Officer’s Certificate. Each offer to prepay the Notes pursuant to this [Section 8.8] shall be accompanied by a certificate, executed by a Senior Financial Officer of [[Organization A:Organization]] and dated the date of such offer, specifying: # the [Section 8.8] Proposed Prepayment Date; # that such offer is made pursuant to this [Section 8.8]; # the principal amount of each Note offered to be prepaid; # the interest that would be due on each Note offered to be prepaid, accrued to, but excluding, the [Section 8.8] Proposed Prepayment Date; # that the conditions of this [Section 8.8] have been fulfilled; and # in reasonable detail, the nature and date of the Change in Control.

Officer’s Certificate. ​ shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in [[Sections 4.1, 4.2 and 4.9]9]9]]9]9] have been fulfilled and the accuracy of the representations and warranties of ​ in this Agreement.

Secretary’s Certificate. [[Organization A:Organization]] shall have delivered to such Purchaser a certificate of its Secretary, dated the date of the Closing, certifying as to # the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Note Documents to which it is a party and # [[Organization A:Organization]]’s organizational documents as then in effect.

Compliance Certificate. A duly authorized Senior Financial Officer shall execute and deliver to each Additional Purchaser and each holder of Notes an Officer’s Certificate dated the date of issue of such Series of Additional Notes stating that such officer has reviewed the provisions of this Agreement (including any Supplements hereto) and setting forth the information and computations (in sufficient detail) required in order to establish whether [[Organization A:Organization]] is in compliance with the requirements of [Section 10.8] on such date (based upon the financial statements for the most recent fiscal quarter ended prior to the date of such certificate but after giving effect to the issuance of the Additional Series of Notes and the application of the proceeds thereof).

Certificate Legend. In addition to any legends placed on certificates pursuant to [Section 8.4], each certificate representing Shares of Restricted Stock granted pursuant to the Plan may bear a legend such as the following or as otherwise determined by the Compensation Committee in its sole discretion:

Officer’s Certificate. The Administrative Agent shall have received an Officer’s Certificate dated the Closing Date, certifying as to the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each Loan Party, the good standing, existence or its equivalent of each Loan Party in its jurisdiction of incorporation or organization and of the incumbency (including specimen signatures) of the Responsible Officers of each Loan Party.

Solvency Certificate. The Administrative Agent shall have received a Solvency Certificate signed by a Responsible Officer of the Borrower as to the financial condition, solvency and related matters of the Borrower and its Subsidiaries, after giving effect to the initial Borrowings under the Loan Documents and the other transactions contemplated hereby.

Accountants’ Certificate. Concurrently with the delivery of the financial statements referred to in Section 6.01(a) (commencing with the delivery of the financial statements for the fiscal year ended January 31, 2019), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default or, if any such Default shall exist, stating the nature and status of such event.

Compliance Certificate. Concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) commencing with the delivery of the financial statements for the fiscal quarter ended October 31, 2019, a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller which is a Responsible Officer of the Borrower. Unless the Administrative Agent or a Lender requests executed originals, delivery of the Compliance Certificate may be by electronic communication including fax or email and shall be deemed to be an original and authentic counterpart thereof for all purposes.

Insurance Certificate. Seller shall have received an insurance certificate evidencing coverage required under [Section 12(h)] of this Agreement, which is acceptable to Seller and covers the Seller Indemnitees; and