Closing Certificate; Certified Articles of Incorporation; Good Standing Certificates, etc. The Administrative Agent shall have received a certificate of each Obligor, dated the Eighth Amendment Effective Date, in form and substance satisfactory to the Administrative Agent, with appropriate attachments, including (A) copies of the Organic Documents of each Obligor certified by the relevant authority of the jurisdiction of organization of such Obligor or stating with respect to Obligors for whom Organic Documents have previously been delivered to the Administrative Agent that such Organic Documents remain in full force and effect and have not been amended or modified (or to the extent of any amendment or modification, attaching copies of such amendments or modification), (B) a long form good standing certificate, certificate of status or certificate of limited partnership or limited liability company, as applicable (in each case, if available in such jurisdiction), for each Obligor from its jurisdiction of organization, (C) resolutions of its board of directors or other appropriate governing body with respect to the authorization of the Borrower or such Obligor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in this Amendment and the other Loan Documents, (D) a list of the officers of the Borrower or such Obligor (y) who are authorized to sign the Loan Documents to which the Borrower or such Obligor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with the Credit Agreement and the transactions contemplated thereby, together with specimen signatures of such Authorized Officers, and (E) in the case of the certificate of the Borrower, a true and complete copy of the EPL Acquisition Agreement. The Administrative Agent and the Lenders may conclusively rely on such certificates until the Administrative Agent receives notice in writing from the Borrower to the contrary.
