Extract to table

All bracketed fields must be completed prior to execution

Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement

] Section 2 — Bring-Down of Representations and Warranties The undersigned hereby certifies that each of the representations and warranties of the Company contained in Article [__] of the Agreement (collectively, the "Company Representations") is true and correct in all material respects as of the date hereof (the "Closing Date"), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date; provided, however, that any Company Representation that by its terms speaks as of a specific date or period shall be true and correct in all material respects only as of such specified date or period

For the avoidance of doubt, and consistent with Section [__] of the Agreement, any Company Representation that is qualified by its terms by reference to "materiality," "Material Adverse Effect," or similar qualifications shall be true and correct in all respects (and not merely in all material respects) as of the Closing Date (or as of such earlier specified date, as applicable), it being understood that the materiality qualification contained in the preceding paragraph shall not apply to Company Representations that are already so qualified, such that no "double materiality" standard shall be applied in evaluating the accuracy of such Company Representations for purposes of this Certificate

In the event of any conflict or inconsistency between the terms of this Certificate and the terms of the Agreement, the terms of the Agreement shall control and govern

This Certificate may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument