This template officer’s certificate may be delivered by an issuer to the initial purchasers as a closing requirement pursuant to the purchase agreement for an unregistered offering of debt securities in reliance on Rule 144A (17 C.F.R. § 230.144A) and/or Regulation S under the Securities Act of 1933, as amended. This template includes practical guidance and drafting notes. The certificate serves as the issuer’s attestation that it remains in compliance with material terms of the purchase agreement, as required by such agreement, and also serves as part of the initial purchasers’ bring down due diligence. The statements contained in the certificate should be conformed to the applicable requirements of the purchase agreement. For additional information on Rule 144A / Regulation S offerings, see Rule 144A / Regulation S Offerings Resource Kit, and Rule 144A Transactions. For an overview of documents required in a Rule 144A / Regulation S offering, see Rule 144A and Regulation S Debt ...