Closing Certificates. Buyer shall have received # a certificate, dated as of the Closing Date and validly executed by each Seller stating that the conditions set forth in [Sections 6.2(a) and 6.2(b)])] with respect to each such Seller have been satisfied and # a certificate, dated as of the Closing Date and validly executed by the chief executive officer of the Company, stating that the conditions set forth in [Sections 6.2(a) and 6.2(b)])] (with respect to the Company) and [Section 6.2(c)] have been satisfied.

Closing Certificates. The Administrative Agent shall have received (i)(A) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of the Borrower and Holdings, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization and # a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and # a certificate of a Responsible Officer of each Loan Party dated the Amendment No. 10 Effective Date and certifying # that # attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 10 Effective Date or # there have been no changes to the by-laws or operating (or limited liability company) agreement of such Loan Party that were delivered to the Administrative Agent prior to the Amendment No. 10 Effective Date, # that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, # that # attached thereto is a true and complete copy of the certificate or articles of incorporation or organization of such Loan Party as in effect on the Amendment No. 10 Effective Date or # there have been no changes to the certificate or articles of incorporation or organization of such Loan Party that were delivered to the Administrative Agent prior to the Amendment No. 10 Effective Date, and # as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a Responsible Officer executing the certificate pursuant to [clause (ii) above];

Closing Certificates. The Administrative Agent shall have received a certificate from a Responsible Officer of Kimco, dated the Effective Date, substantially in the form of [Exhibit E] , # in the case of Kimco, confirming compliance with the conditions specified in this Section 5.1 and in Section 5.2 and, # in each case, certifying, among other things, as to the names and offices of the Persons authorized to sign the Loan Documents to be delivered pursuant to the terms hereof by each such Loan Party, together with the signatures of each such Person and a certificate of another Responsible Officer, certifying as to the name, office, and signature of such first Responsible Officer.

Closing Certificates. The Administrative Agent shall have received # a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall # certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, # identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and # contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by‑laws or operating, management or partnership agreement, and # a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificates. The Administrative Agent shall have received # a copy of the certificate or articles of incorporation or organization (or other similar organizational document), including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization (or a certification from each Loan Party that there have been no changes other than changes specified in the certification to the certificate or articles of incorporation or organization, including all amendments thereto, that were delivered to the Administrative Agent on the Closing Date), # a certificate as to the good standing (where relevant) of each Loan Party organized in the United States as of a recent date, from such Secretary of State or similar Governmental Authority and # a certificate of a manager, director, Secretary or Assistant Secretary or similar officer of each Loan Party dated the Amendment No. 3 Effective Date and certifying that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement (or other similar organizational document) of such Loan Party as in effect on the Amendment No. 3 Effective Date (or a certification from each Loan Party that there have been no changes other than changes specified in the certification to the by-laws or operating (or limited liability company) agreement that were delivered to the Administrative Agent on the Closing Date).

Closing Certificates. The Purchasers shall have received a certificate of each of the Issuer and the Guarantors, dated the Closing Date and executed by their respective Secretary or Assistant Secretary, consistent in all material respects with the certificate delivered to the initial purchasers in connection with the purchase of the Existing 10.5% Notes.

Certificates, Closing. If such registration is in connection with an underwritten offering, provide officers’ certificates and other customary closing documents as the managing underwriter of such offering may reasonably request;

Closing Certificates. The Administrative Agent shall have received # a certificate of each the Borrower and the Subsidiary Guarantors dated the Closing Date, substantially in the form of [Exhibit B], with appropriate insertions and attachments, including, in the case of the Borrower, an acknowledgment that # the proceeds of the Term Loan shall be used solely to refinance the existing Renewable Energy Investments or to finance new Renewable Energy investments and # the conditions set forth in Sections 5.1(j) and (k) have been satisfied and # if applicable, a long form good standing certificate for each of the Borrower and the Subsidiary Guarantors from their respective jurisdictions of organization or formation.

Certificates, Closing. If such registration is in connection with an underwritten offering, provide officers’ certificates and other customary closing documents as the managing underwriter of such offering may reasonably request;

Closing Certificates. The Agent shall have received # a copy of the certificate of formation, including all amendments thereto, certified as of a recent date by the Secretary of State of the state of Delaware, and a certificate as to the good standing of the Borrower as of a recent date from such Secretary of State; # a certificate of the Secretary or an Assistant Secretary or analogous officer of the Borrower, dated the date of this Agreement and certifying # that attached thereto is a true and complete copy of the limited liability company agreement or other applicable organizational document as in effect on such date and at all times since a date prior to the date of the resolutions described in clause (B) below, # that attached thereto are true and complete copies of resolutions duly adopted by the Board of Directors (or any duly authorized committee thereof) authorizing the execution and delivery by the Borrower of the Credit Documents, the Extensions of Credit to be made hereunder and the performance by the Borrower of all of its obligations under the Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, # that the certificate of formation referred to in [clause (i) above] has not been amended since the date of the last amendment thereto shown on the certified certificate of formation furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the Borrower; and # a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or analogous officer executing the certificate pursuant to # above.