Common use of Corporate Documents Clause in Contracts

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the case may be, of such party as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of such party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer of such party executing any Fundamental Document (such certificate to contain a certification by another officer of such party as to the incumbency and signature of the officer signing the certificate referred to in this clause (iv)); and (v) such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, duly certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) an Officer of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) to the extent available, a certificate of the Secretary of State or other appropriate governmental official of such each Credit Party’s jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental officialParty; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary an Officer of each Credit Party, dated the Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the by-laws laws, articles or limited liability company agreement, as the case may be, of such party as in effect on the date of such certification; ; (B) that attached thereto is a true and complete copy of the resolutions adopted by the Board board of Directors directors or equivalent body of such party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged SecuritiesCollateral, and in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions have not been amended, rescinded rescinded, supplemented or supplemented otherwise modified and are currently in effect; ; (C) either (I) that the certificate of incorporation or organization or other similar organizational document of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) aboveabove or (II) that attached thereto is a true and complete copy of such certificate or other organizational document including all amendments thereto; and and (D) as to the incumbency and specimen signature of each officer of such party executing any Fundamental Document Document; (such iv) without prejudice to paragraph (iii) above, a certificate to contain of an Officer of each Credit Party incorporated in Luxembourg (including, but not limited to, the Luxembourg Guarantors), dated the Closing Date and certifying: (A) that attached thereto are true and complete copies of (i) an excerpt (extrait) from the Luxembourg Trade and Companies Register (Registre de commerce et des sociétés Luxembourg) and (ii) a certification by another officer certificate of non-registration of a judicial or administrative decision (certificat de noninscription d’une décision judiciaire ou administrative) from the Register of Insolvency of Luxembourg (Registre de L’Insolvabilité, Luxembourg), in respect of such party as Credit Party incorporated in Luxembourg dated 1 Business Day prior to the incumbency and signature of Closing Date; (B) that borrowing, guaranteeing or securing, as appropriate, the officer signing the certificate referred Obligations would not cause any borrowing, guaranteeing, securing or similar limit binding on that Credit Party incorporated in Luxembourg to in this clause (iv))be exceeded; and (vC) that, in respect of such additional supporting documents as the Administrative Agent Credit Party incorporated in Luxembourg, (i) no corporate action, legal proceeding or its counsel other procedure or step is taken in relation to (a) bankruptcy (faillite), suspension of payments (sursis de paiement), voluntary or judicial liquidation (liquidation volontaire ou judiciaire) or administrative dissolution without liquidation (dissolution administrative sans liquidation) proceedings, any judicial reorganisation (réoganisation judiciaire), reorganisation by amicable agreement (réorganisation par accord amiable), general settlement with creditors, reorganisation or any Lender may reasonably requestother similar proceedings, measures and regimes affecting the rights of creditors generally, and/or (b) no application has been made by it or, as far as it is aware by any other entitled person for the appointment of a administrateur provisoire, administrateur ad hoc, juge délégué, expertvérificateur, commissaire, juge-commissaire, liquidateur, curateur, mandataire de justice, conciliateur d’entreprise or similar officer pursuant to any insolvency or similar proceedings and/or (ii) it is not in a state of cessation of payments (cessation de paiements), and has not lost its creditworthiness (ébranlement de crédit) (the “Lux Insolvency Proceedings”).

Corporate Documents. The Administrative Agent shall have receivedreceived the Additional Subsidiary Guarantor Guarantee Agreement substantially in the form of Exhibit C-4 hereto and executed by a duly authorized officer of such Additional Subsidiary Guarantor, with copies for and each of the Lenders: following, in form and substance satisfactory to the Administrative Agent, (i) a copy copies of the articles of incorporation (or the equivalent thereof) of such Additional Subsidiary Guarantor, together with all amendments thereto, and a certificate of incorporation good standing (or the equivalent thereof), each certified by the appropriate governmental officer in its jurisdiction of organization, as well as any other organizational document of each Credit Partyinformation required by the USA PATRIOT ACT, as determined by the Administrative Agent, (ii) copies, certified on a recent by the secretary or assistant secretary (or equivalent thereof) of the Additional Subsidiary Guarantor, of its by-laws (or the equivalent thereof) and of its board of directors’ (or the equivalent thereof) resolutions and resolutions or actions of any other body authorizing the execution of the Additional Subsidiary Guarantor Guarantee Agreement, and (iii) such other documents and certificates as the Administrative Agent or its counsel may reasonably request, each of which shall be certified as of the date of the effective date of such designation as complete and correct copies thereof by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) an Assistant Secretary of such Credit Party's jurisdiction of incorporation or Additional Subsidiary Guarantor relating to (A) the organization, as the case may be; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, existence and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit PartyAdditional Subsidiary Guarantor, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the case may be, of such party as in effect on the date of such certification; (B) that attached thereto is a true and complete copy the authorization of the resolutions adopted by the Board of Directors of such party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required Additional Subsidiary Guarantor or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged SecuritiesAdditional Subsidiary Guarantor Guarantee Agreement, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer of such party executing any Fundamental Document (such certificate to contain a certification by another officer of such party as to the incumbency and signature of the officer each individual signing the certificate referred to in this clause (iv)); and (v) Additional Subsidiary Guarantor Guarantee Agreement on behalf of such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably request.Additional Subsidiary Guarantor;

Corporate Documents. The Administrative Agent shall have received, with copies for each of in form and substance satisfactory to the Lenders: Administrative Agent, (i) a copy an assumption agreement duly executed by such Additional Borrower (“Additional Borrower Assumption Agreement”), pursuant to which such Additional Borrower agrees to be bound by the terms hereof as an Additional Borrower and by the terms of the articles or certificate of incorporation or other organizational document of each Credit PartyGuarantee Agreement as a guarantor thereunder, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a consent and confirmation from each Loan Party with respect to such Additional Borrower and the obligations of such Loan Party under the Loan Documents after the effectiveness of the Additional Borrower Assumption Agreement, (iii) copies of the articles of incorporation (or the equivalent thereof) of such Additional Borrower, together with all amendments thereto, and a certificate of good standing (or the Secretary of State or other equivalent thereof), each certified by the appropriate governmental official of such officer in its jurisdiction of incorporation or organization, dated as well as any other information required by the USA PATRIOT ACT, as determined by the Administrative Agent, (iv) copies, certified by the secretary or assistant secretary (or equivalent thereof) of the Additional Borrower, of its by-laws (or the equivalent thereof) and of its board of directors’ (or the equivalent thereof) resolutions and resolutions or actions of any other body authorizing the execution of the Additional Borrower Assumption Agreement and the other Loan Documents to which such Additional Borrower is a recent date as to the good standing ofparty, and (to v) such other documents and certificates as the extent available) payment of taxes byAdministrative Agent or its counsel may reasonably request, each Credit Party of which certificate lists shall be certified as of the charter documents on file in date of initial Loan Event with respect to such Additional Borrower as complete and correct copies thereof by the office Secretary or an Assistant Secretary of such Secretary of State or other appropriate governmental official; Additional Borrower relating to (iiiA) a certificate dated as of a recent date as to the organization, existence and good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit PartyAdditional Borrower, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the case may be, of such party as in effect on the date of such certification; (B) that attached thereto is a true and complete copy the authorization of the resolutions adopted by the Board of Directors of such party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunder, the grant Additional Borrower of the security interests in the Collateral and the Pledged Securitieseach Loan Document to which it is to become a party, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer of such party executing any Fundamental Document (such certificate to contain a certification by another officer of such party as to the incumbency and signature of the officer each individual signing the certificate referred to in this clause (iv)); and (v) any Loan Document on behalf of such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably request.Additional Borrower;

Corporate Documents. The Administrative Agent shall have receivedfollowing documents, with copies for each of the Lenderscertified as indicated below: (i) a copy of the articles charters or certificate similar organizational documents, as amended and in effect, of incorporation or other organizational document the Company and of each Credit Party, Material Subsidiary certified on as of a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside of the United States) of such Credit Party's jurisdiction of its incorporation or organizationformation and by the Applicable Insurance Regulatory Authority, if any, as the case may be; (ii) , and a certificate of the Secretary of State or other appropriate governmental official of from such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate respective authorities dated as of a recent date as to the good standing of each Credit Party issued and charter documents or other organizational documents filed by the Secretary of State or other appropriate governmental official of each jurisdiction in which Company and by such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) heretoMaterial Subsidiary; (ivii) a certificate of the Secretary or an Assistant Secretary of each Credit Partythe Company, dated the Closing Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, operating agreement of the Company and of each Material Subsidiary as the case may be, of such party as amended and in effect at all times from the date on which the resolutions referred to in clause (B) were adopted to and including the date of such certification; certificate, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board board of Directors directors of such party the Company authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Basic Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case extensions of the Borrowers, the borrowings credit hereunder, and that such resolutions have not been amendedmodified, rescinded or supplemented amended and are currently in full force and effect; , (C) that the certificate charters or similar organizational documents of incorporation or organization of such party has the Company and the Material Subsidiaries have not been amended since the date of the last amendment certification thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause subparagraph (i) above; , and (D) as to the incumbency and specimen signature of each officer of such party the Company executing any Fundamental Document the Basic Documents and each other document to be delivered by the Company from time to time in connection therewith (and the Administrative Agent and each Bank may conclusively rely on such certificate to contain until it receives notice in writing from the Company); and (iii) a certification by certificate of another officer of such party the Company as to the incumbency and specimen signature of the officer signing the certificate referred to in this clause (iv)); and (v) such additional supporting documents Secretary or Assistant Secretary, as the Administrative Agent or its counsel or any Lender case may reasonably requestbe, of the Company.

Corporate Documents. The Administrative Agent shall have receivedfollowing documents, with copies for each of the Lenderscertified as indicated below: (i) a copy of the articles or certificate charter, as amended and in effect, of incorporation or other organizational document the Company certified as of each Credit Party, certified on a recent date by the Secretary of State of the State of Delaware (or other appropriate governmental official or, if there have been no modifications to such party is organized outside charter from the United States) of such copy thereof delivered by the Company pursuant to the Existing Credit Party's jurisdiction of incorporation or organizationAgreement, as the case may be; (ii) a certificate of the Secretary or an Assistant Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as the Company to the good standing ofthat effect), and (to the extent available) payment of taxes by, each Credit Party which a certificate lists the charter documents on file in the office of from such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued and charter documents filed by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) heretoCompany; (ivii) a certificate of the Secretary or an Assistant Secretary of each Credit Partythe Company, dated the Closing Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, of the Company as the case may be, of such party as amended and in effect at all times from the date on which the resolutions referred to in clause (B) below were adopted to and including the date of such certification; certificate (or if there have been no modifications to such by-laws from the copy thereof delivered by the Company pursuant to the Existing Credit Agreement, a certificate of the Secretary or an Assistant Secretary of the Company to that effect), (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board board of Directors directors of such party the Company authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party amendment and any other documents required or contemplated hereunder or thereunder, the grant restatement of the security interests in Existing Credit Agreement and such other of the Collateral Basic Documents to which the Company is or is intended to be a party and the Pledged Securities, and in the case extensions of the Borrowers, the borrowings credit hereunder, and that such resolutions have not been amendedmodified, rescinded or supplemented amended and are currently in full force and effect; , (C) that the certificate charter of incorporation or organization of such party the Company has not been amended since the date of the last amendment certification thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; , and (D) as to the incumbency and specimen signature of each officer of the Company executing the amendment and restatement of the Existing Credit Agreement and such other of the Basic Documents to which the Company is intended to be a party executing any Fundamental Document and each other document to be delivered by the Company from time to time in connection therewith (and the Administrative Agent and each Lender may conclusively rely on such certificate until it receives notice in writing from the Company to contain the contrary); and (iii) a certification by certificate of another officer of such party the Company as to the incumbency and specimen signature of the officer signing the certificate referred to in this clause (iv)); and (v) such additional supporting documents Secretary or Assistant Secretary, as the Administrative Agent or its counsel or any Lender case may reasonably requestbe, of the Company.

Corporate Documents. The Administrative Agent shall have received, with copies for each of in form and substance satisfactory to Lenders and their respective counsel, the Lendersfollowing: (ia) a A certified copy of the articles or certificate records of incorporation or other organizational document all actions taken by each of Borrower and Guarantor, including all corporate resolutions of each Credit Partyof Borrower and Guarantor authorizing or relating to the execution, certified on a recent date by delivery and performance of the Secretary Loan Documents and the consummation of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may betransactions contemplated hereby and thereby; (iib) a A certificate of a Responsible Officer each of Borrower and Guarantor, respectively, certifying that (i) the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate certified copies of the Secretary Certificate of each Credit Party, dated the Closing Date Incorporation and certifying (A) that attached thereto is a true and complete copy Bylaws of the by-laws Borrower or limited liability company agreementGuarantor, as the case may be, attached as Exhibits A and B to the Certificate of such party Assistant Secretary of American Finance Group, Inc. dated as in effect on of May 30, 1996, and the date Certificate of such certification; (B) that attached thereto is a Assistant Secretary of PLM International, Inc. dated as of November 5, 1996, as the case may be, are true and complete copy of the resolutions adopted by the Board of Directors of such party authorizing the executionaccurate, delivery remain in full force and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party effect and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; (C) that the certificate of incorporation or organization of such party has not been amended since the respective date thereof, and (ii) each of Borrower and Guarantor are in good standing under the laws of the last amendment thereto indicated on the certificates state of its formation and each other jurisdiction where its ownership of Property and assets or conduct of its business requires such qualification; (c) A certificate of the Secretary secretary or assistant secretary of State or other appropriate governmental official furnished pursuant to clause AFG Credit Corporation, certifying that (i) above; the certified copies of the Certificate of Incorporation and Bylaws of AFG Credit Corporation, attached as Exhibits A and B thereto, are true and accurate, remain in full force and effect and have not been amended since the respective date thereof, and (Dii) AFG Credit Corporation is in good standing under the laws of the state of its formation and each other jurisdiction where its ownership of Property and assets or conduct of its business requires such qualification; (d) A certificate of Borrower (executed by a Responsible Officer thereof), as the servicer for and behalf of the AFG Master Trust, and by AFG Credit Corporation (executed by the secretary or assistant secretary thereof) as the transferor for and on behalf of the AFG Master Trust, certifying that attached to the incumbency and specimen signature of each officer of such party executing any Fundamental Document (such certificate to contain is a certification by another officer of such party as to the incumbency true and signature accurate copy of the officer signing AFG Master Trust Agreement, as amended through the certificate referred to Closing Date, which remains in this clause (iv))full force and effect; and (ve) such additional supporting Such other documents relating to Borrower or Guarantor as the Administrative Agent or its counsel or any Lender Lenders reasonably may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Assistant Secretary of each Credit Party, Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws certificate or limited liability company agreementarticles of incorporation or other constitutive documents, including all amendments thereto certified as of a recent date by the case Secretary of State (or like official) of the jurisdiction of its organization (if such document is of a type that may bebe so certified), of such party as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of the bylaws or other organizational documents of each Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (C) below, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other governing body of such party person authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderperson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions have not been amendedmodified, rescinded or supplemented amended and are currently in full force and effect; (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and , (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document person (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing Secretary or Assistant Secretary executing the certificate referred to in this clause (ivi)); (ii) a long form certificate as to the good standing of each Loan Party as of a recent date, from the Secretary of State (or like official) of the jurisdiction of its organization, to the extent such certificates or their equivalent are issued by such jurisdiction; and (viii) such additional supporting other documents as the Administrative Agent Agent, the Issuing Bank or its counsel or any Lender the Lenders may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document certificate of limited partnership (or equivalent document) of each Credit Party, certified on a recent date (not more than five (5) Business Days prior to the Closing Date) by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) relevant office of such Credit Party's Person’s jurisdiction of incorporation or organization, as the case may be; (ii) from each jurisdiction in which it is available, a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date (not more than five (5) Business Days prior to the Closing Date) as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party Party, which certificate lists (if available) the charter documents on file in the office of such Secretary of State or other appropriate governmental officialState; (iii) from each jurisdiction in which it is available, a certificate dated as of a recent date (not more than five (5) Business Days prior to the Closing Date) as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official relevant office of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) 3.1 hereto; (iv) a certificate of the Secretary, Assistant Secretary or other appropriate officer acceptable to the Administrative Agent of each Credit Party, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws laws, articles of organization, partnership agreement (or limited liability company agreement, as the case may be, equivalent document) of such party as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of the resolutions adopted by the Board board of Directors directors (or equivalent body) of such party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party Party, as applicable, and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged SecuritiesCollateral, and in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; (C) that the articles, certificate of incorporation or organization certificate of limited partnership (or equivalent document) of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official office furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer of such party executing any Fundamental Document (such certificate to contain a certification by another officer of such party as to the incumbency and signature of the officer signing the certificate referred to in this clause (iv))) and (E) that all copies or originals of documents delivered pursuant to this Section 4.1 are true, correct and complete; and (v) an organizational chart of the Borrower and its subsidiaries reflecting the organizational structure of such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably requestentities.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State secretary, assistant secretary or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and managing director (to the extent availablewhere applicable) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Loan Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the by-laws or limited liability company agreement, as the case may be, constitutional documents) of such party Loan Party certified (to the extent customary in the applicable jurisdiction) as in effect on of a recent date by the date Secretary of such certification; State (or equivalent Governmental Authority) of the jurisdiction of its organization, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors and/or shareholders, as applicable, of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderperson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions resolutions, or any other document attached thereto, have not been amendedmodified, rescinded rescinded, amended or supplemented superseded and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary, assistant secretary or managing director executing the certificate referred to in this clause (i), and other customary evidence of incumbency) and (D) that the borrowing, guarantee, or granting of Liens with respect to the Loans or any of the other Secured Obligations would not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded; (ii) a certificate as to the good standing (where applicable, or such other customary functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); (iii) evidence that the records of the applicable Loan Parties at the United Kingdom Companies House and each other relevant registrar of companies (or equivalent Governmental Authority) in the respective jurisdictions of organization of the Loan Parties are accurate, complete and up to date and that the latest relevant accounts have been duly filed, where applicable; (iv))) if relevant, evidence that each Irish Guarantor has done all that is necessary to follow the procedures set out in Sub-Sections (2) and (11) of section 60 of the Companies ▇▇▇ ▇▇▇▇ of Ireland in order to enable it to enter into the Loan Documents; (v) a copy of the constitutional documents of any Person incorporated in Ireland whose shares are subject to security under any Security Document, together with any resolutions of the shareholders of such Person adopting such changes to the constitutional documents of that Person to remove any restriction on any transfer of shares or partnership interests (or equivalent) in such Person pursuant to any enforcement of any such Security Document; (vi) evidence that each of the Loan Parties are members of the same group of companies consisting of a holding company and its subsidiaries for the purposes of Section 155 of the Companies ▇▇▇ ▇▇▇▇ of Ireland and Section 35 of the Companies ▇▇▇ ▇▇▇▇ of Ireland; (vii) up-to date certified copy of the constitutional documents (e.g., for a German GmbH: Handelsregisterauszug, Gesellschaftsvertrag, Gesellschafterliste) for each German Loan Party; and (vviii) such additional supporting other documents as the Lenders, the Initial Issuing Bank or the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each received a certificate of the Lenderssecretary or assistant secretary (or equivalent) of each Loan Party certifying (x) as to the incumbency and genuineness of the signature of each officer of such Loan Party executing this Amendment and any other Loan Documents executed in connection herewith and (y) that: (i) a copy attached thereto are true, correct and complete copies of (A) the articles or certificate of incorporation or other organizational document similar charter documents of each Credit Partysuch Loan Party and, certified on as of a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's Governmental Authority in its jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to B) the extent available) payment of taxes by, each Credit Party which certificate lists the charter bylaws or operating agreement or similar governing documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Loan Party, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the in each case may be, of such party as in effect on the date hereof (or, in each case, there have been no changes to such Loan Party’s articles of such certification; incorporation or similar charter documents or bylaws, operating agreement or similar governing documents delivered to the Administrative Agent on the Effective Date); (Bii) that attached thereto is a true true, correct and complete copy of the resolutions duly adopted by the Board of Directors of such party each Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental this Amendment and such other Loan Documents executed by in connection herewith to which such Credit Loan Party and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer of such party executing any Fundamental Document (such certificate to contain is a certification by another officer of such party as to the incumbency and signature of the officer signing the certificate referred to in this clause (iv))party; and (viii) attached thereto is a certificate, as of a recent date, of the good standing of each Loan Party under the laws of its jurisdiction of organization (or equivalent) (to the extent such additional supporting documents as concept exists in such jurisdiction with respect to the Administrative Agent or its counsel or any Lender may reasonably requestapplicable type of entity) and a certificate of the relevant taxing authorities of such jurisdictions, if available, certifying that such Person has filed required tax returns and owes no delinquent taxes (to the extent such certificates are issued by a Governmental Authority in such jurisdiction).

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: received (i) a copy of the certificate or articles or certificate of incorporation (or other analogous organizational document document), including all amendments thereto, of the Company, each Credit Partyother Borrower and each Domestic Subsidiary of the Company, certified on as of a recent date by the Secretary of State of the state of its organization (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organizationor, as in the case may be; of the UK Borrower, by a Responsible Officer thereof), and a certificate as to the good standing of the Company and each of its Domestic Subsidiaries as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Assistant Secretary of each Credit Party, Borrower and each Domestic Subsidiary of the Company dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreementagreement (or other analogous governing document) of such Borrower or Domestic Subsidiary, as the case may be, of such party as in effect on the Closing Date and at all times since a date prior to the date of such certification; the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors or Management Committee (or, if applicable, other analogous governing body) of such party Borrower or Domestic Subsidiary, as the case may be, authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Recapitalization Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderPerson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowersa Borrower, the borrowings hereunder, and that such resolutions have not been amendedmodified, rescinded or supplemented amended and are currently in full force and effect; , (C) that the certificate or articles of incorporation (or organization other analogous organizational document) of such party has Borrower or such Domestic Subsidiary, as the case may be, have not been amended since the date of the last amendment thereto indicated shown on the certificates certificate of the Secretary of State or other appropriate governmental official good standing furnished pursuant to clause (i) above; , and (D) as to the incumbency and specimen signature of each officer of the Borrower or such party Domestic Subsidiary executing any Fundamental material Recapitalization Document or any other document delivered in connection herewith on behalf of such Borrower or Domestic Subsidiary, as the case may be; (such iii) a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing Secretary or Assistant Secretary executing the certificate referred pursuant to in this clause (ii) above; and (iv)); and (v) such additional supporting other documents as the Administrative Agent Agent, the Lenders, the Issuing Bank or its ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel or any Lender for the Agent, may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Assistant Secretary of each Credit Party, Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws certificate or limited liability company agreementarticles of incorporation or other constitutive documents, including all amendments thereto certified as of a recent date by the case may beSecretary of State of the state of its organization (except that the constitutive documents of BearingPoint Guam, of such party as in effect on the date of such certification; LLC need not be certified), (B) that attached thereto is a true and complete copy of the by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (C) below, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderPerson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amendedmodified, rescinded or supplemented amended and are currently in full force and effect; (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and , (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing Secretary or Assistant Secretary executing the certificate referred to in this clause (ivi)); (ii) a long form certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (except that, in the case of BearingPoint Guam, LLC, such good standing certificate shall be delivered within 30 days after the Closing Date); (iii) to the extent requested by any Lender, such documentation and other information as to any Loan Party that any Lender is required to obtain by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act; and (viv) such additional supporting other documents as the Lenders, the Issuing Bank or the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary secretary or assistant secretary of State or other appropriate governmental official each Loan Party (or, in the case of such jurisdiction of incorporation or organizationan Australian Loan Party, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file director or in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as case of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(apartnership, a designated member) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and Date, certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the case may be, each Organizational Document of such party Loan Party certified (to the extent applicable) as in effect on of a recent date by the date Secretary of such certificationState of the state of its organization; (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors (or any other corporate body of such party Loan Party which is authorized under such Loan Party’s Organizational Documents or by any applicable Requirements of Law to resolve on the following matters) authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderPerson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amendedmodified, rescinded or supplemented amended and are currently in full force and effect; (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (DC) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary or assistant secretary executing the certificate referred to in this clause (ivi)); (ii) with respect to any Persons organized, formed or incorporated in any state of the United States, and to the extent applicable in the relevant jurisdiction for any Non-U.S. Entities, a certificate as to the good standing of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority) and a “bring-down” good standing dated on or about the Closing Date; and (viii) such additional supporting other documents as the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, duly certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) an Officer of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) to the extent available, a certificate of the Secretary of State or other appropriate governmental official of such each Credit Party’s jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental officialParty; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary an Officer of each Credit Party, dated the Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the by-laws laws, articles or limited liability company agreement, as the case may be, of such party as in effect on the date of such certification; ; (B) that attached thereto is a true and complete copy of the resolutions adopted by the Board board of Directors directors or equivalent body of such party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged SecuritiesCollateral, and in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions have not been amended, rescinded rescinded, supplemented or supplemented otherwise modified and are currently in effect; ; (C) either (I) that the certificate of incorporation or organization or other similar organizational document of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) aboveabove or (II) that attached thereto is a true and complete copy of such certificate or other organizational document including all amendments thereto; and and (D) as to the incumbency and specimen signature of each officer of such party executing any Fundamental Document (such certificate to contain a certification by another officer of such party as to the incumbency and signature of the officer signing the certificate referred to in this clause (iv)); and (v) such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably request.Document;

Corporate Documents. The Administrative Agent Purchasers shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document articles of organization, as applicable, of each Credit Loan Party, including all amendments thereto, certified on as of a recent date by the Secretary an appropriate public official of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's its jurisdiction of incorporation and a certificate as to the good standing or organization, as the case may beexistence of such party in such jurisdiction; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate Responsible Officer of the Secretary of Company and each Credit Party, other Loan Party dated the Closing Date and certifying (A) that attached thereto is a true correct and complete copy of the by-laws or limited liability company agreement, as the case may be, each Organizational Document of such party as in effect on the Closing Date and at all times since a date prior to the date of such certification; the resolutions described in the following clause (B), (if applicable), (B) that attached thereto is a true correct and complete copy of the resolutions duly adopted by the Board board of Directors directors (or general and/or limited partners) of such party party, authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunderTransaction Documents, the grant sale of the security interests in Securities hereunder, the granting of Liens pursuant to the Collateral Agreements and the Pledged Securitiesother transactions contemplated hereby and thereby, and in the case of the Borrowersas applicable, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; (C) that the certificate of incorporation (or organization articles of organization) of such party has not been amended since the date of the last amendment thereto indicated shown on the certificates certificate of the Secretary of State good standing or other appropriate governmental official existence furnished pursuant to clause (i) above; , and (D) as to the incumbency and specimen signature of each officer of such party executing who shall execute any Fundamental Transaction Document or any other document delivered in connection herewith; (such iii) a certificate to contain of a certification by another officer Responsible Officer of such party each Loan Party as to the incumbency and specimen signature of the officer signing Responsible Officer executing the certificate referred pursuant to in this clause (ii) above; (iv))) a certificate from the Secretary of State of each state in the United States of America in which each Loan Party is required to be qualified to do business as a foreign corporation, certifying as to such qualification and such party's good standing in such state or province; and (v) such additional supporting other documents as the Administrative Agent Purchasers or its O'Su▇▇▇▇▇▇ ▇▇▇ev & Karabell, LLP, counsel or any Lender to the Purchasers, may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document certificate of limited partnership (or equivalent document) of the Parent and each member of the Credit PartyGroup, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) relevant office of such Credit Party's Person’s jurisdiction of incorporation or organization, as the case may be; (ii) from each jurisdiction in which it is available, a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, the Parent and each member of the Credit Party Group which certificate lists (if available) the charter documents on file in the office of such Secretary of State or other appropriate governmental officialState; (iii) from each jurisdiction in which it is available, a certificate dated as of a recent date as to the good standing of the Parent and each member of the Credit Party Group issued by the Secretary of State or other appropriate governmental official relevant office of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) 3.1 hereto; (iv) a certificate of the Secretary, Assistant Secretary or other appropriate officer acceptable to the Administrative Agent, of the Parent and each member of the Credit PartyGroup, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws laws, articles of organization, partnership agreement (or limited liability company agreement, as the case may be, equivalent document) of such party as in effect on the date of such certification; (B) in the case of the Parent and each of the Credit Parties, that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors (or equivalent body) of such party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by the Parent or such Credit Party Party, as applicable, and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged SecuritiesCollateral, and in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; (C) that the articles, certificate of incorporation or organization certificate of limited partnership (or equivalent document) of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official office furnished pursuant to clause (i) above; and (D) in the case of the Parent and each of the Credit Parties, as to the incumbency and specimen signature of each officer of such party executing any Fundamental Document (such certificate to contain a certification by another officer of such party as to the incumbency and signature of the officer signing the certificate referred to in this clause (iv)); and (v) such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent Lender shall have receivedreceived the following (each to be properly executed and completed), with copies for each of in form and substance satisfactory to the LendersLender: (i) a copy the opinion of ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, legal counsel to the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may beCapri Parties; (ii) a certificate copy of the Secretary organizational documents of State each of the Capri Companies, certified by the proper officer of each such Capri Company or other appropriate governmental official of such jurisdiction of incorporation or organizationthe General Partner, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental officialapplicable; (iii) copies of resolutions of the applicable boards of directors or managers of the Capri Companies authorizing the execution and delivery of the respective Transaction Documents to which each of them is a certificate dated as party, certified by officers or managers of a recent date as the Capri Companies, and of all other legal documents or proceedings taken by the Capri Companies in connection with the execution and delivery of the Transaction Documents to the good standing of each Credit Party issued by extent the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) heretoLender may reasonably request; (iv) a certificate of the Secretary an officer or manager of each Credit Partyof the following Persons, each dated the Closing Date Date, certifying the names and certifying true signatures of the incumbent officers or comparable authorized Persons of such Person, authorized to sign, on behalf of such Person and any of the other Capri Parties, as applicable, the Transaction Documents to which such Person or such other Capri Party, as applicable, is a party and each other document to be delivered by such Person or such other Capri Party, as applicable, from time to time in connection with the Transaction Documents (and the Lender may conclusively rely on such certificate as to the continuing status of such individuals as authorized signatories of such Person or such other Capri Party, as applicable, until it receives notice in writing to the contrary from such Person): (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the case may be, of such party as in effect on the date of such certification; CCLP; (B) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of such party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; CAI; (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and Capri Holdings; (D) as to Associates; (E) Finance; (F) the incumbency and specimen signature of each officer of such party executing any Fundamental Document General Partner; (such certificate to contain a certification by another officer of such party as to the incumbency and signature of the officer signing the certificate referred to in this clause (iv))G) CRC; and (H) CCA (v) such additional supporting documents a certificate of an officer of the General Partner and an officer of CAI certifying as of the Administrative Agent or its counsel Closing Date that (A) each of the representations and warranties made by the Capri Parties (or any Lender may reasonably requestof them) in the Transaction Documents are true and correct as of the Closing Date, (B) no Default or Event of Default shall have occurred and be continuing, and (C) all of the conditions set forth herein have been satisfied as of the Closing Date.

Corporate Documents. The Administrative Agent shall have receivedreceived an officer’s certificate from each Credit Party and the Sponsor, with copies for each signed by an Authorized Officer of such Credit Party or the Sponsor, as applicable, dated as of the LendersSeries B Closing Date, certifying: (i) that attached to such certificate is, as applicable, a true and complete copy of the articles one or certificate more certificates of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United Statesits jurisdictional equivalent, as applicable) of such Credit Party's the jurisdiction of incorporation formation of such Person, dated reasonably near Series B Financial Close certifying (A) as to a true and correct copy of the certificate of formation of such Person and each amendment thereto on file in such Secretary of State’s office (or organizationits jurisdictional equivalent, as applicable) and (B) that (1) such amendments are the case may beonly amendments to such Person’s Organic Documents on file in such Secretary of State’s office (or its jurisdictional equivalent, as applicable) and (2) such Person is duly incorporated or formed, as applicable, and in good standing or presently subsisting under the laws of the applicable jurisdiction of formation; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and certifying (A) that attached thereto to such certificate is a true and complete copy of the by-laws or limited liability company agreementOrganic Documents of such Person including, as applicable, evidence of registration thereof in the case may be, public registry corresponding to the corporate domicile of such party as in effect on the date of such certification; Person; (Biii) that attached thereto to such certificate is a true and complete copy of the valid resolutions adopted from the board of directors, managers, shareholders or members, and any other necessary corporate or other applicable authorizations and consents duly authorizing or ratifying: (A) the financing and other transactions contemplated by the Board of Directors of such party authorizing the executionthis Agreement and (B) its execution of, delivery of and performance under each Finance Document to which it is or is to be party as of the Series B Closing Date and each other document or instrument required to be executed and delivered by it in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required provisions hereof or contemplated hereunder or thereunderthereof, the grant of the security interests in the Collateral and the Pledged Securities, and in the case granting of the Borrowers, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effectany necessary powers of attorney; and (Civ) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant attached to clause (i) above; and (D) as to the incumbency and specimen signature of each officer of such party executing any Fundamental Document (such certificate to contain is a certification by another officer true and complete copy of such party as to the incumbency and signature of such Person authorized to execute and deliver on its behalf the officer signing Finance Documents to which it is or is to be a party and any other documents in connection with the certificate referred to in this clause (iv)); and (v) such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably requesttransactions contemplated hereby and thereby.

Corporate Documents. The Administrative Agent shall have receivedreceived from the Borrower the following documents, with copies for each of the Lenderscertified as indicated below: (i) a copy of the articles or certificate of incorporation or other organizational document Organic Documents of each Credit PartyLoan Party together with any amendments thereto, and, to the extent applicable, certified on as of a recent date by the Secretary of State (of Delaware or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iiiii) a certificate dated as copy of a recent date certificate as to the good standing (where available) of, and payment of franchise Taxes by, each Credit Party Loan Party, from the Secretary of State of Delaware or such other equivalent Governmental Authority in the jurisdiction where such Person is organized, and, in the case of the Borrower, a Certificate of Fact issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto;the State of Texas; and (iviii) a certificate of each Loan Party in form and substance reasonably satisfactory to the Secretary Administrative Agent dated as of each Credit Party, dated the Closing Date and executed by an Authorized Officer thereof certifying (A) that attached thereto is a true and complete copy of as to the by-laws or limited liability company agreement, as the case may be, Organic Documents of such party as in effect on Person and that such Organic Documents have not been amended since the date certificated by the Secretary State of Delaware or such certificationother appropriate governmental official; (B) that attached thereto to such certificate is a true true, correct and complete copy of the resolutions duly adopted by the Board its board of Directors of such party directors or other appropriate authorizing body or Person, authorizing and, ratifying, the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party Person is or is intended to be a party and any such other documents required or contemplated hereunder or thereunder, acts and things necessary for the grant consummation of the security interests in transactions contemplated by the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, Loan Documents to which such Person is or is intended to be a party and that such resolutions have not been amendedmodified, rescinded or supplemented amended and are currently in full force and effect; (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (DC) as to the incumbency and specimen signature of each officer officer, member or partner (as applicable) of such Person executing the Loan Documents to which such Person is or is intended to be a party executing any Fundamental Document (and each other document delivered by such certificate Person from time to contain a certification by another officer of such party as time pursuant to the incumbency and signature of the officer signing the certificate referred to in this clause (iv)); and (v) such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably requestterms thereof.

Corporate Documents. The Administrative Agent shall have received, with copies for received each of the Lendersfollowing, each in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State secretary, assistant secretary or managing director or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing director of each Credit Loan Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and Amendment Effective Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the by-laws or limited liability company agreement, as the case may be, constitutional documents) of such party Loan Party certified (to the extent customary in the applicable jurisdiction) as in effect on of a recent date by the date Secretary of such certification; State (or equivalent Governmental Authority) of the jurisdiction of its organization, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors (or equivalent governing body or Person) and/or shareholders, as applicable, of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderPerson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions resolutions, or any other document attached thereto, have not been amendedmodified, rescinded rescinded, amended or supplemented superseded and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer or authorized signatory executing this Amendment and any Loan Document or any other document delivered in connection herewith or therewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party officer, director or authorized signatory as to the incumbency and specimen signature of the officer signing secretary, assistant secretary, managing director or other director executing the certificate referred to in this clause (i), and other customary evidence of incumbency) and (D) that the borrowing, guarantee, or granting of Liens with respect to the Loans or any of the other Secured Obligations would not cause any borrowing, guarantee, security or similar limit binding on such Loan Party to be exceeded; (ii) a certificate as to the good standing (where applicable, or such other customary functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State in the state or jurisdiction of organization of such Loan Party (or other applicable Governmental Authority); (iii) evidence that the records of the applicable Loan Parties at the United Kingdom Companies House and each other relevant registrar of companies (or equivalent Governmental Authority) in the respective jurisdictions of organization of the Loan Parties are accurate, complete and up to date and that the latest relevant accounts have been duly filed, where applicable; (iv))) a copy of the constitutional documents of any Person incorporated in Ireland whose shares are subject to security under any Security Document, together with any resolutions of the shareholders of such Person adopting such changes to the constitutional documents of that Person to remove any restriction on any transfer of shares or partnership interests (or equivalent) in such Person pursuant to any enforcement of any such Security Document; (v) a certificate from a director of each Irish Guarantor confirming that section 82 of the Companies Act 2014 of Ireland does not restrict its entry into any Loan Document to which such Person is a party and that each of the Loan Parties are members of the same group of companies consisting of a holding company and its subsidiaries for the purposes of Section 7 of the Companies Act 2014 of Ireland and Section 8 of the Companies Act 2014 of Ireland; (vi) [reserved]; (vii) up-to date copy of the constitutional documents (e.g., for a German GmbH: Handelsregisterauszug, Gesellschaftsvertrag, Gesellschafterliste) for each German Loan Party; and (vviii) such additional supporting other documents as the Lenders or the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State secretary, assistant secretary, managing director (where applicable) or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and director (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office case of such Secretary of State or other appropriate governmental official; (iiiHoldings) a certificate dated as of a recent date as to the good standing of each Credit Loan Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Aleris Acquisition Closing Date and Date, certifying (A1) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the by-laws or limited liability company agreement, as the case may be, constitutional documents) of such party Loan Party certified (to the extent customary in the applicable jurisdiction) as in effect on of a recent date by the date Secretary of such certification; State (Bor equivalent Governmental Authority) of the jurisdiction of its organization, (2) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors (or equivalent governing body or Person) and/or shareholders, as applicable, of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunderof, inter alia, this Amendment, the grant of the security interests in the Collateral Amended Credit Agreement and the Pledged Securities, and other Loan Documents to which such Person is a party that are required to be executed in the case of the Borrowers, the borrowings hereunderconnection herewith, and that such resolutions resolutions, or any other document attached thereto, have not been amendedmodified, rescinded rescinded, amended or supplemented superseded and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D3) as to the incumbency and specimen signature of each officer or authorized signatory executing this Amendment and any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary, assistant secretary or managing director executing the certificate referred to in this clause (i), and other customary evidence of incumbency) and (4) that the borrowing or guarantee with respect to the Aleris Incremental Term Loans or any of the other Obligations in connection therewith would not cause any borrowing, guarantee, or similar limit binding on any Loan Party to be exceeded, each in form and substance reasonably satisfactory to the Incremental Mandated Lead Arrangers; 1030947.12E-CHISR01A - MSW (ii) a certificate as to the good standing (where applicable, or such other customary functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if available) as of a recent date prior to the Aleris Acquisition Closing Date, from the Secretary of State in the state or jurisdiction of organization of such Loan Party (or other applicable Governmental Authority), each in form and substance reasonably satisfactory to the Incremental Mandated Lead Arrangers; (iii) if relevant, evidence that each Irish Guarantor has done all that is necessary to follow the procedures set out in section 82 of the Companies ▇▇▇ ▇▇▇▇ of Ireland in order to enable it to enter into this Amendment and the other Loan Documents to which such Person is a party that are required to be executed in connection herewith; (iv))) evidence that each of the Loan Parties are members of the same group of companies consisting of a holding company and its subsidiaries for the purposes of Section 7 of the Companies ▇▇▇ ▇▇▇▇ of Ireland and Section 8 of the Companies ▇▇▇ ▇▇▇▇ of Ireland; (v) up-to date certified copy of the constitutional documents (e.g., for a German GmbH: Handelsregisterauszug, Gesellschaftsvertrag, Gesellschafterliste) for each German Loan Party; and (vvi) such additional supporting other documents as the Lenders or the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State secretary, assistant secretary or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and managing director (to the extent availablewhere applicable) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Loan Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and Effective Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the by-laws or limited liability company agreement, as the case may be, constitutional documents) of such party Loan Party certified (to the extent customary in the applicable jurisdiction) as in effect on of a recent date by the date Secretary of such certification; State (or equivalent Governmental Authority) of the jurisdiction of its organization, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors and/or shareholders, as applicable, of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderperson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions resolutions, or any other document attached thereto, have not been amendedmodified, rescinded rescinded, amended or supplemented superseded 972172.01-CHISR01A - MSW and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary, assistant secretary or managing director executing the certificate referred to in this clause (i) (to the extent customary in the applicable jurisdiction), and other customary evidence of incumbency) and (D) that the borrowing, guarantee, or granting of Liens with respect to the Loans or any of the other Secured Obligations would not cause any borrowing, guarantee, security or similar limit binding on such Loan Party to be exceeded; (ii) a certificate as to the good standing (where applicable, or such other customary functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); (iii) evidence that the records of the applicable Loan Parties at the United Kingdom Companies House and each other relevant registrar of companies (or equivalent Governmental Authority) in the respective jurisdictions of organization of the Loan Parties are accurate, complete and up to date and that the latest relevant accounts have been duly filed, where applicable; (iv))) a copy of the constitutional documents of any Person incorporated in Ireland whose shares are (or, pursuant to Section 4.02 or Section 5.15, will be) subject to security under any Security Document, together with any resolutions of the shareholders of such Person adopting such changes to the constitutional documents of that Person to remove any restriction on any transfer of shares or partnership interests (or equivalent) in such Person pursuant to any enforcement of any such Security Document; (v) [intentionally omitted]; (vi) a written resolution of the shareholders of each Irish Guarantor authorising and approving the terms of, and the performance by each such Irish Guarantor of its obligations under, each of the Loan Documents to which each such Irish Guarantor is to be a party; (vii) up-to date certified copy of the constitutional documents (e.g., for a German GmbH: Handelsregisterauszug, Gesellschaftsvertrag, Gesellschafterliste) for each German Guarantor; and (vviii) such additional supporting other documents as the Lenders or the Administrative Agent or its counsel or any Lender may reasonably request.. 972172.01-CHISR01A - MSW

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on as of a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State or other appropriate governmental official and of the franchise tax entity of such jurisdiction of incorporation or organizationincorporation, dated as of a recent date as to the good standing of, of and (to the extent available) payment of taxes by, by each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental officialState; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such each Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) heretocorporation; (iv) a certificate of the Secretary of each Credit Party, Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the case may be, of such party as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of such party authorizing (to the extent applicable) the Borrowings hereunder, the execution, delivery and performance in accordance with their respective terms of this Credit Agreement, the Fundamental Documents Notes (if any) to be executed by such Credit Party it, and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, thereunder to be executed by it and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates certificate of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; above except to the extent specified in such Secretary's certificate and (D) as to the incumbency and specimen signature of each officer of such party executing (as applicable) this Credit Agreement, the Notes or any Fundamental Document other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of such party as to the incumbency and signature of the officer signing the certificate referred to in this clause (iv)); and (v) such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary secretary or assistant secretary of State each Loan Party (or, in the case of an Australian Loan Party, a Swiss Loan Party or other appropriate governmental official of such jurisdiction of incorporation or organizationa UK Loan Party, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file director or in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as case of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company partnership, a designated member (or delivered by another person is a similar position as listed is customary in Schedule 3.1(asuch jurisdiction) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and Date, certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the case may be, each Organizational Document of such party Loan Party certified (to the extent applicable) as in effect on of a recent date by the date Secretary of such certificationState of the state of its organization; (B) that attached thereto is a are true and complete copy copies of the relevant corporate resolutions duly adopted by the Board of Directors (or any other corporate body of such party Loan Party which is authorized under such Loan Party’s Organizational Documents or by any applicable Requirements of Law to resolve on the following matters, including, without limitation, in the case of any Swiss Loan Party, in addition to resolutions of the managing directors of each Swiss Loan Party, resolutions of the quotaholders of such Swiss Loan Party) authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderPerson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amendedmodified, rescinded or supplemented amended and are currently in full force and effect; (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary or assistant secretary, director or designated member executing the certificate referred to in this clause (ivi)); (D) that, in the case of a UK Loan Party whose shares are the subject of a Lien in favor of the Collateral Agent, (i) that no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of those shares, together with a copy of the “PSC register” (within the meaning of section 790C(10) of the Companies Act 2006) of that UK Loan Party, which is certified by a Responsible Officer of that UK Loan Party to be correct, complete and not amended or superseded as at a date no earlier than the Closing Date, or (ii) that such Loan Party is not required to comply with Part 21A of the Companies ▇▇▇ ▇▇▇▇; and (E) that attached thereto is an unconditional positive, written advice from any works council in relation to the transactions contemplated by this Agreement and any other document required for compliance with the Dutch Act on works councils (to the extent applicable); (ii) with respect to any Persons organized, formed or incorporated in any state of the United States, and to the extent applicable in the relevant jurisdiction for any Non-U.S. Entities (but not in respect of any Persons incorporated or organized under the laws of Australia, the UK or Switzerland), a certificate as to the good standing of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority) and a “bring-down” good standing dated on or about the Closing Date; (iii) in respect of a UK Loan Party whose shares are the subject of a Lien in favour of the Collateral Agent (x) a certificate of that UK Loan Party certifying that (A) each Loan Party has complied within the relevant timeframe with any notice it has received pursuant to Part 21A of the Companies ▇▇▇ ▇▇▇▇ from that UK Loan Party; and (B) no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of those shares, together with a copy of the “PSC register” (within the meaning of section 790C(10) of the Companies Act 2006) of that UK Loan Party, which is certified by a Responsible Officer of that UK Loan Party to be correct, complete and not amended or superseded as at a date no earlier than the Closing Date; or (y) a certificate of that UK Loan Party certifying that such UK Loan Party is not required to comply with Part 21A of the Companies ▇▇▇ ▇▇▇▇; and (viv) such additional supporting other documents as the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have receivedreceived from the Borrower, with copies for each of the LendersGuarantors, Trilon, BUC, Canco, Cancosub Holdco, BIP and BIG, as applicable, the following documents, each certified as indicated below: (i) to the extent readily available in the applicable jurisdiction, a copy of the articles or a certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if the equivalent thereof in such party is organized outside the United Statesjurisdiction) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of franchise taxes by, each Credit Party which certificate lists the charter documents on file in the office such Person from their respective jurisdiction of such Secretary of State or other appropriate governmental official; (iii) a certificate organization dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto;date; and (ivii) a certificate of the Secretary of each Credit Partycertificate, dated the Closing Date and certifying executed by an Authorized Officer certifying: (A) that attached thereto to such certificate is a true and complete copy of the byOrganic Documents of each such Person and each other Subsidiary of the Borrower and each Non-laws or limited liability company agreementControlled Project Entity as of the Closing Date, as the case may be, of such party as in effect on the date of such certification; certificate, (B) that attached thereto to such certificate is a true and complete copy of resolutions duly adopted by the authorized governing body of each such Person, authorizing the execution, delivery and performance of such of Financing Documents to which such party is or is intended to be a party and such other acts and things necessary for the consummation of the transactions contemplated by the Financing Documents to which such party is or is intended to be a party and that such resolutions (i) have been duly adopted by the Board of Directors of such party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions (ii) have not been amendedmodified, rescinded or supplemented amended and are currently in full force and effect; , (C) that the certificate certificates of incorporation or organization good standing furnished pursuant to clause (b)(i) of such party has this Section 6.01, have not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and certification furnished, (D) as to the incumbency and specimen signature of each officer officer, member or partner (as applicable) of each such Person executing the Financing Documents to which such party executing any Fundamental Document (such certificate is or is intended to contain be a certification party and each other document to be delivered by another officer of such party from time to time pursuant to the terms thereof (and the Administrative Agent and each Lender may conclusively rely on such incumbency certification until it receives notice in writing from the Borrower), and (E) as to the incumbency and signature effectiveness of the officer signing the certificate referred to in this clause (iv)); and (v) such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably requestEquity Facility.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State secretary, assistant secretary or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and managing director (to the extent availablewhere applicable) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Loan Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the by-laws or limited liability company agreement, as the case may be, constitutional documents) of such party Loan Party certified (to the extent customary in the applicable jurisdiction) as in effect on of a recent date by the date Secretary of such certification; State (or equivalent Governmental Authority) of the jurisdiction of its organization, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors and/or shareholders, as applicable, of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderperson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions resolutions, or any other document attached thereto, have not been amendedmodified, rescinded rescinded, amended or supplemented superseded and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer of such party executing any Fundamental Loan Document or any other document delivered in connection herewith on behalf of 967770.02F-CHISR1034077.05-CHISR01A - MSW 158 such Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary, assistant secretary or managing director executing the certificate referred to in this clause (i) (to the extent customary in the applicable jurisdiction), and other customary evidence of incumbency) and (D) that the borrowing, guarantee, or granting of Liens with respect to the Loans or any of the other Secured Obligations would not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded; (ii) a certificate as to the good standing (where applicable, or such other customary functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); (iii) evidence that the records of the applicable Loan Parties at the United Kingdom Companies House and each other relevant registrar of companies (or equivalent Governmental Authority) in the respective jurisdictions of organization of the Loan Parties are accurate, complete and up to date and that the latest relevant accounts have been duly filed, where applicable; (iv))) a copy of the constitutional documents of any Person incorporated in Ireland whose shares are (or, pursuant to Section 5.15, will be) subject to security under any Security Document, together with any resolutions of the shareholders of such Person adopting such changes to the constitutional documents of that Person to remove any restriction on any transfer of shares or partnership interests (or equivalent) in such Person pursuant to any enforcement of any such Security Document; (v) a written authorization from each Irish Guarantor and each Relevant External Company, authorizing each solicitor in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to sign all required security related registration forms required to be delivered to the Companies Registration Office of Ireland in connection with all or any of the Security Documents; (vi) a written resolution of the shareholders of each Irish Guarantor authorising and approving the terms of, and the performance by each such Irish Guarantor of its obligations under, each of the Loan Documents to which each such Irish Guarantor is to be a party; (vii) up-to date certified copy of the constitutional documents (e.g., for a German GmbH: Handelsregisterauszug, Gesellschaftsvertrag, Gesellschafterliste) for each German Guarantor; and (vviii) such additional supporting other documents as the Lenders or the Administrative Agent or its counsel or any Lender may reasonably request.. 967770.02F-CHISR1034077.05-CHISR01A - MSW 159

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State secretary, assistant secretary or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and managing director (to the extent availablewhere applicable) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Loan Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the by-laws or limited liability company agreement, as the case may be, constitutional documents) of such party Loan Party certified (to the extent customary in the applicable jurisdiction) as in effect on of a recent date by the date Secretary of such certification; State (or equivalent Governmental Authority) of the jurisdiction of its organization, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors and/or shareholders, as applicable, of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderperson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions resolutions, or any other document attached thereto, have not been amendedmodified, rescinded rescinded, amended or supplemented superseded and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary, assistant secretary or managing director executing the certificate referred to in this clause (i), and other customary evidence of incumbency) and (D) that the borrowing, guarantee, or granting of Liens with respect to the Loans or any of the other Secured Obligations would not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded; (ii) a certificate as to the good standing (where applicable, or such other customary functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); (iii) evidence that the records of the applicable Loan Parties at the United Kingdom Companies House and each other relevant registrar of companies (or equivalent Governmental Authority) in the respective jurisdictions of organization of the Loan Parties are accurate, complete and up to date and that the latest relevant accounts have been duly filed, where applicable; (iv))) if relevant, evidence that each Irish Guarantor has done all that is necessary to follow the procedures set out in Sub-Sections (2) and (11) of section 60 of the Companies ▇▇▇ ▇▇▇▇ of Ireland in order to enable it to enter into the Loan Documents; (v) a copy of the constitutional documents of any Person incorporated in Ireland whose shares are subject to security under any Security Document, together with any resolutions of the shareholders of such Person adopting such changes to the constitutional documents of that Person to remove any restriction on any transfer of shares or partnership interests (or equivalent) in such Person pursuant to any enforcement of any such Security Document; (vi) evidence that each of the Loan Parties are members of the same group of companies consisting of a holding company and its subsidiaries for the purposes of Section 155 of the Companies ▇▇▇ ▇▇▇▇ of Ireland and Section 35 of the Companies ▇▇▇ ▇▇▇▇ of Ireland; (vii) up-to date certified copy of the constitutional documents (e.g., for a German GmbH: Handelsregisterauszug, Gesellschaftsvertrag, Gesellschafterliste) for each German Loan Party; and (vviii) such additional supporting other documents as the Lenders, the Initial Issuing BankBanks or the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or articles, certificate of incorporation or other organizational document documents of each Credit Party, certified on as of a recent date by the Secretary of State (of the jurisdiction of incorporation or other appropriate governmental official if such party is organized outside the United States) organization of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the such Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organizationState, dated as of a recent date date, as to the good standing of, of and (to the extent available) payment of taxes by, by each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental officialParty; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the case may be, of such party as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors or other governing body of such party authorizing the execution, delivery and performance in accordance with their respective terms of this Credit Agreement, the other Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged SecuritiesSecurities and, and in addition, as to the case of the BorrowersBorrower, the borrowings hereunder, hereunder and the Notes and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates certificate of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; above except to the extent specified in such Secretary's certificate and (D) as to the incumbency and specimen signature of each officer of such party Credit Party executing any Fundamental Document (such certificate to contain a certification by another officer of such party Credit Party as to the incumbency and signature of the officer signing the certificate referred to in this clause (iv)); and (v) such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have receivedfollowing documents, with copies for each of the Lenderscertified as indicated below: (i) a copy of any amendments subsequent to September 20, 1996 to the articles or certificate of incorporation or other organizational document charter of each Credit PartyObligor (other than Thai Romo), certified on ▇ertified as of a recent date reasonably close to the Closing Date by the Secretary of State (or other appropriate governmental official if of Delaware, and a certificate from such party is organized outside Secretary of State dated as of a date reasonably close to the United States) Closing Date as to the good standing of and charter documents filed by such Credit Party's jurisdiction of incorporation or organization, as the case may beObligor; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the an Assistant Secretary of each Credit PartyObligor (other than Thai Romo), dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the case may be, of such party Obligor as amended and in effect at all times from the date on which the resolutions referred to in clause (B) below were adopted to and including the date of such certification; certificate, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board board of Directors directors of such party Obligor authorizing the execution, delivery and performance in accordance with their respective terms of such of the Fundamental Basic Documents executed by such Credit Party and any other documents required to which it is or contemplated hereunder or thereunder, is intended to be a party (including the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings borrowing hereunder), and that such resolutions have not been amendedmodified, rescinded or supplemented amended and are currently in full force and effect; , (C) that the certificate of incorporation or organization charter documents of such party has Obligor have not been amended since the date of one day prior to the last amendment certification thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; , and (D) as to the incumbency and specimen signature of each officer of such Obligor executing such of the Basic Documents to which such Obligor is or is intended to be a party executing any Fundamental Document and each other document to be delivered by such Obligor from time to time in connection therewith (and the Bank may conclusively rely on such certificate to contain until it receives notice in writing from such Obligor); (iii) a certification by of another officer of such party each Obligor, dated the Closing Date, as to the incumbency and specimen signature of the officer signing Secretary or Assistant Secretary, as the certificate referred to in this clause case may be, of such Obligor; (iv)) Certificates of the appropriate official of the State of Texas, dated a date reasonably close to the Closing Date, as to the good standing of, and authority to transact business of each of the Obligors (other than Thai Romo); and▇nd (v) copies, certified as of the Closing Date, of any amendments subsequent to September 20, 1996, the constitutive documents of Thai Romo ▇▇▇ of all corporate authority for Thai Romo (▇▇cluding, without limitation, board of director resolutions and evidence of the incumbency, including specimen signatures, of officers) with respect to the execution, delivery and performance of the transactions contemplated by this Agreement (and the Bank may conclusively rely on such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably requestcertificate until it receives notice in writing from Thai Romo).

Corporate Documents. The Administrative AYE Lender Agent shall have received, received the following with copies for respect to each of the LendersBorrower: (i) a copy certified copies of the articles or certificate resolutions of incorporation or other organizational document the Board of Directors of such Borrower authorizing the execution, delivery and performance of each Credit PartyAYE Loan Document to which it is or is to be a party, certified on a recent date by the Secretary and of State (or all documents evidencing other appropriate necessary corporate action and governmental official and other third party approvals and consents, if any, with respect to each such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may beAYE Loan Document; (ii) a copy of a certificate of the Secretary of State or other appropriate governmental official of Maryland (in the case of the Parent), the State of Ohio (in the case of MPC) and the Commonwealth of Pennsylvania (in the case of WPPC), in each case, dated reasonably near the Closing Date, certifying (A) as to a true and correct copy of the certificate of incorporation of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, Borrower and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents amendment thereto on file in such Secretary's office and (B) that (1) such amendments are the office only amendments to such certificate on file in such Secretary's office, (2) such Borrower has paid all franchise taxes to the date of such Secretary certificate and (C) such Borrower is duly formed and in good standing or presently subsisting under the laws of the State or other appropriate governmental officialof Maryland (in the case of the Parent), the State of Ohio (in the case of MPC) and the Commonwealth of Pennsylvania (in the case of WPPC); (iii) a certificate dated as copy of a recent date as to the good standing certificate of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction (other than the jurisdiction of its incorporation) in which such Credit Party Borrower is doing business, dated reasonably near the Closing Date, stating that such Borrower is duly qualified to do business and in good standing as a foreign corporation or foreign limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate, as listed in Schedule 3.1(a) heretoapplicable; (iv) a certificate signed on behalf of the such Borrower by its Secretary of each Credit Partyor any Assistant Secretary, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying (A) that attached thereto is as to a true and complete correct copy of the by-laws or limited liability company agreement, as the case may be, Constituent Documents of such party Borrower as in effect on of the Closing Date and each amendment to its Constituent Documents, if any, from the date of such certification; on which the resolutions referred to in Section 3.01(c)(i) were adopted, (B) that attached thereto is a true the due incorporation or formation and complete copy good standing or valid existence of such Borrower under the laws of the resolutions adopted by jurisdiction of its formation, and the Board absence of Directors any proceeding for the dissolution or liquidation of such party authorizing the execution, delivery Borrower; and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; (C) that the certificate names and true signatures of incorporation or organization the officers of such Borrower authorized to sign each AYE Loan Document to which it is or is to be a party has not been amended since and the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant documents to clause (i) above; be delivered hereunder and (D) as to the incumbency and specimen signature of each officer of such party executing any Fundamental Document (such certificate to contain a certification by another officer of such party as to the incumbency and signature of the officer signing the certificate referred to in this clause (iv)); and (v) such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably requestthereunder.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (iiA) a certificate of the Secretary of State secretary, assistant secretary or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and managing director (to the extent availablewhere applicable) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Loan Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and Amendment Effective Date, certifying (A1) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the by-laws or limited liability company agreement, as the case may be, constitutional documents) of such party Loan Party certified (to the extent customary in the applicable jurisdiction) as in effect on of a recent date by the date Secretary of such certification; State (Bor equivalent Governmental Authority) of the jurisdiction of its organization, (2) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors and/or shareholders, as applicable, of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderperson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunderunder the Credit Agreement, and 1084657.04-CHISR02A - MSW that such resolutions resolutions, or any other document attached thereto, have not been amendedmodified, rescinded rescinded, amended or supplemented superseded and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D3) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary, assistant secretary or managing director executing the certificate referred to in this clause (ivA), and other customary evidence of incumbency) and (4) that the borrowing, guarantee, or granting of Liens with respect to the Loans or any of the other Secured Obligations would not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded; (B) a certificate as to the good standing (where applicable, or such other customary functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); (C) a certificate of the applicable Loan Parties confirming that the records of the applicable Loan Parties at the United Kingdom Companies House and each other relevant registrar of companies (or equivalent Governmental Authority) in the respective jurisdictions of organization of the Loan Parties are accurate, complete and up to date and that the latest relevant accounts have been duly filed, where applicable; (D) if relevant, evidence that each Irish Guarantor has done all that is necessary to follow the procedures set out in section 82 of the Companies ▇▇▇ ▇▇▇▇ of Ireland in order to enable it to enter into the Loan Documents; (E) evidence that each of the Loan Parties are members of the same group of companies consisting of a holding company and its subsidiaries for the purposes of Section 7 of the Companies ▇▇▇ ▇▇▇▇ of Ireland and Section 8 of the Companies ▇▇▇ ▇▇▇▇ of Ireland; (F) up-to date certified copy of the constitutional documents (e.g., for a German GmbH: Handelsregisterauszug, Gesellschaftsvertrag, Gesellschafterliste) for each German Loan Party; and (vG) such additional supporting other documents as the Lenders, the Issuing Banks or the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Borrower shall have delivered to ------------------- Administrative Agent shall have received, (with sufficient copies for each Lender) each of the Lendersfollowing: (i) the certificate of incorporation, including all amendments thereto, of Borrower as in effect on the Closing Date (and after giving effect to the GCI Properties Merger), certified as of the Closing Date by the Secretary of State of the State of Delaware and certified by a copy Secretary or an Assistant Secretary of Borrower as of the Closing Date; (ii) the articles or certificate of incorporation or other organizational document certificates of limited partnership, including all amendments thereto, of each Credit PartyLoan Party (other than Borrower) as in effect on the Closing Date, certified on as of a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United Statescomparable authority) of such Credit Party's the jurisdiction of incorporation its organization and certified by a Secretary or organization, an Assistant Secretary of such Loan Party as of the case may beClosing Date; (iiiii) the bylaws, partnership agreement or comparable governing instruments, as appropriate, of each Loan Party as in effect on the Closing Date, certified by a Secretary or an Assistant Secretary of such Loan Party as of the Closing Date; (iv) copies of the resolutions of the board of directors (or, in the case of any partnership, of the general partner of such party) of each Loan Party approving each Loan Document and each Transaction Document to which it is a party and all actions to be taken pursuant thereto, and of all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to each such Loan Document and Transaction Document, certified by a Secretary or an Assistant Secretary of such Loan Party as of the Closing Date; (v) a certificate of the Secretary or an Assistant Secretary of State or other appropriate governmental official each Loan Party certifying the names and true signatures of the officers of such jurisdiction of incorporation Loan Party authorized to sign each Loan Document to which it is or organization, dated as of will be a recent date as party and the other documents to the be delivered hereunder; and (vi) a good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of for each Credit Loan Party issued by from the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a(x) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the case may be, of such party as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of such party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; (C) that the certificate state of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; Loan Party and (Dy) as each other state where such Loan Party is qualified to the incumbency and specimen signature of each officer of such party executing any Fundamental Document (such certificate to contain a certification by another officer of such party as to the incumbency and signature of the officer signing the certificate referred to in this clause (iv)); and (v) such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably requestdo business.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State secretary, assistant secretary or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and managing director (to the extent availablewhere applicable) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Loan Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and Effective Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the by-laws or limited liability company agreement, as the case may be, constitutional documents) of such party Loan Party certified (to the extent customary in the applicable jurisdiction) as in effect on of a recent date by the date Secretary of such certification; State (or equivalent Governmental Authority) of the jurisdiction of its organization, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors and/or shareholders, as applicable, of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderperson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions resolutions, or any other document attached thereto, have not been amended1117312.02-CHISR02A - MSW modified, rescinded rescinded, amended or supplemented superseded and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary, assistant secretary or managing director executing the certificate referred to in this clause (i) (to the extent customary in the applicable jurisdiction), and other customary evidence of incumbency) and (D) that the borrowing, guarantee, or granting of Liens with respect to the Loans or any of the other Secured Obligations would not cause any borrowing, guarantee, security or similar limit binding on such Loan Party to be exceeded; (ii) a certificate as to the good standing (where applicable, or such other customary functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); (iii) evidence that the records of the applicable Loan Parties at the United Kingdom Companies House and each other relevant registrar of companies (or equivalent Governmental Authority) in the respective jurisdictions of organization of the Loan Parties are accurate, complete and up to date and that the latest relevant accounts have been duly filed, where applicable; (iv))) a copy of the constitutional documents of any Person incorporated in Ireland whose shares are (or, pursuant to Section 4.02 or Section 5.15, will be) subject to security under any Security Document, together with any resolutions of the shareholders of such Person adopting such changes to the constitutional documents of that Person to remove any restriction on any transfer of shares or partnership interests (or equivalent) in such Person pursuant to any enforcement of any such Security Document; (v) [intentionally omitted]; (vi) a written resolution of the shareholders of each Irish Guarantor authorising and approving the terms of, and the performance by each such Irish Guarantor of its obligations under, each of the Loan Documents to which each such Irish Guarantor is to be a party; (vii) up-to date certified copy of the constitutional documents (e.g., for a German GmbH: Handelsregisterauszug, 1117312.02-CHISR02A - MSW Gesellschaftsvertrag, Gesellschafterliste) for each German Guarantor; and (vviii) such additional supporting other documents as the Lenders or the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State secretary, assistant secretary or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and managing director (to the extent availablewhere applicable) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Loan Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the by-laws or limited liability company agreement, as the case may be, constitutional documents) of such party Loan Party certified (to the extent customary in the applicable jurisdiction) as in effect on of a recent date by the date Secretary of such certification; State (or equivalent Governmental Authority) of the jurisdiction of its organization, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors and/or shareholders, as applicable, of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderperson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions resolutions, or any other document attached thereto, have not been amendedmodified, rescinded rescinded, amended or supplemented superseded and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary, assistant secretary or managing director executing the certificate referred to in this clause (i), and other customary evidence of incumbency) and (D) that the borrowing, guarantee, or granting of Liens with respect to the Loans or any of the other Secured Obligations would not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded; (ii) a certificate as to the good standing (where applicable, or such other customary functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); (iii) evidence that the records of the applicable Loan Parties at the United Kingdom Companies House and each other relevant registrar of companies (or equivalent Governmental Authority) in the respective jurisdictions of organization of the Loan Parties are accurate, complete and up to date and that the latest relevant accounts have been duly filed, where applicable; (iv))) if relevant, evidence that each Irish Guarantor has done all that is necessary to follow the procedures set out in Sub-Sections (2) and (11) of section 60 of the Companies ▇▇▇ ▇▇▇▇ of Ireland in order to enable it to enter into the Loan Documents; (v) a copy of the constitutional documents of any Person incorporated in Ireland whose shares are subject to security under any Security Document, together with any resolutions of the shareholders of such Person adopting such changes to the constitutional documents of that Person to remove any restriction on any transfer of shares or partnership interests (or equivalent) in such Person pursuant to any enforcement of any such Security Document; (vi) evidence that each of the Loan Parties are members of the same group of companies consisting of a holding company and its subsidiaries for the purposes of Section 155 of the Companies ▇▇▇ ▇▇▇▇ of Ireland and Section 35 of the Companies ▇▇▇ ▇▇▇▇ of Ireland; 1209502.04-CHISR02A - MSW (vii) up-to date certified copy of the constitutional documents (e.g., for a German GmbH: Handelsregisterauszug, Gesellschaftsvertrag, Gesellschafterliste) for each German Loan Party; and (vviii) such additional supporting other documents as the Lenders, the Issuing Banks or the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have receivedfollowing documents, with copies for each of the Lenderscertified as indicated below: (i) a copy of the articles or certificate charter, as amended, of incorporation or other organizational document of each Credit Party, the Company certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside of Delaware, a copy of the United States) of such Credit Party's jurisdiction of incorporation or organizationcharter, as amended, of each Subsidiary Guarantor of the case may be; (ii) a certificate of Company certified by the Chief Financial Officer or the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organizationthe Company, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued and charter documents filed by such Obligor from the Secretary of State or other of its jurisdiction of incorporation, and certificates dated as of a recent date issued by appropriate governmental official of officials in each jurisdiction state in which such Credit Party is qualified Obligor owns property subject to any Security Document as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) heretoto such Obligor's good standing and due qualification to do business; (ivii) a certificate of the Secretary or an Assistant Secretary of each Credit PartyObligor, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the case may be, of such party Person as in effect on the date of such certification; certificate, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board board of Directors directors of such party Person authorizing the execution, delivery and performance in accordance with their respective terms of such of the Fundamental Basic Documents executed by to which such Credit Party and any other documents required Person is or contemplated hereunder or thereunder, the grant of the security interests in the Collateral is intended to be a party and the Pledged Securities, and in the case extensions of the Borrowers, the borrowings credit hereunder, and that such resolutions have not been amendedmodified, rescinded or supplemented amended and are currently in full force and effect; , (C) that the certificate of incorporation or organization charter of such party Person has not been amended since the date of the last amendment certification thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (iSection 6.01(a)(i) above; , and (D) as to the incumbency and specimen signature of each officer of such Person executing such of the Basic Documents to which such Person is intended to be a party executing any Fundamental Document and each other document to be delivered by such Person from time to time in connection therewith (and Bank Parties may conclusively rely on such certificate to contain until it receives notice in writing from such Person); (iii) a certification by certificate of another officer of such party each Obligor as to the incumbency and specimen signature of the officer signing the certificate referred to in this clause (iv)); and (v) such additional supporting documents Secretary or Assistant Secretary, as the Administrative Agent or case may be, of such Obligor, and a corresponding certificate of another officer of such Obligor as to its counsel or any Lender may reasonably requestsigning officers.

Corporate Documents. The On or before the Second Amendment Effective Date, Company shall, and shall cause each Credit Support Party to, deliver to Revolving Lenders (or to Administrative Agent shall have receivedwith sufficient originally executed copies, where appropriate, for each Revolving Lender and its counsel), with copies for each of the Lenders: (i) a copy of the articles respect to Company or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Support Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the case may be, the following: (i) a Secretary’s Certificate of such party as the Company (executed by its corporate secretary or assistant secretary), in effect on form and substance reasonably satisfactory to Administrative Agent and dated the date of such certification; Second Amendment Effective Date, (Ba) certifying (i) that the Organizational Documents of Company attached thereto is a true are true, correct and complete copy copies and in full force and effect as of the Second Amendment Effective Date and (ii) as to the signature and incumbency of the officers of Company and (b) certifying, as being in full force and effect without modification or amendment, and attaching the resolutions adopted by of the Board Governing Body of Directors of such party Company approving and authorizing the execution, delivery delivery, and performance in accordance with their respective terms of this Amendment and the performance of the Fundamental Documents Amended Agreement (as defined below); and (ii) a Secretary’s Certificate or Secretary’s Certificates of each Credit Support Party (executed by such its corporate secretary or assistant secretary), as applicable, in form and substance reasonably satisfactory to Administrative Agent and dated the Second Amendment Effective Date, (a) certifying (i) that the Organizational Documents of each Credit Support Party and any other documents required or contemplated hereunder or thereunderpreviously delivered to the Administrative Agent in connection with the Credit Agreement, the grant Existing First Lien Credit Agreement or otherwise, as applicable, are in full force and effect as of the security interests in the Collateral Second Amendment Effective Date and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amended, rescinded restated, supplemented or supplemented and are currently otherwise modified in effect; (C) that the certificate of incorporation or organization of such party has not been amended any respect since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; such delivery, and (Dii) as to the signature and incumbency and specimen signature of the officers of each officer of such party executing any Fundamental Document Credit Support Party and (such certificate to contain a certification by another officer of such party b) certifying, as to being in full force and effect without modification or amendment, and attaching the incumbency and signature resolutions of the officer signing Governing Body of each Credit Support Party approving and authorizing the certificate referred to in execution, delivery, and performance of this clause (iv)); and (v) such additional supporting documents as Amendment and the Administrative Agent or its counsel or any Lender may reasonably requestperformance of the Amended Agreement.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State secretary, assistant secretary or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and managing director (to the extent availablewhere applicable) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Loan Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the by-laws or limited liability company agreement, as the case may be, constitutional documents) of such party Loan Party certified (to the extent customary in the applicable jurisdiction) as in effect on of a recent date by the date Secretary of such certification; State (or equivalent Governmental Authority) of the jurisdiction of its organization, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors and/or shareholders, as applicable, of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderperson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions resolutions, or any other document attached thereto, have not been amendedmodified, rescinded rescinded, amended or supplemented superseded and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary, assistant secretary or managing director executing the certificate referred to in this clause (i) (to the extent customary in the applicable jurisdiction), and other customary evidence of incumbency) and (D) that the borrowing, guarantee, 167 or granting of Liens with respect to the Loans or any of the other Secured Obligations would not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded; (ii) a certificate as to the good standing (where applicable, or such other customary functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); (iii) evidence that the records of the applicable Loan Parties at the United Kingdom Companies House and each other relevant registrar of companies (or equivalent Governmental Authority) in the respective jurisdictions of organization of the Loan Parties are accurate, complete and up to date and that the latest relevant accounts have been duly filed, where applicable; (iv))) a copy of the constitutional documents of any Person incorporated in Ireland whose shares are (or, pursuant to Section 5.15, will be) subject to security under any Security Document, together with any resolutions of the shareholders of such Person adopting such changes to the constitutional documents of that Person to remove any restriction on any transfer of shares or partnership interests (or equivalent) in such Person pursuant to any enforcement of any such Security Document; (v) a written authorization from each Irish Guarantor and each Relevant External Company, authorizing each solicitor in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to sign all required security related registration forms required to be delivered to the Companies Registration Office of Ireland in connection with all or any of the Security Documents; (vi) a written resolution of the shareholders of each Irish Guarantor authorising and approving the terms of, and the performance by each such Irish Guarantor of its obligations under, each of the Loan Documents to which each such Irish Guarantor is to be a party; (vii) up-to date certified copy of the constitutional documents (e.g., for a German GmbH: Handelsregisterauszug, Gesellschaftsvertrag, Gesellschafterliste) for each German Guarantor; and (vviii) such additional supporting other documents as the Lenders or the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State secretary, assistant secretary or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and managing director (to the extent availablewhere applicable) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Loan Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the by-laws or limited liability company agreement, as the case may be, constitutional documents) of such party Loan Party certified (to the extent customary in the applicable jurisdiction) as in effect on of a recent date by the date Secretary of such certification; State (or equivalent Governmental Authority) of the jurisdiction of its organization, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors and/or shareholders, as applicable, of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderperson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions resolutions, or any other document attached thereto, have not been amendedmodified, rescinded rescinded, amended or supplemented superseded and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary, assistant secretary or managing director executing the certificate referred to in this clause (i) (to the extent customary in the applicable jurisdiction), and other customary evidence of incumbency) and (D) that the borrowing, guarantee, or granting of Liens with respect to the Loans or any of the other Secured Obligations would not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded; (ii) a certificate as to the good standing (where applicable, or such other customary functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); (iii) evidence that the records of the applicable Loan Parties at the United Kingdom Companies House and each other relevant registrar of companies (or equivalent Governmental Authority) in the respective jurisdictions of organization of the Loan Parties are accurate, 1087312.03B-CHISR01A1209777.02-CHISR02A - MSW complete and up to date and that the latest relevant accounts have been duly filed, where applicable; (iv))) a copy of the constitutional documents of any Person incorporated in Ireland whose shares are (or, pursuant to Section 5.15, will be) subject to security under any Security Document, together with any resolutions of the shareholders of such Person adopting such changes to the constitutional documents of that Person to remove any restriction on any transfer of shares or partnership interests (or equivalent) in such Person pursuant to any enforcement of any such Security Document; (v) a written authorization from each Irish Guarantor and each Relevant External Company, authorizing each solicitor in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to sign all required security related registration forms required to be delivered to the Companies Registration Office of Ireland in connection with all or any of the Security Documents; (vi) a written resolution of the shareholders of each Irish Guarantor authorising and approving the terms of, and the performance by each such Irish Guarantor of its obligations under, each of the Loan Documents to which each such Irish Guarantor is to be a party; (vii) up-to date certified copy of the constitutional documents (e.g., for a German GmbH: Handelsregisterauszug, Gesellschaftsvertrag, Gesellschafterliste) for each German Guarantor; and (vviii) such additional supporting other documents as the Lenders or the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for received each of the Lendersfollowing, each in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State secretary, assistant secretary, managing director or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing director of each Credit Loan Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and Amendment Effective Date, certifying (A1) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the by-laws or limited liability company agreement, as the case may be, constitutional documents) of such party Loan Party certified (to the extent customary in the applicable jurisdiction) as in effect on of a recent date (but such recency requirement shall be deemed satisfied for any U.S. Loan Party if the date “long-form” good standing certificate for such U.S. Loan Party delivered pursuant to clause (ii) below shows no amendments or modifications to the Organizational Documents of such certification; Loan Party since the last instance when such Organizational Documents were delivered by such Loan Party to the Administrative Agent pursuant to the terms of the Credit Agreement) by the Secretary of State (Bor equivalent Governmental Authority) of the jurisdiction of its organization, (2) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors (or equivalent governing body or Person) and/or shareholders, as applicable, of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunderof, inter alia, this Amendment, the grant of the security interests in the Collateral Amended Credit Agreement and the Pledged Securities, and other Loan Documents to which such Person is a party that are required to be executed in the case of the Borrowers, the borrowings hereunderconnection herewith, and that such resolutions resolutions, or any other document attached thereto, have not been amendedmodified, rescinded rescinded, amended or supplemented superseded and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D3) as to the incumbency and specimen signature of each officer or authorized signatory executing this Amendment and any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party officer, director or authorized signatory as to the incumbency and specimen signature of the officer signing secretary, assistant secretary, managing director or other director executing the certificate referred to in this clause (i), and other customary evidence of incumbency) and (4) that the borrowing or guarantee with respect to the Loans or any of the other Secured Obligations would not cause any borrowing, guarantee, or similar limit binding on any Loan Party to be exceeded, each in form and substance reasonably satisfactory to the Tranche A-1 Term Lenders; (ii) a certificate as to the good standing (where applicable, or such other customary functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if available) as of a recent date prior to the Amendment Effective Date, from the Secretary of State in the state or jurisdiction of organization of such Loan Party (or other applicable Governmental Authority), each in form and substance reasonably satisfactory to the Tranche A-1 Term Lenders; (iii) evidence that each Irish Guarantor has done all that is necessary to follow the procedures set out in section 82 of the Companies ▇▇▇ ▇▇▇▇ of Ireland in order to enable it to enter into this Amendment and the other Loan Documents to which such Person is a party that are required to be executed in connection herewith; (iv))) evidence that each of the Loan Parties are members of the same group of companies consisting of a holding company and its subsidiaries for the purposes of Section 7 of the Companies ▇▇▇ ▇▇▇▇ of Ireland and Section 8 of the Companies ▇▇▇ ▇▇▇▇ of Ireland; (v) up-to date certified copy of the constitutional documents (e.g., for a German GmbH: Handelsregisterauszug, Gesellschaftsvertrag, Gesellschafterliste) for each German Loan Party; and (vvi) such additional supporting other documents as the Tranche A-1 Term Lenders or the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have receivedreceived from the Borrower the following documents, with copies for each of the Lenderscertified as indicated below: (i) a copy of the articles or certificate Organizational Documents of incorporation or other organizational document of each Credit Partythe Borrower together with any amendments thereto, and, to the extent applicable, certified on as of a recent date by the Secretary of State (of Delaware or such other appropriate governmental official if such party is organized outside official, each dated as of the United States) of such Credit Party's jurisdiction of incorporation Closing Date or organization, as the case may bea recent date prior thereto; (ii) a copy of a certificate as to the good standing (where available) of, and payment of franchise taxes by, the Borrower and Sponsor from the Secretary of State of Delaware or such other equivalent Governmental Authority, and from the Secretary of State or other appropriate governmental official equivalent Governmental Authority of such the jurisdiction in which the Borrower’s and Sponsor’s principal place of incorporation business is located and where the Borrower and Sponsor is qualified as a foreign corporation or organizationother entity to do business, in each case, dated as of a recent date as prior to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental officialClosing Date; (iii) a certificate of the Borrower and Sponsor dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and certifying executed by an Authorized Officer thereof certifying: (A) that attached thereto to such certificate is a true and complete copy of the by-laws or limited liability company agreementOrganizational Documents of Borrower, as the case may be, of such party as in effect on the date of such certification; certificate; (B) that attached thereto to such certificate is a true and complete copy of resolutions duly adopted by the Board of Directors, and, if required by the Organizational Documents, the unit holders, of such Person, authorizing the execution, delivery and performance of the Loan Documents to which such Person is or is intended to be a party and such other acts and things necessary for the consummation of the transactions contemplated by the Loan Documents to which such Person is or is intended to be a party and that such resolutions (I) have been duly adopted by the Board of Directors of such party authorizing the execution, delivery Person and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions (II) have not been amendedmodified, rescinded or supplemented amended and are currently in full force and effect; ; (C) that the certificate of incorporation or organization Organizational Documents of such party has Person have not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official certification furnished pursuant to clause (i) above; Section 5.01(b)(i), to the extent such Organizational Documents are required to be delivered pursuant to Section 5.01(b)(i), and the date of the certificate of good standing furnished pursuant to Section 5.01(b)(ii); (D) as to the incumbency and specimen signature of each officer officer, member or partner (as applicable) of such Person executing the Loan Documents to which such Person is or is intended to be a party executing any Fundamental Document and each other document to be delivered by such Person from time to time pursuant to the terms thereof; (such certificate to contain a certification by another officer of such party E) as to the incumbency and signature absence of any pending proceeding for the dissolution, winding up, bankruptcy, receivership, reorganization or liquidation of the officer signing Borrower or Sponsor, as applicable, or, to the certificate referred to in this clause (iv))knowledge of such Authorized Officer, threatening the existence of the Borrower or Sponsor, as applicable; and (vF) as to the absence of any steps taken by such Person, its Board of Directors or its unit holders to terminate or change such Person’s existence or to continue or amalgamate into any other jurisdiction or of any notice or other communication from any Governmental Authority indicating there exists any situation which, unless remedied, could result in the termination of the existence of such Person; and (iv) such additional supporting other documents or confirmations with respect to the Borrower and Sponsor, as the Administrative Agent or its counsel or any Lender the Collateral Agent may reasonably request.

Corporate Documents. The Administrative Agent On or before the Closing Date, each Bank shall have received, with copies for each of the Lenders: received (iI) a copy of the articles or certificate Certificate of incorporation or other organizational document Incorporation, as amended, of each Credit Partyof the Borrower and each Guarantor, certified on as of a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside of the United States) state of incorporation of such Credit Party's jurisdiction of incorporation or organization, as the case may be; person; (ii) a certificate of the such Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organizationState, dated as of a recent date date, as to the good standing of, and (to the extent available) payment of taxes by, the Borrower and each Credit Party which certificate lists Guarantor, as applicable, and as to the charter documents of the Borrower and each Guarantor, as applicable, on file in the office of each such Secretary of State or other appropriate governmental official; State; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Partyof the Borrower and each Guarantor, each dated the Closing Date and certifying certifying (A) that attached thereto is a true and complete copy of the byBy-laws of the Borrower or limited liability company agreementsuch Guarantor, as the case may beapplicable, of such party as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of the Borrower or such party Guarantor, authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunderto which it is a party, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; (Cc) that the certificate Certificate of incorporation Incorporation of the Borrower or organization of such party Guarantor, as applicable, has not been amended since the date of the last amendment thereto indicated on the certificates applicable certificate of the Secretary of State or other appropriate governmental official furnished pursuant to clause (iii) above; above and (D) as to the incumbency and specimen signature of each officer of the Borrower or such party Guarantor, as applicable, executing the Fundamental Documents to which it is a party, or any Fundamental Document other document delivered in connection herewith or therewith, as the case may be, (each such certificate to contain a certification by another officer of the Borrower or such party Guarantor, as applicable, as to the incumbency and signature of the officer signing the certificate referred to in this clause (iviii)); and and (viv) such additional supporting other documents as any Bank or counsel for the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for received from the Borrower and each of the LendersGuarantors, as applicable, the following documents, each certified as indicated below: (i) to the extent readily available in the applicable jurisdiction, a copy of the articles or a certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if the equivalent thereof in such party is organized outside the United Statesjurisdiction) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of franchise taxes by, each Credit Party which certificate lists the charter documents on file in the office such Person from their respective jurisdiction of such Secretary of State or other appropriate governmental official; (iii) a certificate organization dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto;date; and (ivii) a certificate certificate, executed by an Authorized Officer, dated as of the Secretary of each Credit Party, dated the Amendment Closing Date and certifying certifying: NY1:#3495514 (A) that attached thereto to such certificate is a true and complete copy of the byOrganic Documents of each such Person and each other Subsidiary of the Borrower and each Non-laws or limited liability company agreementControlled Project Entity as of the Amendment Closing Date, as the case may be, of such party as in effect on the date of such certification; certificate and that such Organic Documents (Bi) that attached thereto is a true and complete copy of the resolutions have been duly adopted by the Board of Directors of such party and (ii) have not been modified, rescinded or amended and are in full force and effect, (B) that attached to such certificate is a true and complete copy of resolutions duly adopted by the authorized governing body of each such Person, authorizing the execution, delivery and performance in accordance with their respective terms of such of this Agreement and such other acts and things necessary for the consummation of the Fundamental Documents executed transactions contemplated by such Credit Party and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, this Agreement and that such resolutions (i) have been duly adopted by the Board of Directors of such party; (ii) have not been amendedmodified, rescinded or supplemented amended and are currently in effect; full force and effect and (iii) there exist no other resolutions of such Person relating to the matters set forth in said resolutions, (C) that the certificate certificates of incorporation or organization good standing furnished pursuant to clause (b)(i) of such party has this Section 6.03, have not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and certification furnished, and (D) as to the incumbency and specimen signature of each officer officer, member or partner (as applicable) of each such Person executing this Agreement and each other document to be delivered by such party executing any Fundamental Document (such certificate from time to contain a certification by another officer of such party as time pursuant to the incumbency terms thereof (and signature of the officer signing the certificate referred to in this clause (iv)); and (v) such additional supporting documents as the Administrative Agent or its counsel or any and each Lender may reasonably requestconclusively rely on such incumbency certification until it receives notice in writing from the Borrower).

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Assistant Secretary of each Credit Party, Loan Party (other than Dissolving Subsidiaries or Immaterial Subsidiaries) dated the Closing Restatement Date and certifying (A) that attached thereto is a true and complete copy of the by-laws certificate or limited liability company agreementarticles of incorporation or other constitutive documents, including all amendments thereto certified as of a recent date by the case may beSecretary of State of the state of its organization, of such party as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of the by-laws of such Loan Party as in effect on the Restatement Date and at all times since a date prior to the date of the resolutions described in clause (C) below, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such party Loan Party and, if applicable, any shareholder of such Loan Party, authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderPerson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amendedmodified, rescinded or supplemented amended and are currently in full force and effect; (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; , and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing Secretary or Assistant Secretary executing the certificate referred to in this clause (ivi)); (ii) satisfactory evidence as to the good standing of each Loan Party (other than Dissolving Subsidiaries or Immaterial Subsidiaries) as of a date acceptable to the Administrative Agent, from such Secretary of State; and (viii) such additional supporting other documents as the Lenders, the Issuing Bank or the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy to the extent not maintained by the Acquired Companies on site at the Acquired Companies’ facilities, all existing minute books, seals of the articles or certificate of incorporation or Acquired Companies and other organizational document of each Credit Party, certified on a recent date by materials relating to the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may beAcquired Companies’ administration; (ii) a good standing or similar certificate of the Secretary of State or other appropriate governmental official of each Acquired Company from such Acquired Company’s jurisdiction of incorporation organization and any other province, state or organizationjurisdiction where such Acquired Company is qualified to do business, dated as of a recent date as within 5 days prior to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental officialClosing Date; (iii) the original share or similar certificates, if certificated, representing the Acquired Securities, and duly executed transfer powers in a certificate dated as of a recent date as form satisfactory to the good standing Purchaser for transfer of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) heretoAcquired Securities to Purchaser; (iv) a certificate of the Secretary a senior officer of each Credit Party, dated the Closing Date and GroupBy certifying as to (A) that attached thereto is a true and complete copy the Organizational Documents of the by-laws or limited liability company agreementGroupBy, as the case may be, of such party as in effect on the date of such certification; (B) that attached thereto is a true and complete copy authorizing resolutions of the resolutions adopted by the Board GroupBy’s board of Directors of such party authorizing the executiondirectors, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; (C) that the certificate incumbency of incorporation or organization GroupBy’s officers executing the Documents on behalf of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; GroupBy, as applicable, and (D) the good standing or existence of GroupBy in its jurisdiction of formation; (v) a certificate of a senior officer of GroupBy International certifying as to (A) the Organizational Documents of GroupBy International, (B) authorizing resolutions of GroupBy International’s board of directors, (C) the incumbency of GroupBy International’s officers executing the Documents on behalf of GroupBy International, as applicable, and specimen signature (D) the good standing or existence of GroupBy International in its jurisdiction of formation; (vi) the written resignation of each director and officer of the Acquired Companies and a release of all claims that any such party executing Person may have against the Acquired Companies, the Purchaser and their Affiliates, and any Fundamental Document (such certificate to contain a certification by another officer Representative of such party as Persons in a form satisfactory to the incumbency Purchaser; (vii) omnibus ratification and signature rectification resolutions from the board of directors (or equivalent governing body) of each of the officer signing Acquired Companies, in each case in a form satisfactory to the certificate referred to in this clause (iv))Purchaser; and (vviii) such additional supporting documents a certificate, duly executed by a senior officer of each of GroupBy and GroupBy International, without personal liability, dated as of the Administrative Agent or its counsel or any Lender may reasonably requestClosing Date, confirming the satisfaction of the conditions contained in Section 2.3(a) to Section 2.3(d).

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: received (i) a copy of the certificate or articles or certificate of incorporation or other organizational document articles of association, as applicable, including all amendments thereto (or the equivalent thereof), of each Credit Loan Party, certified on as of a recent date by the Secretary of State (of the state of its organization, and a certificate as to the good standing of the Parent and the Company as of a recent date, from such Secretary of State or other appropriate governmental official if such party is organized outside the United States) a certificate from an officer of such Credit Party's jurisdiction of incorporation or organization, as Loan Party to the case may be; effect that no changes have been made to such organizational documents since those delivered on the Closing Date; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Assistant Secretary of each Credit Party, Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the case may be, of such party Loan Party as in effect on the Closing Date and at all times since a date prior to the date of such certification; the resolutions described in clause (B) below or a certification that there have been no changes since delivered on the Closing Date, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Finance Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderPerson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the BorrowersCompany, the borrowings hereunder, and that such resolutions have not been amendedmodified, rescinded or supplemented amended and are currently in full force and effect; , (C) that the certificate or articles of incorporation or organization of such party has Loan Party have not been amended since the date of the last amendment thereto indicated shown on the certificates certificate of the Secretary of State or other appropriate governmental official good standing furnished pursuant to clause (i) above; , and (D) as to the incumbency and specimen signature of each officer executing any Finance Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party; (such iii) a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing Secretary or Assistant Secretary executing the certificate referred pursuant to in this clause (ii) above; and (iv)); and (v) such additional supporting other documents as the Lenders or the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each (a) A copy of the Lendersconstitutional documents and statutory registers (if applicable) of each Obligor and each Security Provider. As regards any Swiss Obligor, a copy of the articles of associations and a recent commercial register excerpt of the Swiss Guarantor, each certified by the competent Swiss commercial register. (b) Evidence that the constitutional documents delivered pursuant to paragraph (a) above (including for entities in respect of which disclosure has been made pursuant to Clause 16.26 (Shares)) have been amended to the satisfaction of the Intercreditor Agent (acting on the instructions of the Instructing Parties) to remove restrictions and/or inhibitions on the transfer of shares on the creation or enforcement of the Transaction Security. (c) A recent certified copy of each Swiss Obligor’s excerpt from the competent Swiss debt collection office. (d) A copy of a resolution of the board of directors (or, in the case of the Mexican Guarantor, equity holders) of each Obligor and each Security Provider: (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a copy of party and resolving that it execute the articles or certificate of incorporation or other organizational document of each Credit Party, certified on Finance Documents to which it is a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may beparty; (ii) authorising a certificate of specified person or persons to execute the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of Finance Documents to which it is a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents party on file in the office of such Secretary of State or other appropriate governmental officialits behalf; (iii) authorising a certificate dated as of specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto;party; and (iv) a certificate in the case of each of the Secretary Guarantors, resolving that it is in the best interests of that Guarantor to enter into the transactions contemplated by the Finance Documents to which it is a party (giving reasons if required by applicable law). (e) In addition to item (c) above as it relates to SunPower Philippines, a copy of a notarized and apostilled (or as appropriate, consularised) resolution of the board of directors of SunPower Philippines: (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which its Philippines branch (acting on behalf of SunPower Philippines) is a party and resolving that its Philippines branch (acting on behalf of SunPower Philippines) execute the Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party. (f) A specimen of the signature of each Credit Party, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the case may be, of such party as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of person authorised by the resolutions adopted by the Board of Directors of such party authorizing the execution, delivery referred to in paragraphs (d) and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and (e) above. (g) Except in the case of the BorrowersCompany, a copy of a resolution signed by all the holders of the issued equity interest or shares (as applicable) in each Original Guarantor, approving the terms of, and the transactions contemplated by, the borrowings hereunderFinance Documents to which that Original Guarantor is a party. (h) A certificate from each Obligor and Security Provider (signed by a director) confirming that borrowing, and that such resolutions have guaranteeing and/or securing, as appropriate, the Total Commitments would not been amendedcause any borrowing, rescinded guaranteeing, security or supplemented and are currently in effect; similar limit binding on it to be exceeded. (Ci) that the A certificate of incorporation or organization an authorised signatory of such party has not been amended since the relevant Obligor and Security Provider certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. (j) A copy of a certificate of good standing issued by the last amendment thereto indicated on Registrar of Companies in the certificates Cayman Islands in respect of each of SunPower Philippines and SunPower Technology Ltd.. (k) A copy of the Secretary of State or other appropriate governmental official furnished pursuant License to clause (i) above; Transact Business in the Philippines issued by the Securities and (D) as to the incumbency and specimen signature of each officer of such party executing any Fundamental Document (such certificate to contain a certification by another officer of such party as to the incumbency and signature Exchange Commission of the officer signing Philippines in respect of the certificate referred to in this clause (iv)); andPhilippines branch of SunPower Philippines. (vl) such additional supporting documents as A copy of a certificate of compliance issued by the Administrative Agent or its counsel or any Lender may reasonably request.Registrar of Companies in Bermuda in respect of Maxeon Rooster HoldCo, Ltd..

Corporate Documents. The Administrative Agent shall have receivedfollowing documents, with copies for each of the Lenderscertified as indicated below: (i) for each of the Obligors, a copy of the articles charter (or certificate equivalent documents) certified as of incorporation or other organizational document of each Credit Party, certified on a recent date reasonably close to the Effective Date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit PartyObligor's jurisdiction of incorporation or organization(or, as in the case may be; (iiof the Company, the Guarantor or ▇▇▇▇▇▇▇, certified copies of any amendments to such charter since the date of the Existing Credit Agreement) and a certificate of the from such Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as reasonably close to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date Effective Date as to the good standing of each Credit Party issued and charter documents filed by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) heretoPerson; (ivii) for each of the Obligors, a certificate of the Secretary or an Assistant Secretary of each Credit Partysuch Person, dated the Closing Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreementof such Person as amended and in effect at all times from the date on which the resolutions referred to in CREDIT AGREEMENT clause (B) were adopted (or, as in the case may beof the Company, of such party as in effect on the Guarantor and ▇▇▇▇▇▇▇, that there have not been any amendments to their respective by-laws since the date of such certification; the Existing Credit Agreement), (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board board of Directors directors of such party Person authorizing the execution, delivery and performance in accordance with their respective terms of such of the Fundamental Basic Documents executed by to which such Credit Party and any other documents required Person is or contemplated hereunder or thereunder, the grant of the security interests in the Collateral is intended to be a party and the Pledged Securities, and in the case extensions of the Borrowers, the borrowings credit hereunder, and that such resolutions have not been amendedmodified, rescinded or supplemented amended and are currently in full force and effect; , (C) that the certificate of incorporation or organization charter of such party has Person had not been amended since the date of the last amendment certification thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; , and (D) as to the incumbency and specimen signature of each officer of such Person executing such of the Basic Documents to which such Person is intended to be a party executing any Fundamental Document and each other document to be delivered by such Person from time to time in connection therewith (and the Administrative Agent and each Lender may conclusively rely on such certificate to contain until it receives notice in writing from such Person); and (iii) for each of the Obligors, a certification by certificate of another officer of such party Person, dated the Effective Date, as to the incumbency and specimen signature of the officer signing Secretary or Assistant Secretary, as the case may be, of such Person at the time of execution of the certificate referred to in this clause (iv)); and (vii) such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably requestabove.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State secretary, assistant secretary or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and managing director (to the extent availablewhere applicable) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Loan Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the by-laws or limited liability company agreement, as the case may be, constitutional documents) of such party Loan Party certified (to the extent customary in the applicable jurisdiction) as in effect on of a recent date by the date Secretary of such certification; State (or equivalent Governmental Authority) of the jurisdiction of its organization, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors and/or shareholders, as applicable, of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderperson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions resolutions, or any other document attached thereto, have not been amendedmodified, rescinded rescinded, amended or supplemented superseded and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary, assistant secretary or managing director executing the certificate referred to in this clause (i) (to the extent customary in the applicable jurisdiction), and other customary evidence of incumbency) and (D) that the borrowing, guarantee, or granting of Liens with respect to the Loans or any of the other Secured Obligations would not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded; (ii) a certificate as to the good standing (where applicable, or such other customary functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); (iii) evidence that the records of the applicable Loan Parties at the United Kingdom Companies House and each other relevant registrar of companies (or equivalent Governmental Authority) in the respective jurisdictions of organization of the Loan Parties are accurate, complete and up to date and that the latest relevant accounts have been duly filed, where applicable; (iv))) a copy of the constitutional documents of any Person incorporated in Ireland whose shares are (or, pursuant to Section 5.15, will 1160381.015-CHISR02A - MSW be) subject to security under any Security Document, together with any resolutions of the shareholders of such Person adopting such changes to the constitutional documents of that Person to remove any restriction on any transfer of shares or partnership interests (or equivalent) in such Person pursuant to any enforcement of any such Security Document; (v) a written authorization from each Irish Guarantor and each Relevant External Company, authorizing each solicitor in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to sign all required security related registration forms required to be delivered to the Companies Registration Office of Ireland in connection with all or any of the Security Documents; (vi) a written resolution of the shareholders of each Irish Guarantor authorising and approving the terms of, and the performance by each such Irish Guarantor of its obligations under, each of the Loan Documents to which each such Irish Guarantor is to be a party; (vii) up-to date certified copy of the constitutional documents (e.g., for a German GmbH: Handelsregisterauszug, Gesellschaftsvertrag, Gesellschafterliste) for each German Guarantor; and (vviii) such additional supporting other documents as the Lenders or the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have receivedfollowing documents, with copies for each of the Lenderscertified as indicated below: (i) (x) a certificate dated the date hereof of the secretary of each Obligor certifying that the copy of the articles or certificate of incorporation or other organizational document charter of each Credit PartyObligor (other than Thai Romo), certified ▇s in effect on September 10, 1996, previously delivered to Chase, has not been amended since such delivery to Chase and (y) a recent date by the certificate from such Secretary of State (or other appropriate governmental official if dated as of a date reasonably close to the date hereof as to the good standing of and charter documents filed by such party is organized outside the United States) of such Obligor; Credit Party's jurisdiction of incorporation or organization, as the case may be;Agreement 48 - 43 - (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the an Assistant Secretary of each Credit PartyObligor (other than Thai Romo), dated the Closing Date date hereof and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the case may be, of such party Obligor as in effect on September 10, 1996, previously delivered to Chase, have not been amended since such delivery to Chase and were in effect at all times from the date on which the resolutions referred to in clause (B) below were adopted to and including the date of such certification; certificate, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board board of Directors directors of such party Obligor authorizing the execution, delivery and performance in accordance with their respective terms of such of the Fundamental Basic Documents executed by such Credit Party and any other documents required to which it is or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, is intended to be a party (including the borrowings hereunder), and that such resolutions have not been amendedmodified, rescinded or supplemented amended and are currently in full force and effect; , and (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer of such Obligor executing such of the Basic Documents to which such Obligor is or is intended to be a party executing any Fundamental Document and each other document to be delivered by such Obligor from time to time in connection therewith (and the Administrative Agent and each Lender may conclusively rely on such certificate to contain until it receives notice in writing from such Obligor); (iii) a certification by of another officer of such party each Obligor, dated the date hereof, as to the incumbency and specimen signature of the officer signing Secretary or Assistant Secretary, as the certificate referred to in this clause case may be, of such Obligor; (iv)) Certificates of the appropriate official of the State of Texas, dated a date reasonably close to the date hereof, as to the good standing of, and authority to transact business of each of the Obligors (other than Thai Romo); and▇nd (v) a certificate, dated the date hereof of the secretary of Thai Romo ▇▇▇tifying that the constitutive documents of Thai Romo ▇▇▇viously delivered to Chase have not been amended since such additional supporting documents delivery to Chase and copies, certified as of the date hereof, of all corporate authority for Thai Romo (▇▇cluding, without limitation, board of director or executive committee resolutions and evidence of the incumbency, including specimen signatures, of officers) with respect to the execution, delivery and performance of the transactions contemplated by this Agreement (and the Administrative Agent or its counsel or any and each Lender may reasonably request.conclusively rely on such certificate until it receives notice in writing from Thai Romo);

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State secretary, assistant secretary or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and managing director (to the extent availablewhere applicable) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Loan Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the by-laws or limited liability company agreement, as the case may be, constitutional documents) of such party Loan Party certified (to the extent customary in the applicable jurisdiction) as in effect on of a recent date by the date Secretary of such certification; State (or equivalent Governmental Authority) of the jurisdiction of its organization, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors and/or shareholders, as applicable, of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderperson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions resolutions, or any other document attached thereto, have not been amendedmodified, rescinded rescinded, amended or supplemented superseded and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary, assistant secretary or managing director executing the certificate referred to in this clause (i) (to the extent customary in the applicable jurisdiction), and other customary evidence of incumbency) and (D) that the borrowing, guarantee, or granting of Liens with respect to the Loans or any of the other Secured Obligations would not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded; (ii) a certificate as to the good standing (where applicable, or such other customary functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); (iii) evidence that the records of the applicable Loan Parties at the United Kingdom Companies House and each other relevant registrar of companies (or equivalent Governmental Authority) in the respective jurisdictions of organization of the Loan Parties are accurate, complete and up to date and that the latest relevant accounts have been duly filed, where applicable; (iv))) a copy of the constitutional documents of any Person incorporated in Ireland whose shares are (or, pursuant to Section 5.15, will be) subject to security under any Security Document, together with any resolutions of the shareholders of such Person adopting such changes to the constitutional documents of that Person to remove any restriction on any transfer of shares or partnership interests (or equivalent) in such Person pursuant to any enforcement of any such Security Document; (v) a written authorization from each Irish Guarantor and each Relevant External Company, authorizing each solicitor in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to sign all required security related registration forms required to be delivered to the Companies Registration Office of Ireland in connection with all or any of the Security Documents; (vi) a written resolution of the shareholders of each Irish Guarantor authorising and approving the terms of, and the performance by each such Irish Guarantor of its obligations under, each of the Loan Documents to which each such Irish Guarantor is to be a party; (vii) up-to date certified copy of the constitutional documents (e.g., for a German GmbH: Handelsregisterauszug, Gesellschaftsvertrag, Gesellschafterliste) for each German Guarantor; and (vviii) such additional supporting other documents as the Lenders or the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative If such Acquisition involves any New Subsidiaries, the Agent shall have receivedreceived the following documents, with copies for each of the Lenderscertified as indicated below: (i) a copy of the articles or of incorporation, articles of organization, certificate of incorporation limited partnership or other comparable organizational document documents (if any) of each Credit Partysuch New Subsidiary, certified on as of a recent date by the Secretary of State (and any state department of taxation, as applicable) of the jurisdiction of its formation, a certificate of good standing (or other appropriate governmental official if certificate of similar meaning) with respect to such party is organized outside New Subsidiary issued as of a recent date by the United States) Secretary of State of the state of formation of such Credit Party's jurisdiction of incorporation or organization, as the case may beNew Subsidiary; (ii) certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of each state in which each such New Subsidiary is required to be so qualified, or, if unavailable, evidence satisfactory to the Agent that each such New Subsidiary has taken appropriate steps to so qualify; and (iii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Assistant Secretary of each Credit Partysuch New Subsidiary, dated the Closing Acquisition Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or of such New Subsidiary, if a corporation, the operating agreement, if a limited liability company company, the partnership agreement, as if a partnership, or other comparable document in the case may beof any other form of legal entity, of such party as in effect on the date of such certification; certificate, (B) that attached thereto is a true and complete copy of the resolutions adopted corporate, partnership, member or other necessary action taken by the Board of Directors of such party New Subsidiary's authorizing the execution, delivery and performance in accordance with their respective terms of each of the Fundamental Credit Documents executed by to which such Credit Party and any other documents required New Subsidiary is or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunderis to be a party, and that such resolutions actions have not been amendedmodified, rescinded or supplemented amended and are currently in full force and effect; , (C) that the such New Subsidiary's articles of incorporation, articles of organization, certificate of incorporation limited partnership or organization of such party other comparable organizational instrument (if any) has not been amended since the date of the last amendment certification thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause subsection (i) above; , and (D) as to the incumbency and specimen signature of each officer of such party New Subsidiary's officers executing any Fundamental Document each of such Credit Documents (and the Agent may conclusively rely on such certificate to contain a certification by another officer of until the Agent receives notice in writing from such party as New Subsidiary, to the incumbency and signature of the officer signing the certificate referred to in this clause (ivcontrary)); and (v) such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have receivedfollowing documents, with copies for each of the Lenderscertified as indicated below: (i) (x) a certificate dated the date hereof of the secretary of each Obligor certifying that the copy of the articles or certificate of incorporation or other organizational document charter of each Credit PartyObligor (other than Thai Romo), certified ▇s in effect on September 10, 1996, previously delivered to Chase, has not been amended since such delivery to Chase and (y) a recent date by the certificate from such Secretary of State (or other appropriate governmental official if dated as of a date reasonably close to the date hereof as to the good standing of and charter documents filed by such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may beObligor; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the an Assistant Secretary of each Credit PartyObligor (other than Thai Romo), dated the Closing Date date hereof and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the case may be, of such party Obligor as in effect on September 10, 1996, previously delivered to Chase, have not been amended since such delivery to Chase and were in effect at all times from the date on which the resolutions referred to in clause (B) below were adopted to and including the date of such certification; certificate, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board board of Directors directors of such party Obligor authorizing the execution, delivery and performance in accordance with their respective terms of such of the Fundamental Basic Documents executed by such Credit Party and any other documents required to which it is or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, is intended to be a party (including the borrowings hereunder), and that such resolutions have not been amendedmodified, rescinded or supplemented amended and are currently in full force and effect; , and (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer of such Obligor executing such of the Basic Documents to which such Credit Agreement Obligor is or is intended to be a party executing any Fundamental Document and each other document to be delivered by such Obligor from time to time in connection therewith (and the Administrative Agent and each Lender may conclusively rely on such certificate to contain until it receives notice in writing from such Obligor); (iii) a certification by of another officer of such party each Obligor (other than Thai Romo), ▇ated the date hereof, as to the incumbency and specimen signature of the officer signing Secretary or Assistant Secretary, as the certificate referred to in this clause case may be, of such Obligor; (iv)) Certificates of the appropriate official of the State of Texas, dated a date reasonably close to the date hereof, as to the good standing of, and authority to transact business of each of the Obligors (other than Thai Romo); and▇nd (v) a certificate, dated the date hereof of the authorized director of Thai Romo ▇▇▇tifying that the constitutive documents of Thai Romo ▇▇▇viously delivered to Chase have not been amended since such additional supporting documents delivery to Chase and copies, certified as of the date hereof, of all corporate authority for Thai Romo (▇▇cluding, without limitation, board of director or executive committee resolutions and evidence of the incumbency, including specimen signatures, of directors) with respect to the execution, delivery and performance of the transactions contemplated by this Agreement (and the Administrative Agent or its counsel or any and each Lender may reasonably request.conclusively rely on such certificate until it receives notice in writing from Thai Romo);

Corporate Documents. The Administrative Agent shall have received, with copies for each of the LendersIf such Acquisition involves any New Subsidiary that is a Material Subsidiary: (iA) a copy of the articles or of incorporation, articles of organization, certificate of incorporation limited partnership or other comparable organizational document instrument (if any) of each Credit Partysuch New Subsidiary, certified on as of a recent date by the Secretary of State (or other appropriate governmental official if of the jurisdiction of its formation, and a certificate as of a recent date from such party is organized outside Secretary of State as to the United States) good standing of such Credit Party's jurisdiction of incorporation or organization, as the case may beNew Subsidiary; (iiB) certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of each state in which such New Subsidiary is required to be so qualified, or, if unavailable, evidence satisfactory to the Agent that such New Subsidiary has taken appropriate steps to so qualify; (C) a certificate of the Secretary of State or Assistant Secretary (or other appropriate governmental official individual performing similar functions) of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit PartyNew Subsidiary, dated the Closing Date date of such Acquisition and certifying (A1) that attached thereto is a true and complete copy of the by-laws or of such New Subsidiary, if a corporation, the operating agreement, if a limited liability company company, the partnership agreement, as if a limited or general partnership, or other comparable document in the case may beof any other form of legal entity, of such party as in effect on the date of such certification; certificate, (B2) that attached thereto is a true and complete copy of the resolutions adopted all corporate, partnership, member or other necessary action taken by the Board of Directors of such party authorizing New Subsidiary to authorize the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required New Subsidiary is or contemplated hereunder or thereunderis to be a party, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and (3) that such resolutions have not been amendedNew Subsidiary's articles of incorporation, rescinded or supplemented and are currently in effect; (C) that the articles of organization, certificate of incorporation limited partnership or organization of such party other comparable organizational instrument has not been amended since the date of the last amendment certification thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause subsection (iA) above; , and (D4) as to the incumbency and specimen signature of each officer of such party New Subsidiary's officers (or other individual authorized to execute on its behalf) executing any Fundamental Document each of such Loan Documents (and the Agent and the Lenders may conclusively rely on such certificate to contain a certification by another officer of until the Agent receives notice in writing from such party as New Subsidiary, to the incumbency and signature of the officer signing the certificate referred to in this clause (ivcontrary)); and (v) such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably request.;

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy certificate of the articles secretary or certificate assistant secretary (or, in the case of incorporation an Australian Loan Party or other organizational document of each Credit a Swiss Loan Party, certified on of a recent date by director or in the Secretary case of State a limited liability partnership, a designated member (or other appropriate governmental official if delivered by another person is a similar position as is customary in such party is organized outside the United Statesjurisdiction)) of such Credit Party's jurisdiction of incorporation Eligible Subsidiary dated the Initial Borrowing Date (or organization, as the case may be; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent earlier date as acceptable to the good standing ofAdministrative Agent), and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the case may be, each Organizational Document of such party Eligible Subsidiary certified (to the extent applicable) as in effect on of a recent date by the date Secretary of such certificationState of the state of its organization; (B) that attached thereto is a are true and complete copy copies of the relevant corporate resolutions duly adopted by the Board of Directors (or any other corporate body of such party Eligible Subsidiary which is authorized under such Eligible Subsidiary’s Organizational Documents or by any applicable Requirements of Law to resolve on the following matters, including, without limitation, in the case of any UK Loan Party, resolutions of the shareholders of such Eligible Subsidiary and, in the case of any Swiss Loan Party, in addition to resolutions of the managing directors of each Swiss Loan Party, resolutions of the quotaholders of such Swiss Loan Party) authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderPerson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amendedmodified, rescinded or supplemented amended and are currently in full force and effect; (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary or assistant secretary, director or designated member executing the certificate referred to in this clause (ivi)); (D) that, in the case of a UK Loan Party whose shares are the subject of a Lien in favor of the Collateral Agent, (i) that no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of those shares, together with a copy of the “PSC register” (within the meaning of section 790C(10) of the Companies Act 2006) of such Eligible Subsidiary, which is certified by a Responsible Officer of that UK Loan Party to be correct, complete and not amended or superseded as at a date no earlier than the Closing Date, or (ii) that such Eligible Subsidiary is not required to comply with Part 21A of the Companies ▇▇▇ ▇▇▇▇; and (E) that attached thereto is an unconditional positive, written advice from any works council in relation to the transactions contemplated by this Agreement and any other document required for compliance with the Dutch Act on works councils (to the extent applicable); (ii) with respect to any Persons organized, formed or incorporated in any state of the United States, and to the extent applicable in the relevant jurisdiction for any Non-U.S. Entities (but not in respect of any Persons incorporated or organized under the laws of Australia, the UK or Switzerland), a certificate as to the good standing of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); and (viii) such additional supporting other documents as the Lenders, the Issuing Bank or the Administrative Agent or its counsel or any Lender may reasonably requestrequest in writing and consistent with the requirements of Section 4.01, including but not limited to, applicable Security Documents.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's ’s jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) 3.1 hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the case may be, of such party as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of the resolutions adopted by the Board board of Directors directors of such party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer of such party executing any Fundamental Document (such certificate to contain a certification by another officer of such party as to the incumbency and signature of the officer signing the certificate referred to in this clause (iv)); and (v) such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i: applicable) a copy of the articles or certificate of incorporation or other organizational document director (in the case of Holdings) of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Loan Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Aleris Acquisition Closing Date and Date, certifying (A1) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the by-laws or limited liability company agreement, as the case may be, constitutional documents) of such party Loan Party certified (to the extent customary in the applicable jurisdiction) as in effect on of a recent date by the date Secretary of such certification; State (Bor equivalent Governmental Authority) of the jurisdiction of its organization, (2) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors (or equivalent governing body or Person) and/or shareholders, as applicable, of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunderof, inter alia, this Amendment, the grant of the security interests in the Collateral Amended Credit Agreement and the Pledged Securities, and other Loan Documents to which such Person is a party that are required to be executed in the case of the Borrowers, the borrowings hereunderconnection herewith, and that such resolutions resolutions, or any other document attached thereto, have not been amendedmodified, rescinded rescinded, amended or supplemented superseded and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D3) as to the incumbency and specimen signature of each officer or authorized signatory executing this Amendment and any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary, assistant secretary or managing director executing the certificate referred to in this clause (ivi)); and , and other customary evidence of incumbency) and (v4) such additional supporting documents as that the borrowing or guarantee with respect to the Revolving Loans (including the Specified Incremental Commitments) or any of the other Obligations in connection therewith would not cause any 1040264.05B-CHISR01A - MSW borrowing, guarantee, or similar limit binding on any Loan Party to be exceeded, each in form and substance reasonably satisfactory to the Administrative Agent or its counsel or any Lender may reasonably request.Agent;

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy certificate of the articles secretary or certificate assistant secretary (or, in the case of incorporation an Australian Loan Party or other organizational document of each Credit a Swiss Loan Party, certified on of a recent date by director or in the Secretary case of State a limited liability partnership, a designated member (or other appropriate governmental official if delivered by another person is a similar position as is customary in such party is organized outside the United Statesjurisdiction)) of such Credit Party's jurisdiction of incorporation Eligible Subsidiary dated the Initial Borrowing Date (or organization, as the case may be; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent earlier date as acceptable to the good standing ofAdministrative Agent), and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the case may be, each Organizational Document of such party Eligible Subsidiary certified (to the extent applicable) as in effect on of a recent date by the date Secretary of such certificationState of the state of its organization; (B) that attached thereto is a are true and complete copy copies of the relevant corporate resolutions duly adopted by the Board of Directors (or any other corporate body of such party Eligible Subsidiary which is authorized under such Eligible Subsidiary’s Organizational Documents or by any applicable Requirements of Law to resolve on the following matters, including, without limitation, in the case of any UK Loan Party, resolutions of the shareholders of such Eligible Subsidiary and, in the case of any Swiss Loan Party, in addition to resolutions of the managing directors of each Swiss Loan Party, resolutions of the quotaholders of such Swiss Loan Party) authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderPerson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amendedmodified, rescinded or supplemented amended and are currently in full force and effect; (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary or assistant secretary, director or designated member executing the certificate referred to in this clause (ivi)); (D) that, in the case of a UK Loan Party whose shares are the subject of a Lien in favor of the Collateral Agent, (i) that no "warning notice" or "restrictions notice" (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of those shares, together with a copy of the "PSC register" (within the meaning of section 790C(10) of the Companies Act 2006) of such Eligible Subsidiary, which is certified by a Responsible Officer of that UK Loan Party to be correct, complete and not amended or superseded as at a date no earlier than the Closing Date, or (ii) that such Eligible Subsidiary is not required to comply with Part 21A of the Companies ▇▇▇ ▇▇▇▇; and (E) that attached thereto is an unconditional positive, written advice from any works council in relation to the transactions contemplated by this Agreement and any other document required for compliance with the Dutch Act on works councils (to the extent applicable); (ii) with respect to any Persons organized, formed or incorporated in any state of the United States, and to the extent applicable in the relevant jurisdiction for any Non-U.S. Entities (but not in respect of any Persons incorporated or organized under the laws of Australia, the UK or Switzerland), a certificate as to the good standing of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); and (viii) such additional supporting other documents as the Lenders, the Issuing Bank or the Administrative Agent or its counsel or any Lender may reasonably requestrequest in writing and consistent with the requirements of Section 4.01, including but not limited to, applicable Security Documents.

Corporate Documents. The Administrative Funding Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State secretary, assistant secretary or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and managing director (to the extent availablewhere applicable) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Loan Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the by-laws or limited liability company agreement, as the case may be, constitutional documents) of such party Loan Party certified (to the extent customary in the applicable state) as in effect on of a recent date by the date Secretary of such certification; State (or equivalent Governmental Authority) of the jurisdiction of its organization, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors and/or shareholders, as applicable, of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderperson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions resolutions, or any other document attached thereto, have not been amendedmodified, rescinded rescinded, amended or supplemented superseded and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary, assistant secretary or managing director executing the certificate referred to in this clause (i), and other customary evidence of incumbency) and (D) that the borrowing, guarantee, or granting of Liens with respect to the Loans or any of the other Secured Obligations would not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded; (ii) a certificate as to the good standing (where applicable, or such other customary functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); (iii) evidence that the records of the applicable Loan Parties at the United Kingdom Companies House and each other relevant registrar of companies (or equivalent Governmental Authority) in the respective jurisdictions of organization of the Loan Parties are accurate, complete and up to date and that the latest relevant accounts have been duly filed, where applicable; 143 (iv))) if relevant, evidence that each Irish Guarantor has done all that is necessary to follow the procedures set out in Sub-Sections (2) and (11) of section 60 of the Companies ▇▇▇ ▇▇▇▇ of Ireland in order to enable it to enter into the Loan Documents; (v) a copy of the constitutional documents of any Person incorporated in Ireland whose shares are subject to security under any Security Document, together with any resolutions of the shareholders of such Person adopting such changes to the constitutional documents of that Person to remove any restriction on any transfer of shares or partnership interests (or equivalent) in such Person pursuant to any enforcement of any such Security Document; (vi) evidence that each of the Loan Parties are members of the same group of companies consisting of a holding company and its subsidiaries for the purposes of Section 155 of the Companies ▇▇▇ ▇▇▇▇ of Ireland and Section 35 of the Companies ▇▇▇ ▇▇▇▇ of Ireland; and (vvii) such additional supporting other documents as the Administrative Lenders, the Issuing Bank or the Funding Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have receivedreceived an officer’s certificate from each Credit Party, with copies for each signed by an Authorized Officer of the Lenderssuch Credit Party, dated on or around Financial Close, certifying: (i) that attached to such certificate is, as applicable, a true and complete copy of the articles one or certificate more certificates of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if its jurisdictional equivalent, as applicable) of the jurisdiction of formation of such party is organized outside Person, dated reasonably near Financial Close certifying (A) as to a true and correct copy of the United States) certificate of formation of such Credit Party and each amendment thereto on file in such Secretary of State’s office (or its jurisdictional equivalent, as applicable) and (B) that (1) such amendments are the only amendments to such Credit Party's ’s Organic Documents on file in such Secretary of State’s office (or its jurisdictional equivalent, as applicable) and (2) such Credit Party is duly incorporated or formed, as applicable, and in good standing or presently subsisting under the laws of the applicable jurisdiction of incorporation or organization, as the case may beformation; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and certifying (A) that attached thereto to such certificate is a true and complete copy of the by-laws or limited liability company agreementOrganic Documents of such Credit Party including, as applicable, evidence of registration thereof in the case may be, public registry corresponding to the corporate domicile of such party as in effect on the date of such certification; Credit Party; (Biii) that attached thereto to such certificate is a true and complete copy of the valid resolutions adopted from the board of directors, managers, shareholders or members, and any other necessary corporate or other applicable authorizations and consents duly authorizing or ratifying: (A) the financing contemplated by this Agreement, (B) to the Board extent applicable, the granting of Directors of such party authorizing the execution, delivery and performance Liens by it in connection therewith in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged SecuritiesSecurity Documents, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; (C) its execution of, delivery of and performance under each Finance Document to which it is or is to be party and each other document required to be executed and delivered by it in accordance 11 Credit and Guaranty Agreement (NextDecade LNG) with the provisions hereof or thereof, and the granting of any necessary powers of attorney; and (iv) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant attached to clause (i) above; and (D) as to the incumbency and specimen signature of each officer of such party executing any Fundamental Document (such certificate to contain is a certification by another officer true and complete copy of such party as to the incumbency and signature of such Credit Party authorized to execute and deliver on its behalf the officer signing Finance Documents to which it is or is to be a party and any other documents in connection with the certificate referred to in this clause (iv)); and (v) such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably requesttransactions contemplated hereby and thereby.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy certified copies of the articles or certificate resolutions of incorporation or the Board of Directors of the Borrower and each Guarantor approving this Amendment No. 6 and the Additional Revolving Commitments, and of all documents evidencing other organizational document of each Credit Partynecessary corporate action and governmental and other third party approvals and consents, certified on a recent date by if any, with respect to this Amendment No. 6 and the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may beAdditional Revolving Commitments; (ii) a copy of a certificate of the Secretary of State or other appropriate governmental official of such the jurisdiction of incorporation or organizationof the Borrower, dated as of a recent date reasonably near the proposed Amendment No. 6 Effective Date, certifying (A) as to the good standing of, a true and (to the extent available) payment correct copy of taxes by, each Credit Party which certificate lists the charter documents of the Borrower and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the office only amendments to the Borrower’s charter on file in such Secretary’s office, (2) the Borrower has paid all franchise taxes to the date of such Secretary certificate and (3) the Borrower is duly incorporated and in good standing or presently subsisting under the laws of the State or other appropriate governmental officialof the jurisdiction of its incorporation; (iii) a certificate of the Borrower signed on behalf of the Borrower by its President or a Vice President and its Secretary or any Assistant Secretary, dated the date hereof (the statements made in which certificate shall be true on and as of a recent the date as hereof), certifying (A) that there have been no amendments to the good standing charter of each Credit Party issued by the Borrower since the date of the Secretary of State State’s certificate referred to in Section 2(d)(ii) above, (B) a true and correct copy of the bylaws of the Borrower as in effect on the date on which the resolutions referred to in Section 2(d)(i) above were adopted and on the date hereof, (C) the due incorporation and good standing or other appropriate governmental official valid existence of each jurisdiction in which such Credit Party is qualified the Borrower as a foreign corporation organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or foreign limited liability company liquidation of the Borrower, (D) the truth and correctness, in all material respects, of the representations and warranties contained in the Credit Agreement on and as listed in Schedule 3.1(aof the date hereof, before and after giving effect to this Amendment No. 6, as though made on and as of the date hereof, other than any such representations or warranties that, by their terms, refer to a specific date, and (E) hereto;that no Default or Unmatured Default has occurred and is continuing, or would occur as a result of the transactions contemplated by this Amendment No. 6; and (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy or an Assistant Secretary of the by-laws Borrower certifying the names and true signatures of the officers of the Borrower and each Guarantor authorized to sign this Amendment No. 6 or limited liability company agreementthe Consent, as the case may be, of such party as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of such party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer of such party executing any Fundamental Document (such certificate to contain a certification by another officer of such party as to the incumbency and signature of the officer signing the certificate referred to in this clause (iv)); and (v) such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably requestapplicable.

Corporate Documents. The Administrative Agent shall have received, with copies for each received such evidence as it may reasonably require as to the authority of the Lendersofficers or attorneys-in-fact executing this Amendment including, but not limited to, the following: (i) a copy bringdown certificate of the articles or certificate of incorporation or other organizational document of each Credit PartyBorrowers, certified on as true and complete by a recent respective officer thereof, certifying as true and complete as of the date by hereof the Secretary constitutional documents of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organizationBorrowers previously provided pursuant to certificates dated June 7, as the case may be2017; (ii) a bringdown certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organizationGuarantor, dated certified as true and complete by an officer thereof, certifying as true and complete as of the date hereof the constitutional documents of the Guarantor previously provided pursuant to a recent date as to the good standing ofcertificate dated June 7, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official2017; (iii) a certificate dated copies, certified as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy by an officer of each of the by-laws Borrowers, of the resolutions of the respective board of directors and shareholders, manager or limited liability company agreementmembers thereof, as the case may be, evidencing approval of this Amendment and authorizing an appropriate officer or attorney-in-fact to execute the same on its behalf, or other evidence of such party approvals and authorizations; (iv) copies, certified as in effect on the date of such certification; (B) that attached thereto is a true and complete copy by an officer of the Guarantor, of the resolutions adopted by of the Board directors, members or managers thereof evidencing approval of Directors this Amendment and authorizing an appropriate officer or officers or attorney-in-fact or attorneys-in-fact to execute the same on its behalf, or other evidence of such party authorizing the executionapprovals and authorizations; (v) copies, delivery certified as true and performance in accordance with their respective terms complete by an officer of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case each of the Borrowers, of all documents evidencing any other necessary action (including actions by such parties thereto other than the borrowings hereunderBorrowers and the Guarantor as may be required by the Lenders), and that such resolutions have not been amended, rescinded approvals or supplemented and are currently in effect; (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant consents with respect to clause (i) above; and (D) as to the incumbency and specimen signature of each officer of such party executing any Fundamental Document (such certificate to contain a certification by another officer of such party as to the incumbency and signature of the officer signing the certificate referred to in this clause (iv))Amendment; and (vvi) all such additional supporting other agreements, instruments, documents and certificates (including a certificate of good standing) of the Borrowers as the Administrative Agent Lenders deem necessary or its counsel or any Lender may reasonably request.advisable; and

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State secretary, assistant secretary or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and managing director (to the extent availablewhere applicable) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Loan Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the by-laws or limited liability company agreement, as the case may be, constitutional documents) of such party Loan Party certified (to the extent customary in the applicable jurisdiction) as in effect on of a recent date by the date Secretary of such certification; State (or equivalent Governmental Authority) of the jurisdiction of its organization, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors and/or shareholders, as applicable, of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderperson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions resolutions, or any other document attached thereto, have not been amendedmodified, rescinded rescinded, amended or supplemented superseded and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary, assistant secretary or managing director executing the certificate referred to in this clause (i) (to the extent customary in the applicable jurisdiction), and other customary evidence of incumbency) and (D) that the borrowing, guarantee, or granting of Liens with respect to the Loans or any of the other Secured Obligations would not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded; (ii) a certificate as to the good standing (where applicable, or such other customary functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); (iii) evidence that the records of the applicable Loan Parties at the United Kingdom Companies House and each other relevant registrar of companies (or equivalent Governmental Authority) in the respective jurisdictions of organization of the Loan Parties are accurate, complete and up to date and that the latest relevant accounts have been duly filed, where applicable; (iv))) a copy of the constitutional documents of any Person incorporated in Ireland whose shares are (or, pursuant to Section 5.15, will be) subject to security under any Security Document, together with 1060441.101066947.03-CHISR01A - MSW any resolutions of the shareholders of such Person adopting such changes to the constitutional documents of that Person to remove any restriction on any transfer of shares or partnership interests (or equivalent) in such Person pursuant to any enforcement of any such Security Document; (v) a written authorization from each Irish Guarantor and each Relevant External Company, authorizing each solicitor in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to sign all required security related registration forms required to be delivered to the Companies Registration Office of Ireland in connection with all or any of the Security Documents; (vi) a written resolution of the shareholders of each Irish Guarantor authorising and approving the terms of, and the performance by each such Irish Guarantor of its obligations under, each of the Loan Documents to which each such Irish Guarantor is to be a party; (vii) up-to date certified copy of the constitutional documents (e.g., for a German GmbH: Handelsregisterauszug, Gesellschaftsvertrag, Gesellschafterliste) for each German Guarantor; and (vviii) such additional supporting other documents as the Lenders or the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent Lender shall have receivedreceived the following documents, with copies for each of the Lenderscertified as indicated below: (i) a copy of the articles or certificate of incorporation or other organizational document charter, as amended, of each Credit Loan Party, certified on as of a recent date by the Secretary of State (or other appropriate governmental official if of the jurisdiction of its formation, and a certificate as of a recent date from such party is organized outside Secretary of State as to the United States) good standing of such Credit Loan Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to from the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental officialof each state in which each Loan Party is required to qualify to do business as a foreign corporation to the effect that such Loan Party is so qualified; (iii) a certificate dated as of a recent date as to the good standing secretary of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Loan Party, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the such Loan Party's by-laws or limited liability company agreement, as the case may be, of such party as in effect on the date of such certification; certificate, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board such Loan Party's board of Directors of such party directors authorizing the execution, delivery and performance in accordance with their respective terms of each of the Fundamental Credit Documents executed by to which such Credit Loan Party and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunderis a party, and that such resolutions have not been amendedmodified, rescinded or supplemented amended and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party Loan Party's charter has not been amended since the date of the last amendment certification thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause subsection (i) above; , and (D) as to the incumbency and specimen signature of each officer of such Loan Party's officers executing each of the Credit Documents to which such Loan Party is a party executing any Fundamental Document (and the Lender may conclusively rely on such certificate until the Lender receives notice in writing from such Loan Party, to contain the contrary); (iv) a certification by certificate of another officer of such party Loan Party as to the incumbency and specimen signature of the officer signing the certificate referred to in this clause (iv)); andsecretary of such Loan Party; (v) a certificate of the secretary of the Investor Guarantor dated the Closing Date and certifying (A) that Investor Guarantor's certificate of incorporation has not been amended since December 20, 1995, or if it has been amended, that attached thereto is a true and complete copy of such additional supporting documents amendment, (B) that the Investor Guarantor's by-laws have not been amended since December 20, 1995, or if they have been amended, that attached thereto is a true and complete copy of such amendment, and (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Investor Guarantor's board of directors authorizing the execution, delivery and performance of each of the Credit Documents to which the Investor Guarantor is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; (vi) a certificate of another officer of the Investor Guarantor as to the Administrative Agent or its counsel or any Lender may reasonably request.incumbency and specimen signature of the secretary of the Investor Guarantor;

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: received (i) a copy of each Organizational Document of the articles or certificate Loan Parties and each Subsidiary whose shares of incorporation or other organizational document capital stock are pledged pursuant to the Subsidiary Pledge Agreement, including all amendments thereto, certified, as of each Credit Party, certified on a recent date by the Secretary an appropriate public official of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's its jurisdiction of incorporation (or, with the consent of the Administrative Agent, the Secretary or organizationAssistant Secretary thereof) and a certificate as to the good standing and charter documents from such public official as of a recent date, as the case may be; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Assistant Secretary of each Credit Party, Loan Party dated the Closing Date and certifying (A) that attached thereto is a true correct and complete copy of the by-laws or limited liability company agreement, as the case may be, of such party Person as in effect on the Closing Date and at all times since a date prior to the date of such certification; the resolutions described in clause (B) below, (B) that attached thereto is a true correct and complete copy of the resolutions duly adopted by the Board of Directors of such party Person, authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the BorrowersLoan Documents, the borrowings hereunderhereunder (if applicable), the granting of Liens pursuant to the Financing Documents and that such resolutions have not been amendedthe other transactions contemplated hereby, rescinded or supplemented and are currently in effect; (C) that the certificate of incorporation or organization of such party Person has not been amended since the date of the last amendment thereto indicated shown on the certificates certificate of the Secretary of State or other appropriate governmental official good standing furnished pursuant to clause (i) above; , and (D) as to the incumbency and specimen signature of each officer of such party Person executing any Fundamental Loan Document or any other document delivered in connection herewith, (such iii) a certificate to contain a certification by of another officer of such party Person as to the incumbency and specimen signature of the officer signing Secretary or Assistant Secretary executing the certificate referred pursuant to in this clause (ii) above, (iv)); and ) a certificate from the Secretary of State of each state in the United States in which the conduct of such Person's business or such Person's ownership of assets requires qualification as to the qualification of such Person to do business and its good standing in such state, and (v) such additional supporting other documents as the Administrative Agent Agent, or its O'Su▇▇▇▇▇▇ ▇▇▇ev & Karabell, LLP, counsel or any Lender to the Administrative Agent, may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State secretary, assistant secretary or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and managing director (to the extent availablewhere applicable) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Loan Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and Effective Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the by-laws or limited liability company agreement, as the case may be, constitutional documents) of such party Loan Party certified (to the extent customary in the applicable jurisdiction) as in effect on of a recent date by the date Secretary of such certification; State (or equivalent Governmental Authority) of the jurisdiction of its organization, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors and/or shareholders, as applicable, of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderperson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions resolutions, or any other document attached thereto, have not been amendedmodified, rescinded rescinded, amended or supplemented superseded and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary, assistant secretary or managing director executing the certificate referred to in this clause (i) (to the extent customary in the applicable jurisdiction), and other customary evidence of incumbency) and (D) that the borrowing, guarantee, or granting of Liens with respect to the Loans or any of the other Secured Obligations would not cause any borrowing, guarantee, security or similar limit binding on such Loan Party to be exceeded; (ii) a certificate as to the good standing (where applicable, or such other customary functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); (iii) evidence that the records of the applicable Loan Parties at the United Kingdom Companies House and each other relevant registrar of companies (or equivalent Governmental Authority) in the respective jurisdictions of organization of the Loan Parties are accurate, complete and up to date and that the latest relevant accounts have been duly filed, where applicable; (iv))) a copy of the constitutional documents of any Person incorporated in Ireland whose shares are (or, pursuant to Section 4.02 or Section 5.15, will be) subject to security under any Security Document, together with any resolutions of the shareholders of such Person adopting such changes to the constitutional documents of that Person to remove any restriction on any transfer of shares or partnership interests (or equivalent) in such Person pursuant to any enforcement of any such Security Document; (v) [intentionally omitted]; (vi) a written resolution of the shareholders of each Irish Guarantor authorising and approving the terms of, and the performance by each such Irish Guarantor of its obligations under, each of the Loan Documents to which each such Irish Guarantor is to be a party; (vii) up-to date certified copy of the constitutional documents (e.g., for a German GmbH: Handelsregisterauszug, Gesellschaftsvertrag, Gesellschafterliste) for each German Guarantor; and (vviii) such additional supporting other documents as the Lenders or the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for received each of the Lendersfollowing, each in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State secretary, assistant secretary, managing director or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing director of each Credit Loan Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and Amendment Effective Date, certifying (A1) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the by-laws or limited liability company agreement, as the case may be, constitutional documents) of such party Loan Party certified (to the extent customary in the applicable jurisdiction) as in effect on of a recent date (but such recency requirement shall be deemed satisfied for any U.S. Loan Party if the date “long-form” good standing certificate for such U.S. Loan Party delivered pursuant to clause (ii) below shows no amendments or modifications to the Organizational Documents of such certification; Loan Party since the last instance when such Organizational Documents were delivered by such Loan Party to the Administrative Agent pursuant to the terms of the Credit Agreement) by the Secretary of State (Bor equivalent Governmental Authority) of the jurisdiction of its organization, (2) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors (or equivalent governing body or Person) and/or shareholders, as applicable, of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunderof, inter alia, this Amendment, the grant of the security interests in the Collateral Amended Credit Agreement and the Pledged Securitiesother Loan Documents to which such Person is a party that are required to be executed in connection herewith, and and, in the case of the Borrowers, the borrowings hereunderunder the Amended Credit Agreement, and that such resolutions resolutions, or any other document attached thereto, have not been amendedmodified, rescinded rescinded, amended or supplemented superseded and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D3) as to the incumbency and specimen signature of each officer or authorized signatory executing this Amendment and any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party officer, director or authorized signatory as to the incumbency and specimen signature of the officer signing secretary, assistant secretary, managing director or other director executing the certificate referred to in this clause (i), and other customary evidence of incumbency) and (4) that the borrowing or guarantee or granting of Liens with respect to the Loans or any of the other Secured Obligations would not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded, each in form and substance reasonably satisfactory to the Lenders party hereto; (ii) a certificate as to the good standing (where applicable, or such other customary functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if available) as of a recent date prior to the Amendment Effective Date, from the Secretary of State in the state or jurisdiction of organization of such Loan Party (or other applicable Governmental Authority), each in form and substance reasonably satisfactory to the Lenders party hereto; (iii) a certificate from a director of each Irish Guarantor confirming that section 82 of the Companies ▇▇▇ ▇▇▇▇ of Ireland does not restrict its entry into this Amendment and the other Loan Documents to which such Person is a party and that each of the Loan Parties are members of the same group of companies consisting of a holding company and its subsidiaries for the purposes of Section 7 of the Companies ▇▇▇ ▇▇▇▇ of Ireland and Section 8 of the Companies ▇▇▇ ▇▇▇▇ of Ireland; (iv))) up-to date certified copy of the constitutional documents (e.g., for a German GmbH: Handelsregisterauszug, Gesellschaftsvertrag, Gesellschafterliste) for each German Loan Party; and (v) such additional supporting other documents as the Lenders party hereto, Issuing Banks party hereto or the Administrative Agent or its counsel or any Lender Collateral Agent may reasonably request.. 1209502.04-CHISR02A - MSW

Corporate Documents. The Administrative Agent On or before the Closing Date, each Bank and the Issuing Bank shall have receivedreceived (i) copy of the Certificate of Incorporation, with copies for as amended, of each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of Borrower and each Credit PartyGuarantor, certified on as of a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside of the United States) state of incorporation of such Credit Party's jurisdiction of incorporation or organization, as the case may be; person; (ii) a certificate of the such Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organizationState, dated as of a recent date date, as to the good standing of, and (to the extent available) payment of taxes by, the Borrower and each Credit Party which certificate lists Guarantor, as applicable, and as to the charter documents of the Borrower and each Guarantor, as applicable, on file in the office of each such Secretary of State or other appropriate governmental official; State; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Partyof the Borrower and each Guarantor, each dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the byBy-laws of the Borrower or limited liability company agreementsuch Guarantor, as the case may beapplicable, of such party as in effect on the date of such certification; , (B) that attached thereto is a true and 220 complete copy of the resolutions adopted by the Board of Directors of the Borrower or such party Guarantor, authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunderto which it is a party, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; (C) that the certificate Certificate of incorporation Incorporation of the Borrower or organization of such party Guarantor, as applicable, has not been amended since the date of the last amendment thereto indicated on the certificates applicable certificate of the Secretary of State or other appropriate governmental official furnished pursuant to clause (iii) above; above and (D) as to the incumbency and specimen signature of each officer of the Borrower or such party Guarantor, as applicable, executing the Fundamental Documents to which it is a party, or any Fundamental Document other document delivered in connection herewith or therewith, as the case may be, (each such certificate to contain a certification by another officer of the Borrower or such party Guarantor, as applicable, as to the incumbency and signature of the officer signing the certificate referred to in this clause (iviii)); and and (viv) such additional supporting other documents as any Bank or counsel for the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State secretary, assistant secretary or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and managing director (to the extent availablewhere applicable) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Loan Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the by-laws or limited liability company agreement, as the case may be, constitutional documents) of such party Loan Party certified (to the extent customary in the applicable state) as in effect on of a recent date by the date Secretary of such certification; State (or equivalent Governmental Authority) of the jurisdiction of its organization, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors and/or shareholders, as applicable, of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderperson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions resolutions, or any other document attached thereto, have not been amendedmodified, rescinded rescinded, amended or supplemented superseded and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary, assistant secretary or managing director executing the certificate referred to in this clause (i), and other customary evidence of incumbency) and (D) that the borrowing, guarantee, or granting of Liens with respect to the Loans or any of the other Secured Obligations would not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded; (ii) a certificate as to the good standing (where applicable, or such other customary functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); (iii) evidence that the records of the applicable Loan Parties at the United Kingdom Companies House and each other relevant registrar of companies (or equivalent Governmental Authority) in the respective jurisdictions of organization of the Loan Parties are accurate, complete and up to date and that the latest relevant accounts have been duly filed, where applicable; (iv))) if relevant, evidence that each Irish Guarantor has done all that is necessary to follow the procedures set out in Sub-Sections (2) and (11) of section 60 of the Companies ▇▇▇ ▇▇▇▇ of Ireland in order to enable it to enter into the Loan Documents; (v) a copy of the constitutional documents of any Person incorporated in Ireland whose shares are subject to security under any Security Document, together with any resolutions of the shareholders of such Person adopting such changes to the constitutional documents of that Person to remove any restriction on any transfer of shares or partnership interests (or equivalent) in such Person pursuant to any enforcement of any such Security Document; 92 (vi) evidence that each of the Loan Parties are members of the same group of companies consisting of a holding company and its subsidiaries for the purposes of Section 155 of the Companies ▇▇▇ ▇▇▇▇ of Ireland and Section 35 of the Companies ▇▇▇ ▇▇▇▇ of Ireland; and (vvii) such additional supporting other documents as the Lenders or the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State secretary, assistant secretary or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and managing director (to the extent availablewhere applicable) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Loan Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the by-laws or limited liability company agreement, as the case may be, constitutional documents) of such party Loan Party certified (to the extent customary in the applicable jurisdiction) as in effect on of a recent date by the date Secretary of such certification; State (or equivalent Governmental Authority) of the jurisdiction of its organization, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors and/or shareholders, as applicable, of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderperson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions resolutions, or any other document attached thereto, have not been amendedmodified, rescinded rescinded, amended or supplemented superseded and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary, assistant secretary or managing director executing the certificate referred to in this clause (i), and other customary evidence of incumbency) and (D) that the borrowing, guarantee, or granting of Liens with respect to the Loans or any of the other Secured Obligations would not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded; (ii) a certificate as to the good standing (where applicable, or such other customary functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); (iii) evidence that the records of the applicable Loan Parties at the United Kingdom Companies House and each other relevant registrar of companies (or equivalent Governmental Authority) in the respective jurisdictions of organization of the Loan Parties are accurate, complete and up to date and that the latest relevant accounts have been duly filed, where applicable; (iv))) if relevant, evidence that each Irish Guarantor has done all that is necessary to follow the procedures set out in Sub-Sections (2) and (11) of section 60 of the Companies ▇▇▇ ▇▇▇▇ of Ireland in order to enable it to enter into the Loan Documents; 1160299.01-CHISR1160299.03H-CHISR02A - MSW (v) a copy of the constitutional documents of any Person incorporated in Ireland whose shares are subject to security under any Security Document, together with any resolutions of the shareholders of such Person adopting such changes to the constitutional documents of that Person to remove any restriction on any transfer of shares or partnership interests (or equivalent) in such Person pursuant to any enforcement of any such Security Document; (vi) evidence that each of the Loan Parties are members of the same group of companies consisting of a holding company and its subsidiaries for the purposes of Section 155 of the Companies ▇▇▇ ▇▇▇▇ of Ireland and Section 35 of the Companies ▇▇▇ ▇▇▇▇ of Ireland; (vii) up-to date certified copy of the constitutional documents (e.g., for a German GmbH: Handelsregisterauszug, Gesellschaftsvertrag, Gesellschafterliste) for each German Loan Party; and (vviii) such additional supporting other documents as the Lenders, the Issuing Banks or the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The At the time of the making of the initial Loan, the Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the each Credit Party's articles or certificate of incorporation or other organizational document of each Credit Partyjoint venture agreement, certified on as of a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the such Secretary of State or other appropriate governmental official and of the franchise tax entity of such jurisdiction of incorporation or organizationincorporation, if available, dated as of a recent date as to the good standing of, of and (to the extent available) payment of taxes by, by each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental officialState; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such each Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto;corporation; and (iv) a certificate of the Secretary of each Credit Party, Party dated the Closing Date date of the initial Loans and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the case may be, of such party Credit Party as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of such party Credit Party authorizing (to the extent applicable) the Borrowings hereunder, the execution, delivery and performance in accordance with their respective terms of this Credit Agreement, the Fundamental Documents Notes (if any) to be executed by such Credit Party it, and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, thereunder and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; , (C) that the certificate of incorporation or organization of such party Credit Party has not been amended since the date of the last amendment thereto indicated on the certificates certificate of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; above except to the extent specified in such Secretary's certificate and (D) as to the incumbency and specimen signature of each officer of such party Credit Party executing (as applicable) this Credit Agreement, the Notes or any Fundamental Document other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of such party Credit Party as to the incumbency and signature of the officer signing the certificate referred to in this clause (iv)); and (v) such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or each Debtor's certificate of incorporation incorporation, partnership agreement or other organizational document of each Credit Partydocument, certified on as of a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit PartyDebtor's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State or other appropriate governmental official of such Foreign Subsidiary's jurisdiction of incorporation or organizationformation; (ii) with respect to all Debtors other than NBV a certificate of such Secretary of State, or other appropriate governmental official of such Foreign Subsidiary's jurisdiction of incorporation or formation dated as of a recent date as to the good standing of, (or equivalent thereof) of and (to the extent available) payment of taxes by, by each Credit Party Debtor which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental officialofficial and, with respect to NBV, an extract of the relevant Trade Register in the Netherlands; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party Debtor issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto;in (iv) a certificate of the Secretary of each Credit PartyDebtor or, in the case of NBV, a managing director, dated the Closing Date date of the initial Loans and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the case may be, of such party Debtor as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of such party Debtor authorizing (to the extent applicable) the Borrowings hereunder, the execution, delivery and performance in accordance with their respective terms of this Credit Agreement, the Fundamental Documents Notes to be executed by such Credit Party it, and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; (C) that the certificate of incorporation or organization of such party Debtor has not been amended since the date of the last amendment thereto indicated on the certificates certificate of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; above except to the extent specified in such Secretary's or Managing Director's certificate and (D) as to the incumbency and specimen signature of each officer of such party Debtor executing (as applicable) this Credit Agreement, the Notes or any Fundamental Document other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of such party Debtor as to the incumbency and signature of the officer signing the certificate referred to in this clause (iv)); and (v) such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State secretary or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing assistant secretary of each Credit Loan Party issued by the Secretary of State or (other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(athan Genco Provence Limited) hereto; and Security Provider (ivother than Genco Shipping Pte. Ltd.) a certificate of the Secretary of each Credit Party, dated the Closing Date and Fourth Amendment Effective Date, with appropriate insertions, certifying (A) that attached thereto is a true and complete copy of each Organizational Document of such Loan Party and Security Provider certified (to the by-laws extent applicable) as of a recent date by the Secretary of State (or limited liability company agreementsimilar authority) of the state of its incorporation or organization, as the case may bebe (or, in lieu thereof, a certification that the Organizational Documents attached to the certificates delivered to the Administrative Agent by such Loan Party in connection with the Closing Date pursuant to Section 4.01(b) of such party as the Existing Credit Agreement remain in full force and effect on the date of such certification; Fourth Amendment Effective Date without modification or amendment since the Closing Date), (B) that attached thereto is a true and complete copy copies of the customary powers of attorney (if any), resolutions duly adopted by the Board of Directors of such party Loan Party and Security Provider authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and this Fourth Amendment or any other documents required Loan Document or contemplated hereunder or thereunderany other document delivered in connection herewith to which such Person is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the BorrowersBorrower, the borrowings hereundermaking of the Credit Extensions hereunder and under the Amended Credit Agreement, and that such powers of attorney and/or resolutions have not been amendedmodified, rescinded or supplemented amended and are currently in effect; full force and effect and (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer executing this Fourth Amendment or any other Loan Document or any other document delivered in connection herewith and the other Loan Documents on behalf of such party executing any Fundamental Document Loan Party and Security Provider (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary or assistant secretary executing the certificate referred to in required by this clause (ivc)); and (vii) a certificate as to the good standing of each Loan Party (other than Genco Provence Limited) and Security Provider (other than Genco Shipping Pte. Ltd.) (in so-called “long-form” if available) as of a recent date and a “bring down” good standing certificate of each Loan Party and Security Provider as of the Fourth Amendment Effective Date (or, in each case, local equivalent thereof), in each case, from such additional supporting documents as the Administrative Agent Secretary of State (or its counsel or any Lender may reasonably requestsimilar authority).

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document certificate of limited partnership (or equivalent document) of each Credit Party, certified on a recent date (not more than five (5) Business Days prior to the Closing Date) by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) relevant office of such Credit Party's Person’s jurisdiction of incorporation or organization, as the case may be; (ii) from each jurisdiction in which it is available, a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date (not more than five (5) Business Days prior to the Closing Date) as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party Party, which certificate lists (if available) the charter documents on file in the office of such Secretary of State or other appropriate governmental officialState; (iii) from each jurisdiction in which it is available, a certificate dated as of a recent date (not more than five (5) Business Days prior to the Closing Date) as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official relevant office of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company organization as listed in Schedule 3.1(a) 3.1 hereto;; and (iv) a certificate of the Secretary, Assistant Secretary or other appropriate officer acceptable to the Administrative Agent of each Credit Party, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws laws, articles of organization, partnership agreement (or limited liability company agreement, as the case may be, equivalent document) of such party as in effect on the date of such certificationcertification or that the organizational documents delivered in connection with the April 13, 2007 refinancing of the Existing First Lien Facilities remain in full force and effect and have not been amended; (B) that attached thereto is a true and complete copy of the resolutions adopted by the Board board of Directors directors (or equivalent body) of such party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by such Credit Party Party, as applicable, and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged SecuritiesCollateral, and in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; (C) that the articles, certificate of incorporation or organization certificate of limited partnership (or equivalent document) of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official office furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer of such party executing any Fundamental Document (such certificate to contain a certification by another officer of such party as to the incumbency and signature of the officer signing the certificate referred to in this clause (iv)); and ) and (vE) such additional supporting that all copies or originals of documents as the Administrative Agent or its counsel or any Lender may reasonably requestdelivered pursuant to this Section 4.1 are true, correct and complete.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State secretary, assistant secretary or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and managing director (to the extent availablewhere applicable) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Loan Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the by-laws or limited liability company agreement, as the case may be, constitutional documents) of such party Loan Party certified (to the extent customary in the applicable state) as in effect on of a recent date by the date Secretary of such certification; State (or equivalent Governmental Authority) of the jurisdiction of its organization, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors and/or shareholders, as applicable, of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderperson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions resolutions, or any other document attached thereto, have not been amendedmodified, rescinded rescinded, amended or supplemented superseded and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary, assistant secretary or managing director executing the certificate referred to in this clause (i), and other customary evidence of incumbency) and (D) that the borrowing, guarantee, or granting of Liens with respect to the Loans or any of the other Secured Obligations would not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded; (ii) a certificate as to the good standing (where applicable, or such other customary functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); (iii) evidence that the records of the applicable Loan Parties at the United Kingdom Companies House and each other relevant registrar of companies (or equivalent Governmental Authority) in the respective jurisdictions of organization of the Loan Parties are accurate, complete and up to date and that the latest relevant accounts have been duly filed, where applicable; (iv))) if relevant, evidence that each Irish Guarantor has done all that is necessary to follow the procedures set out in Sub-Sections (2) and (11) of section 60 of the Companies A▇▇ ▇▇▇▇ of Ireland in order to enable it to enter into the Loan Documents; (v) a copy of the constitutional documents of any Person incorporated in Ireland whose shares are subject to security under any Security Document, together with any resolutions of the shareholders of such Person adopting such changes to the constitutional documents of that Person to remove any restriction on any transfer of shares or partnership interests (or equivalent) in such Person pursuant to any enforcement of any such Security Document; 92 (vi) evidence that each of the Loan Parties are members of the same group of companies consisting of a holding company and its subsidiaries for the purposes of Section 155 of the Companies A▇▇ ▇▇▇▇ of Ireland and Section 35 of the Companies A▇▇ ▇▇▇▇ of Ireland; and (vvii) such additional supporting other documents as the Lenders or the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State secretary, assistant secretary or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and managing director (to the extent availablewhere applicable) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Loan Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and Effective Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document (or its equivalent including the by-laws or limited liability company agreement, as the case may be, constitutional documents) of such party Loan Party certified (to the extent customary in the applicable jurisdiction) as in effect on of a recent date by the date Secretary of such certification; State (or equivalent Governmental Authority) of the jurisdiction of its organization, (B) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors and/or shareholders, as applicable, of such party Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Loan Documents executed by to which such Credit Party and any other documents required or contemplated hereunder or thereunderperson is a party and, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions resolutions, or any other document attached thereto, have not been amendedmodified, rescinded rescinded, amended or supplemented superseded and are currently in full force and effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such party executing any Fundamental Document Loan Party (such together with a certificate to contain a certification by of another officer of such party as to the incumbency and specimen signature of the officer signing secretary, assistant secretary or managing director executing the certificate referred to in this clause (i) (to the extent customary in the applicable jurisdiction), and other customary evidence of incumbency) and (D) that the borrowing, guarantee, or granting of Liens with respect to the Loans or any of the other Secured Obligations would not cause any borrowing, guarantee, security or similar limit binding on such Loan Party to be exceeded; (ii) a certificate as to the good standing (where applicable, or such other customary functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); (iii) evidence that the records of the applicable Loan Parties at the United Kingdom Companies House and each other relevant registrar of companies (or equivalent Governmental Authority) in the respective jurisdictions of organization of the Loan Parties are accurate, complete and up to date and that the latest relevant accounts have been duly filed, where applicable; 1060441.101066947.03-CHISR01A - MSW (iv))) a copy of the constitutional documents of any Person incorporated in Ireland whose shares are (or, pursuant to Section 4.02 or Section 5.15, will be) subject to security under any Security Document, together with any resolutions of the shareholders of such Person adopting such changes to the constitutional documents of that Person to remove any restriction on any transfer of shares or partnership interests (or equivalent) in such Person pursuant to any enforcement of any such Security Document; (v) [intentionally omitted]; (vi) a written resolution of the shareholders of each Irish Guarantor authorising and approving the terms of, and the performance by each such Irish Guarantor of its obligations under, each of the Loan Documents to which each such Irish Guarantor is to be a party; (vii) up-to date certified copy of the constitutional documents (e.g., for a German GmbH: Handelsregisterauszug, Gesellschaftsvertrag, Gesellschafterliste) for each German Guarantor; and (vviii) such additional supporting other documents as the Lenders or the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the certificate of formation, articles or certificate of incorporation or other organizational document certificate of limited partnership (or equivalent document) of the Parent and each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) relevant office of such Credit Party's Person’s jurisdiction of incorporation or organization, as the case may be, which certificate lists (if available) the charter documents on file in the office of such Secretary of State; (ii) from each jurisdiction in which it is available, a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, the Parent and each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental officialParty; (iii) from each jurisdiction in which it is available, a certificate dated as of a recent date as to the good standing of the Parent and each Credit Party issued by the Secretary of State or other appropriate governmental official relevant office of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company organization as listed in Schedule 3.1(a) 3.1 hereto; (iv) a certificate of the Secretary, Assistant Secretary or other appropriate officer acceptable to the Administrative Agent, of the Parent and each Credit Party, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws laws, articles of organization, partnership agreement (or limited liability company agreement, as the case may be, equivalent document) of such party as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors (or equivalent body) of such party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental Documents executed by the Parent or such Credit Party Party, as applicable, and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged SecuritiesCollateral, and in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; (C) that the certificate of formation, articles, certificate of incorporation or organization certificate of limited partnership (or equivalent document) of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official office furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer of such party executing any Fundamental Document (such certificate to contain a certification by another officer of such party as to the incumbency and signature of the officer signing the certificate referred to in this clause (iv)); and (v) such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent Lender shall have received, with copies for each of the Lenders: (i) a copy of the articles or articles, certificate of incorporation or other organizational document documents of each Credit Party, certified on as of a recent date by the Secretary of State (of the jurisdiction of incorporation or other appropriate governmental official if such party is organized outside the United States) organization of such Credit Party's jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the such Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organizationState, dated as of a recent date date, as to the good standing of, of and (to the extent available) payment of taxes by, by each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental officialParty; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto3.1; (iv) a certificate of the Secretary of each Credit Party, Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the case may be, of such party as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors or other governing body of such party authorizing the execution, delivery and performance in accordance with their respective terms of this Credit Agreement, the other Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securitiespledged securities and, and in addition, as to the case of the BorrowersBorrower, the borrowings hereunder, hereunder and the Notes and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates certificate of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; above except to the extent specified in such Secretary’s certificate and (D) as to the incumbency and specimen signature of each officer of such party Credit Party executing any Fundamental Document (such certificate to contain a certification by another officer of such party Credit Party as to the incumbency and signature of the officer signing the certificate referred to in this clause (iv)); and (v) such additional supporting documents as the Administrative Agent Lender or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have received, with copies for each of the Lenders: (i) a copy of the articles or certificate of incorporation or other organizational document of each Credit Party, certified on as of a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's ’s jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State or other appropriate governmental official and of the franchise tax entity of such jurisdiction of incorporation or organizationincorporation, dated as of a recent date as to the good standing of, of and (to the extent available) payment of taxes by, by each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental officialState; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such each Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) heretocorporation; (iv) a certificate of the Secretary of each Credit Party, Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the case may be, of such party as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of such party authorizing (to the extent applicable) the Borrowings hereunder, the execution, delivery and performance in accordance with their respective terms of this Credit Agreement, the Fundamental Documents Notes (if any) to be executed by such Credit Party it, and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, thereunder to be executed by it and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; , (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates certificate of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; above except to the extent specified in such Secretary’s certificate and (D) as to the incumbency and specimen signature of each officer of such party executing (as applicable) this Credit Agreement, the Notes or any Fundamental Document other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of such party as to the incumbency and signature of the officer signing the certificate referred to in this clause (iv)); and (v) such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably request.

Corporate Documents. The Administrative Agent shall have receivedreceived an officer’s certificate from each Credit Party, with copies for each signed by an Authorized Officer of such Credit Party, dated as of the LendersClosing Date, certifying: (i) that attached to such certificate is, as applicable, a true and complete copy of the articles one or certificate more certificates of incorporation or other organizational document of each Credit Party, certified on a recent date by the Secretary of State (or other appropriate governmental official if its jurisdictional equivalent, as applicable) of the jurisdiction of formation of such party is organized outside Person, dated reasonably near Financial Close certifying (A) as to a true and correct copy of the United States) certificate of formation of such Credit Party and each amendment thereto on file in such Secretary of State’s office (or its jurisdictional equivalent, as applicable) and (B) that (1) such amendments are the only amendments to such Credit Party's ’s Organic Documents on file in such Secretary of State’s office (or its jurisdictional equivalent, as applicable) and (2) such Credit Party is duly incorporated or formed, as applicable, and in good standing or presently subsisting under the laws of the applicable jurisdiction of incorporation or organization, as the case may beformation; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to the extent available) payment of taxes by, each Credit Party which certificate lists the charter documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Party, dated the Closing Date and certifying (A) that attached thereto to such certificate is a true and complete copy of the by-laws or limited liability company agreementOrganic Documents of such Credit Party including, as applicable, evidence of registration thereof in the case may be, public registry corresponding to the corporate domicile of such party as in effect on the date of such certification; Credit Party; (Biii) that attached thereto to such certificate is a true and complete copy of the valid resolutions adopted from the board of directors, managers, shareholders or members, and any other necessary corporate or other applicable authorizations and consents duly authorizing or ratifying: (A) the financing and other transactions contemplated by this Agreement, (B) to the Board extent applicable, the granting of Directors of such party authorizing the execution, delivery and performance Liens by it in connection therewith in accordance with their respective terms of the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged SecuritiesSecurity Documents, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; (C) its execution of, delivery of and performance under each Finance Document to which it is or is to be party and each other document or instrument required to be executed and delivered by it in accordance with the provisions hereof or thereof, and the granting of any necessary powers of attorney; and (iv) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant attached to clause (i) above; and (D) as to the incumbency and specimen signature of each officer of such party executing any Fundamental Document (such certificate to contain is a certification by another officer true and complete copy of such party as to the incumbency and signature of such Credit Party authorized to execute and deliver on its behalf the officer signing Finance Documents to which it is or is to be a party and any other documents in connection with the certificate referred to in this clause (iv)); and (v) such additional supporting documents as the Administrative Agent or its counsel or any Lender may reasonably requesttransactions contemplated hereby and thereby.

Corporate Documents. The Administrative Agent shall have received, with copies for each received a certificate of the Lenderssecretary or assistant secretary (or equivalent) of each Loan Party certifying (x) as to the incumbency and genuineness of the signature of each officer of such Loan Party executing this Amendment and any other Loan Documents executed in connection herewith and (y) that: (i) a copy attached thereto are true, correct and complete copies of (A) the articles or certificate of incorporation or other organizational document similar charter documents of each Credit Partysuch Loan Party and, certified on as of a recent date by the Secretary of State (or other appropriate governmental official if such party is organized outside the United States) of such Credit Party's Governmental Authority in its jurisdiction of incorporation or organization, as the case may be; (ii) a certificate of the Secretary of State or other appropriate governmental official of such jurisdiction of incorporation or organization, dated as of a recent date as to the good standing of, and (to B) the extent available) payment of taxes by, each Credit Party which certificate lists the charter bylaws or operating agreement or similar governing documents on file in the office of such Secretary of State or other appropriate governmental official; (iii) a certificate dated as of a recent date as to the good standing of each Credit Party issued by the Secretary of State or other appropriate governmental official of each jurisdiction in which such Credit Party is qualified as a foreign corporation or foreign limited liability company as listed in Schedule 3.1(a) hereto; (iv) a certificate of the Secretary of each Credit Loan Party, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement, as the in each case may be, of such party as in effect on the date hereof (or, in each case, there have been no changes to such Loan Party’s articles of such certification; incorporation or similar charter documents or bylaws, operating agreement or similar governing documents most recently delivered to the Administrative Agent on the Effective Date, the First Amendment Effective Date, or the effective date of any Joinder Agreement, as applicable); (Bii) that attached thereto is a true true, correct and complete copy of the resolutions duly adopted by the Board board of Directors directors (or the equivalent governing body) of such party each Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of the Fundamental this Amendment and such other Loan Documents executed by in connection herewith to which such Credit Loan Party and any other documents required or contemplated hereunder or thereunder, the grant of the security interests in the Collateral and the Pledged Securities, and in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; (C) that the certificate of incorporation or organization of such party has not been amended since the date of the last amendment thereto indicated on the certificates of the Secretary of State or other appropriate governmental official furnished pursuant to clause (i) above; and (D) as to the incumbency and specimen signature of each officer of such party executing any Fundamental Document (such certificate to contain is a certification by another officer of such party as to the incumbency and signature of the officer signing the certificate referred to in this clause (iv))party; and (viii) attached thereto is a certificate, as of a recent date, of the good standing of each Loan Party under the laws of its jurisdiction of organization (or equivalent) (to the extent such additional supporting documents as concept exists in such jurisdiction with respect to the Administrative Agent or its counsel or any Lender may reasonably requestapplicable type of entity) and a certificate of the relevant taxing authorities of such jurisdictions, if available, certifying that such Person has filed required tax returns and owes no delinquent taxes (to the extent such certificates are issued by a Governmental Authority in such jurisdiction).