (on behalf of the Issuer and each of the Guarantors), dated as of Closing Time, to the effect that (A) there has been no such material adverse change, (B) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (C) the Company has Issuer and the Guarantors have complied with all agreements and satisfied all conditions on its their part to be performed or satisfied at or prior to Closing Time, and (D) 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 Certificates. (i) At Closing Time, there shall not have been, since the date 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 financial condition, financial or otherwiseearnings, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Placement Agent shall have received a certificate of the chief executive officer Chief Executive Officer, President or president an Executive Vice President of the Company and of the chief financial officer or chief accounting officer of the Company, dated as of Closing Time, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties in Section 1(a) Paragraph 5 hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (Ciii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (Div) no stop order suspending the effectiveness of the Registration Statement or order preventing the use any preliminary prospectus, the Statutory Prospectus or the Prospectus has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the CommissionCommission or other Governmental Entity.

Officer’s Certificates. (i) At Closing TimeOn each Representation Date, there shall not have been, since the date 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 financial condition, financial or otherwiseearnings, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Agent shall have received a certificate of the chief executive officer Chief Executive Officer, President or president an Executive Vice President of the Company and of the chief financial officer or chief accounting officer of the Company, dated as of Closing Timeeach Representation Date, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Timesuch Representation Date, (Ciii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Timesuch Representation Date, and (Div) no stop order suspending the effectiveness of the Registration Statement or order preventing the use of any preliminary prospectus, the Statutory Prospectus or the Prospectus has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the CommissionCommission or other Governmental Entity.

Officer’s Certificates. (i) At the Closing Time, there shall not have been, since the date 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, 20 business affairs or business prospects of the Company and the Subsidiaries considered as one enterpriseCompany, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of (i) the chief executive officer or a vice president of the Company and of (ii) the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (A) there has been no such material adverse change, (B) the representations and warranties of the Company in Section 1(a) hereof of this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (C) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Time, and (D) no stop order suspending the effectiveness of the Registration Statement under the 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 Commission.

Officer’s Certificates. (i) At Closing Time, there shall not have been, since the date 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 financial condition, financial or otherwiseearnings, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries 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 chief executive officer Chief Executive Officer, President or president an Executive Vice President of the Company and of the chief financial officer or chief accounting officer of the Company, dated as of Closing Time, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (Ciii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (Div) no stop order suspending the effectiveness of the Registration Statement or order preventing the use any preliminary prospectus, the Statutory Prospectus or the Prospectus has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the CommissionCommission or other Governmental Entity.

Officer’s Certificates. (i) At the Closing Time, there shall not have been, since the date 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 the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Representative[s] shall have received a certificate of the chief executive officer or 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 (A) there has been no such material adverse change, (B) the representations and warranties of the Company in Section 1(a) hereof of this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (C) 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 (D) 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 Commission.

Officer’s Certificates. (i) At the Closing Time, there shall not have been, since the date hereof 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, business affairs or business prospects of the Company and the Subsidiaries 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 chief executive officer President or president 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 that, to their best knowledge, (Ai) there has been no such material adverse change, (Bii) the representations and warranties 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, (Ciii) 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 (Div) 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 Certificates. (i) At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries 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 chief executive officer President or president a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties 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 Closing Time, (Ciii) 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 Closing Time, and (Div) 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 Certificates. (i) At the Closing Time, there shall not have been, since the date 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 change, or development including a prospective change, in the financial condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and the Subsidiaries 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 chief executive officer or president President and Chief Executive Officer 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 (Ai) there has been no such material adverse change, (Bii) 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, (Ciii) 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 (Div) 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 Certificates. (i) At Closing Time, there shall not have been, since the date 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 financial condition, financial or otherwiseearnings, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Placement Agent shall have received a certificate of the chief executive officer Chief Executive Officer, President or president an Executive Vice President of the Company and of the chief financial officer or chief accounting officer of the Company, dated as of Closing Time, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (Ciii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (Div) no stop order suspending the effectiveness of the Registration Statement or order preventing the use any preliminary prospectus, the Statutory Prospectus or the Prospectus has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the CommissionCommission or other Governmental Entity.

Officer’s Certificates. (i) At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or any preliminary prospectus, the General Disclosure PackagePackage or the Prospectus, any material adverse change in the financial condition, financial or otherwiseearnings, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Underwriters shall have received a certificate of the chief executive officer Chief Executive Officer, President or president an Executive Vice President of the Company and of the chief financial officer or chief accounting officer of the Company, dated as of Closing Time, Time to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (Ciii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (Div) no stop order suspending the effectiveness of the Registration Statement or order preventing the use any preliminary prospectus, the Statutory Prospectus or the Prospectus has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the CommissionCommission or other Governmental Entity and (v) no event of default under the Indenture or event that with notice and/or lapse of time would be an event of default in respect of the Securities has occurred and is continuing.

Officer’s Certificates. (i) At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate certificates of the chief executive officer President or president a Vice President of the Company and Titan and of the chief financial or chief accounting officer of the CompanyCompany and Titan, dated as of Closing Time, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (Ciii) the Company has and Titan have complied with all agreements and satisfied all conditions on its part their respective parts to be performed or satisfied at or prior to Closing Time, Time and (Div) 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 Certificates. (i) At Closing Time, there shall not have been, since the date 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 the Subsidiaries its Subsidiaries, Xxxxxxx and Xxxxxx, considered as one enterprise, whether or not arising in the ordinary course of business, and the U.S. Representatives shall have received a certificate certificates of the chief executive officer President or president of the Company a Vice President and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (Ciii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (Div) 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 orpending, to their knowledge, or are contemplated by the Commission.

Officer’s Certificates. (i) At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries Subsidiary considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the chief executive officer President or president a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (A) there has been no such material adverse change, (B) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (C) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (D) 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.; and

Officer’s Certificates. (i) At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the condition, condition (financial or otherwise), or in the earnings, business affairs or business prospects of the Company and the Subsidiaries its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Underwriter shall have received a certificate of the chief executive officer President or president a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (Ciii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under this Agreement at or prior to Closing Time, and (Div) 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 Certificates. (i) At the Closing Time, there shall not have been, since the date 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 the Subsidiaries 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 chief executive officer Chief Executive Officer or president 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 (A1) there has been no such material adverse change, (B2) 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, (C3) 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 (Div) 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 Certificates. (i) At Closing Time, there shall not have been, since the date hereof 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, business affairs or business prospects of the Company and the Subsidiaries considered as one enterpriseCompany, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the chief executive officer or president of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (Ciii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (Div) 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 Certificates. (i) At Closing Time, there shall not have been, since the date 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 the Subsidiaries its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the U.S. Representatives shall have received a certificate of the chief executive officer or president Chief Executive Officer of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (Ciii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (Div) no stop order suspending the effectiveness of the Registration Statement has been issued and and, to the knowledge of such persons, no proceedings for that purpose have been instituted or are pending or, to their knowledge, or are contemplated by the Commission.

Officer’s Certificates. (i) At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and the 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 chief executive officer or president of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (Ciii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (Div) 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 Certificates. (i) At Closing the Representation Time and the Expiration Time, there shall not have been, since the date hereof or since the respective dates date as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Dealer Managers shall have received a certificate of the chief executive officer or president of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing the Representation Time and the Expiration Time, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing the Representation Time and the Expiration Time, (Ciii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing the Representation Time and the Expiration Time, and (Div) 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 Certificates. (i) At the Closing Time, there shall not have been, since the date 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 the Subsidiaries its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Underwriter shall have received a certificate of the chief executive officer President or president 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 (Ai) there has been no such material adverse change, (Bii) the representations and warranties 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, (Ciii) 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 (Div) 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, or are to their knowledge, knowledge contemplated by the Commission.

Officer’s Certificates. (i) At Closing Time, there shall not have been, since the date 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 financial condition, financial or otherwiseearnings, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries 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 chief executive officer Chief Executive Officer, President or president an Executive Vice President of the Company and of the chief financial officer or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties 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, (Ciii) 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 (Div) no stop order suspending the effectiveness of the Registration Statement or order preventing the use of any preliminary prospectus, the Statutory Prospectus or the Prospectus has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the CommissionCommission or other Governmental Entity.

Officer’s Certificates. (i) At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries 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 chief executive officer Chief Executive Officer or president the President of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, certifying on behalf of the Company, to the effect that (Ai) there has been no such material adverse change, (Bii) 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, (Ciii) 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 (Div) 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 Certificates. (i) At the Closing TimeDate, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Preliminary Prospectus or and the General Disclosure PackageProspectus, any material adverse change changes in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Depositor, Ryder and the Subsidiaries considered as one enterprisetheir respective Affiliates, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received a certificate certificates of authorized officers of the chief executive officer or president of the Company Depositor and of the chief financial or chief accounting officer of the CompanyRyder, dated as of the Closing TimeDate, to the effect that (Ai) there has been no such material adverse change, (Bii) the representations and warranties in Section 1(a) hereof 1 are true and correct with the same force and effect as though expressly made at and as of the Closing TimeDate, (Ciii) each of the Company Depositor and Ryder 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 and (Div) 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 CommissionCommission (or, if a stop order has been issued, such order has been subsequently lifted).

Officer’s Certificates. (i) At the Closing Time, there shall not have been, since the date hereof 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, business affairs or business prospects of the Company and the 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 chief executive officer or president of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (A) there has been no such material adverse change, (B) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (C) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (D) 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 Certificates. (i) At Closing Time, there shall not have been, since the date hereof hereof, since the Applicable Time or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus, any material adverse change in the condition, financial Material Adverse Effect or otherwise, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Manager Material Adverse Effect. The Underwriters shall have received a certificate of the chief executive officer President or president a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (Ai) there has been no such material adverse changeMaterial Adverse Effect, (Bii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (Ciii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (Div) 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. The Representatives shall have also received a certificate of the President of the Manager and of the Treasurer of the Manager, dated as of the Closing Time, to the effect that (i) there has been no Manager Material Adverse Effect, (ii) the representations and warranties in Section 1(b) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (iii) the Manager has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time.

Officer’s Certificates. (i) At the Closing Time, there shall not have been, since the date 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 the Subsidiaries 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 chief executive officer Chief Executive Officer or president 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 (A1) there has been no such material adverse change, (B2) 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, (C3) 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 (Div) 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.