Common use of Other Certifications Clause in Contracts

Other Certifications. The Administrative Agent shall have received the following: (i) a copy of the charter of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdiction) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of credit, listing the charter of such Loan Party and each amendment thereto on file in such office and certifying that (A) such amendments are the only amendments to such Loan Party's charter on file in such office, (B) such Loan Party has paid all franchise taxes to the date of such certificate (if obtainable in such jurisdiction) and (C) such Loan Party is duly organized and in good standing under the laws of such jurisdiction; (iii) to the extent obtainable, an electronic or facsimile confirmation from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each Loan Party is organized certifying that such Loan Party is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and (iv) to the extent obtainable, a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where any Loan Party is required to be qualified as a foreign corporation or entity, other than any state or province where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, dated reasonably near the date of the initial extension of credit, stating that such Loan Party is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date of the initial extension of credit has confirmed the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction on or about such date.

Other Certifications. The Administrative Agent shall have received the following: (i) a copy of the charter of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdictioncredit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of credit, listing the charter of such Loan Party and each amendment thereto on file in such office and and, if available, certifying that (A) such amendments are the only amendments to such Loan Party's Person’s charter on file in such office, (B) such Loan Party Person has paid all franchise taxes to the date of such certificate (if obtainable in such jurisdiction) and (C) such Loan Party Person is duly organized and in good standing under the laws of such jurisdiction; (iii) to the extent obtainable, an electronic or facsimile confirmation from written confirmation, prepared by, or on behalf of, a filing service acceptable to the Administrative Agent, stating that each Secretary of State or other applicable Governmental Authority of each jurisdiction in which each a Loan Party is organized certifying has certified that such Loan Party is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and (iv) to the extent obtainable, a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where any Loan Party is required to be qualified as a foreign corporation or entity, other than any state or province where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, dated reasonably near the date of the initial extension of credit, stating that such Loan Party is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic or facsimile written confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date of the initial extension of credit has confirmed the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction on or about such date.

Other Certifications. The Administrative Agent shall have received the following: (i) a copy of the charter of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdictioncredit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of credit, listing the charter of such Loan Party and each amendment thereto on file in such office and certifying that (A) such amendments are the only amendments to such Loan Party's ’s charter on file in such office, (B) such Loan Party has paid all franchise taxes to the date of such certificate (if obtainable in such jurisdiction) and (C) such Loan Party is duly organized and in good standing under the laws of such jurisdiction; (iii) to the extent obtainable, an electronic or facsimile confirmation from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each such Loan Party is organized certifying that such Loan Party is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and (iv) to the extent obtainable, a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where any Loan Party is required to be qualified as a foreign corporation or entity, other than any state or province where the failure to be so qualified could not reasonably be expected to have a Material Adverse EffectState of Texas, dated reasonably near the date of the initial extension of credit, stating that such each Loan Party is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that from the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date of the initial extension of credit has confirmed as to the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction on or about such date, prepared by, or on behalf of, a filing service acceptable to Administrative Agent.

Other Certifications. The Administrative Agent shall have received the following: (i) a copy of the charter of the Borrower and each Loan Party Subsidiary Guarantor and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdictionClosing Date) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of creditClosing Date, listing the charter of such Loan Party and each amendment thereto on file in such office and certifying that (A) such amendments are the only amendments to such Loan PartyPerson's charter on file in such office, (B) such Loan Party Person has paid all franchise taxes to the date of such certificate (if obtainable in such jurisdiction) and (C) such Loan Party Person is duly organized and in good standing under the laws of such jurisdiction; (iii) to the extent obtainable, an electronic or facsimile a telephonic confirmation from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each Loan Party such Person is organized certifying that such Loan Party the Borrower and each Subsidiary Guarantor is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; Closing Date, together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and (iv) to the extent obtainable, a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where any Loan Party is required to be qualified as a foreign corporation or entity, other than any state or province where jurisdiction reasonably requested by the failure to be so qualified could not reasonably be expected to have a Material Adverse EffectAdministrative Agent, dated reasonably near the date of the initial extension of creditClosing Date, stating that such Loan Party the Borrower and each of its Subsidiaries is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating provided that the Secretary failure to be so duly qualified in any particular jurisdiction shall not constitute a failure of State or this condition precedent unless such failure, when taken together with any other such failure in any other applicable Governmental Authority of each such jurisdiction on the date of the initial extension of credit has confirmed the due qualification and continued good standing of each such Person as jurisdiction, could reasonably be expected to have a foreign corporation or entity in each such jurisdiction on or about such dateMaterial Adverse Effect.

Other Certifications. The Administrative Agent shall have received the following: (i) a copy of the charter of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdiction) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority (or, in the case of any Loan Party organized under the laws of Canada or any province thereof, the corporate secretary of such Loan Party) of the jurisdiction in which each such Loan Party is organized; (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of credit, listing the charter of such Loan Party and each amendment thereto on file in such office and certifying that (A) such amendments are the only amendments to such Loan Party's ’s charter on file in such office, (B) such Loan Party has paid all franchise taxes to the date of such certificate (if obtainable in such jurisdiction) and (C) such Loan Party is duly organized and in good standing under the laws of such jurisdiction; (iii) to the extent obtainable, an electronic or facsimile confirmation from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each Loan Party is organized certifying that such Loan Party is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and (iv) to the extent obtainable, a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where any Loan Party is required to be qualified as a foreign corporation or entity, other than any state or province where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, dated reasonably near the date of the initial extension of credit, stating that such Loan Party is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date of the initial extension of credit has confirmed the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction on or about such date.

Other Certifications. The Administrative Agent shall have received the following: (i) a copy of the charter of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdictioncredit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of credit, listing the charter of such Loan Party and each amendment thereto on file in such office and certifying that (A) such amendments are the only amendments to such Loan Party's ’s charter on file in such office, (B) such Loan Party has paid all franchise taxes to the date of such certificate (if obtainable in such jurisdiction) and (C) such Loan Party is duly organized and in good standing under the laws of such jurisdiction; (iii) to the extent obtainable, an electronic or facsimile confirmation from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each such Loan Party is organized certifying that such Loan Party is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and (iv) to the extent obtainable, a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where any Loan Party is required to be qualified as a foreign corporation or entity, other than any state or province where the failure to be so qualified could not reasonably be expected to have a Material Adverse EffectState of Texas, dated reasonably near the date of the initial extension of credit, stating that such each Loan Party is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that from the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date of the initial extension of credit has confirmed as to the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction on or about such date, prepared by, or on behalf of, a filing service acceptable to Agent.

Other Certifications. The Administrative Agent shall have received the following: (i) a copy of the charter Governing Documents of each Loan Party (other than a Loan Party that is not Holdings, the Borrower or a Subsidiary Guarantor) and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdictioncredit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, Authority of the jurisdiction in which each such Loan Party (other than a Loan Party that is organizednot Holdings, the Borrower or a Subsidiary Guarantor) is organized dated reasonably near the date of the initial extension of credit, listing the charter Governing Documents of such Loan Party and each amendment thereto on file in such office and certifying that (A) such amendments are the only amendments to such Loan Party's charter on file in such office, (B) such Loan Party has paid all franchise taxes to the date of such certificate (if obtainable in such jurisdiction) and (C) such Loan Party is duly organized and in good standing under the laws of such jurisdiction;; and (iii) to the extent obtainable, an electronic or facsimile confirmation from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each such Loan Party referred to in clause (ii) above is organized certifying that such Loan Party is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and. (iv) to the extent obtainable, a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where any Loan Party is required to be qualified as a foreign corporation or entityof Georgia, other than any state or province where the failure to be so qualified could not reasonably be expected to have a Material Adverse EffectOklahoma, Mississippi, and Nevada, dated reasonably near the date of the initial extension of credit, stating that such that, with respect to each Loan Party (other than a Loan Party that is not Holdings, the Borrower or a Subsidiary Guarantor) that is required to be qualified as a foreign corporation or entity in such jurisdiction, each Loan Party (other than a Loan Party that is not Holdings, the Borrower or a Subsidiary Guarantor) is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date of the initial extension of credit has confirmed the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction on or about such date.

Other Certifications. The Administrative Agent shall have received (or be satisfied that it will receive on the Closing Date) the following: (i) a copy of the charter Governing Documents of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdiction) Closing Date as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date as of the initial extension of creditClosing Date, listing the charter of such Loan Party and each amendment thereto on file in such office and certifying that (A) such amendments are the only amendments to such Loan PartyPerson's charter on file in such office, (B) such Loan Party Person has paid all franchise taxes to the date of such certificate (if obtainable in such jurisdiction) and (C) such Loan Party Person is duly organized and in good standing under the laws of such jurisdiction; (iii) to the extent obtainable, an electronic or facsimile a telephonic confirmation from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each Loan Party is organized organized, certifying that such Loan Party is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; , together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and (iv) to the extent obtainable, a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where any jurisdiction in which each Loan Party is required to be qualified as a foreign corporation or entity, other than any state or province where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, entity dated reasonably near the date of the initial extension of credit, stating that such Loan Party is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that telephonic confirmation from the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date of the initial extension of credit has confirmed as to the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction on or about such date, together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent.

Other Certifications. The Administrative Agent shall have received the following: (i) a copy of the charter Charter of TTPC, LP, the Borrower and each other Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdictioncredit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of credit, listing the charter of such Loan Party and each amendment thereto on file in such office and certifying that (A) such amendments are the only amendments to such Loan Party's charter Person’s Charter on file in such office, (B) such Loan Party Person has paid all franchise taxes to the date of such certificate (if obtainable in such jurisdiction) and (C) such Loan Party Person is duly organized and in good standing under the laws of such jurisdiction; (iii) to the extent obtainable, an electronic or facsimile a telephonic confirmation from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each Loan Party such Person is organized certifying that such Loan Party Person is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; , together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and (iv) to the extent obtainable, a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where any Loan Party jurisdiction in which TTPC, LP, the Borrower and each of its Subsidiaries is required to be qualified as a foreign corporation or entity, other than any state or province except where the failure to be so qualified could would not reasonably be expected to have a Material Adverse Effect, dated reasonably near the date of the initial extension of credit, stating that such Loan Party Person is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that telephonic confirmation from the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date of the initial extension of credit has confirmed as to the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction on or about such date, together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent.

Other Certifications. The Administrative Agent shall have received the following: (i) a copy of the charter of the Borrower and each Loan Party of its Subsidiaries and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdictioncredit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of creditRestatement Effective Date, listing the charter of such Loan Party and each amendment thereto on file in such office and certifying that (A) such amendments are the only amendments to such Loan PartyPerson's charter on file in such office, (B) such Loan Party Person has paid all franchise taxes to the date of such certificate (if obtainable in such jurisdiction) and (C) such Loan Party Person is duly organized and in good standing under the laws of such jurisdiction; (iii) to the extent obtainable, an electronic or facsimile a telephonic confirmation from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each Loan Party such Person is organized certifying that such Loan Party the Borrower and each of its Subsidiaries is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; Restatement Effective Date, together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and (iv) to the extent obtainable, a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where any Loan Party jurisdiction in which the Borrower and each of its Subsidiaries is required to be qualified as a foreign corporation or entity, other than any state or province entity and where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, in each case dated reasonably near the date of the initial extension of creditRestatement Effective Date, stating that such Loan Party the Borrower and each of its Subsidiaries is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that telephonic confirmation from the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date of the initial extension of credit has confirmed Restatement Effective Date as to the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction on or about such date, together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent.

Other Certifications. The Administrative Agent shall have received the following: (i) a copy of the charter Governing Documents of each Loan Party Party, and each amendment thereto, thereto certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdictioncredit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of credit, credit listing the charter of such Loan Party and each amendment thereto on file in such office and certifying that (A) such amendments are the only amendments to such Loan PartyPerson's charter on file in such office, (B) such Loan Party Person has paid all franchise taxes to the date of such certificate (if obtainable in such jurisdiction) and (C) such Loan Party Person is duly organized and in good standing under the laws of such jurisdiction; (iii) to the extent obtainable, an electronic or facsimile a telephonic confirmation from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each Loan Party of Holdings, the Borrower and each of its Material Subsidiaries is organized certifying that Holdings, the Borrower and each such Loan Party Material Subsidiary is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; , together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and (iv) to the extent obtainable, a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where any Loan Party jurisdiction in which Holdings, the Borrower and each of its Material Subsidiaries is required to be qualified as a foreign corporation or entity, other than any state or province except where the failure to be so qualified could would not reasonably be expected to have a Material Adverse Effect, dated reasonably near the date of the initial extension of credit, stating that such Loan Party Holdings, the Borrower and each of its Material Subsidiaries is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that telephonic confirmation from the Secretary of State or other applicable Governmental Authority of each such jurisdiction state listed on Schedule 5.1(n) on the date of the initial extension of credit has confirmed as to the due qualification and continued good standing of each such Person listed on Schedule 5.1(n) as a foreign corporation or entity in each such jurisdiction on or about such date, together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent.

Other Certifications. The Administrative Agent Agents shall have received the following: (i) a copy of the charter (or equivalent corporate organizational documents) of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdiction) as being a true and correct copy thereof by the Secretary an officer of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organizedand that, since the “Effective Date” as defined in the Pre-Petition Credit Agreement such charter (or equivalent corporate organizational documents) delivered pursuant to the terms of the Pre-Petition Credit Agreement, have not been amended or otherwise modified; (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of credit, listing the charter of such Loan Party and each amendment thereto on file in such office and and, if available, certifying that (A) such amendments are the only amendments to such Loan Party's ’s charter on file in such office, (B) such Loan Party has paid all franchise taxes to the date of such certificate (if obtainable except in the case of the Canadian Loan Parties with respect to which no such jurisdictioncertification is available) and (C) such Loan Party is duly organized and in good standing under the laws of such jurisdiction; (iii) to the extent obtainable, an electronic or facsimile confirmation (other than in the case of the Canadian Loan Parties with respect to which no such electronic confirmation is available) from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each such Loan Party is organized certifying that such Loan Party is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service reasonably acceptable to the Administrative AgentAgents; and (iv) to the extent obtainable, a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where any Loan Party is required to be qualified as a foreign corporation or entity, other than any state or province where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, Applicable Jurisdictions dated reasonably near the date of the initial extension of credit, stating that such each Loan Party is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date of the initial extension of credit has confirmed the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction on or about such date.

Other Certifications. The Administrative Agent shall have received the following: (i) a copy of the charter of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdictioncredit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of credit, listing the charter of such Loan Party and each amendment thereto on file in such office and certifying that (A) such amendments are the only amendments to such Loan Party's ’s charter on file in such office, (B) such Loan Party has paid all franchise taxes to the date of such certificate (if obtainable in such jurisdiction) and (C) such Loan Party is duly organized and in good standing under the laws of such jurisdiction; (iii) to the extent obtainable, an electronic or facsimile confirmation from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each such Loan Party is organized certifying that such Loan Party is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and (iv) to the extent obtainable, a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where any Loan Party is required to be qualified as a foreign corporation or entitythe States of Nevada, other than any state or province where the failure to be so qualified could not reasonably be expected to have a Material Adverse EffectMontana, Minnesota and North Dakota, dated reasonably near the date of the initial extension of credit, stating that such each Loan Party is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that from the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date of the initial extension of credit has confirmed as to the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction on or about such date, prepared by, or on behalf of, a filing service acceptable to Agent.

Other Certifications. The Administrative Agent shall have received the following: (i) a copy of the charter of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdiction) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of credit, listing the charter of such Loan Party and each amendment thereto on file in such office and certifying that (A) such amendments are the only amendments to such Loan Party's ’s charter on file in such office, (B) such Loan Party has paid all franchise taxes to the date of such certificate (if obtainable in such jurisdiction) and (C) such Loan Party is duly organized and in good standing under the laws of such jurisdiction; (iii) to the extent obtainable, an electronic or facsimile confirmation from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each Loan Party is organized certifying that such Loan Party is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and (iv) to the extent obtainable, a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where any Loan Party is required to be qualified as a foreign corporation or entity, other than any state or province where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, dated reasonably near the date of the initial extension of credit, stating that such Loan Party is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date of the initial extension of credit has confirmed the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction on or about such date.

Other Certifications. The Administrative Agent shall have received the following: (i) in respect of the Borrower and the Guarantors, a copy of the charter or equivalent document of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdictioncredit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (ii) in respect of the Borrower and the Guarantors, a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of credit, listing the charter (or equivalent document) of such Loan Party and each amendment thereto on file in such office and certifying that (A) such amendments are the only amendments to such Loan Party's ’s charter on file in such office, (B) such Loan Party has paid all franchise taxes to the date of such certificate (if obtainable in such jurisdiction) and (C) such Loan Party is duly organized and in good standing under the laws of such jurisdiction; (iii) to in respect of the extent obtainableBorrower and the Guarantors, an electronic or facsimile confirmation from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each such Loan Party is organized certifying that such Loan Party is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and (iv) to in respect of the extent obtainableBorrower and the Guarantors, a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where any Loan Party is required to be qualified as a foreign corporation or entity, other than any state or province where the failure to be so qualified could would not reasonably be expected to have a Material Adverse Effect, dated reasonably near the date of the initial extension of credit, stating that each such Loan Party is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that from the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date of the initial extension of credit has confirmed as to the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction on or about such date, prepared by, or on behalf of, a filing service acceptable to the Administrative Agent.

Other Certifications. The Administrative Agent shall have received the following: (i) a copy of the charter Governing Documents of each Loan Party (other than a Loan Party that is not Holdings, the Borrower or a Subsidiary Guarantor) and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdictioncredit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, Authority of the jurisdiction in which each such Loan Party (other than a Loan Party that is organizednot Holdings, the Borrower or a Subsidiary Guarantor) is organized dated reasonably near the date of the initial extension of credit, listing the charter Governing Documents of such Loan Party and each amendment thereto on file in such office and certifying that (A) such amendments are the only amendments to such Loan Party's ’s charter on file in such office, (B) such Loan Party has paid all franchise taxes to the date of such certificate (if obtainable in such jurisdiction) and (C) such Loan Party is duly organized and in good standing under the laws of such jurisdiction;; and (iii) to the extent obtainable, an electronic or facsimile confirmation from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each such Loan Party referred to in clause (ii) above is organized certifying that such Loan Party is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and. (iv) to the extent obtainable, a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where any Loan Party is required to be qualified as a foreign corporation or entityof Georgia, other than any state or province where the failure to be so qualified could not reasonably be expected to have a Material Adverse EffectOklahoma, Mississippi, and Nevada, dated reasonably near the date of the initial extension of credit, stating that such that, with respect to each Loan Party (other than a Loan Party that is not Holdings, the Borrower or a Subsidiary Guarantor) that is required to be qualified as a foreign corporation or entity in such jurisdiction, each Loan Party (other than a Loan Party that is not Holdings, the Borrower or a Subsidiary Guarantor) is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date of the initial extension of credit has confirmed the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction on or about such date.

Other Certifications. (i) The Administrative Agent shall have received the following: (i) a copy of the charter Governing Documents of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdictioncredit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organizedorganized or, in the case of the Ultimate Parent, by a Responsible Officer thereof; (ii) The Administrative Agent shall have received a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of credit, listing the charter (or, in the case of the Ultimate Parent, the Certificate of Formation) of such Loan Party Party, as applicable, and each amendment thereto on file in such office and certifying that (A) such amendments are the only amendments to such Loan PartyPerson's charter (or, in the case of the Ultimate Parent, the Certificate of Formation) on file in such office, (B) such Loan Party Person has paid all franchise taxes to the date of such certificate (if obtainable in such jurisdiction) and (C) such Loan Party Person is duly organized and in good standing under the laws of such jurisdiction; (iii) to the extent obtainable, an electronic or facsimile The Administrative Agent shall have received a telephonic confirmation from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each Loan Party such Person is organized certifying that such each Loan Party is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; , together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and; (iv) to the extent obtainable, The Administrative Agent shall have received a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where jurisdiction in which any Loan Party is required to be qualified as a foreign corporation or entity, other than any state or province where entity (after giving effect to the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, Merger) dated reasonably near the date of the initial extension of credit, stating that such each Loan Party is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that telephonic confirmation from the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date of the initial extension of credit has confirmed as to the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction on or about such date, together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; (v) The Administrative Agent shall be satisfied that a copy of a certificate of the Secretary of State of the State of Delaware certifying the true and lawful merger of TSI with and into the Borrower with the Borrower as the surviving corporation will be delivered on the Closing Date; and (vi) The Administrative Agent shall be satisfied that it will receive on the Closing Date subsequent to the Merger (1) a copy of the charter of TSI, (2) Assumption Agreements duly executed by TSI with respect to the Credit Agreement and the Guaranty and Collateral Agreement, (3) an Intellectual Property and Security Agreement duly executed by TSI and (4) such other Loan Documents duly executed by TSI as the Administrative Agent shall reasonably request.

Other Certifications. (i) The Administrative Agent shall have received the following: (i) a copy of the charter Governing Documents of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdictioncredit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (ii) The Administrative Agent shall have received a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of credit, listing the charter of such Loan Party Party, as applicable, and each amendment thereto on file in such office and certifying that (A) such amendments are the only amendments to such Loan Party's Person’s charter on file in such office, (B) such Loan Party Person has paid all franchise taxes to the date of such certificate (if obtainable in such jurisdiction) and (C) such Loan Party Person is duly organized and in good standing under the laws of such jurisdiction; (iii) to the extent obtainable, an electronic or facsimile The Administrative Agent shall have received a telephonic confirmation from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each Loan Party such Person is organized certifying that such each Loan Party is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; , together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and (iv) to the extent obtainable, The Administrative Agent shall have received a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where jurisdiction in which any Loan Party is required to be qualified as a foreign corporation or entity, other than any state or province where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, entity dated reasonably near the date of the initial extension of credit, stating that such each Loan Party is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that telephonic confirmation from the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date of the initial extension of credit has confirmed as to the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction on or about such date, together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent.

Other Certifications. The Administrative Agent shall have received the following: (i) a copy of the charter Charter of WTI, LP, the Borrower and each other Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdictioncredit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of credit, listing the charter of such Loan Party and each amendment thereto on file in such office and certifying that (A) such amendments are the only amendments to such Loan PartyPerson's charter Charter on file in such office, (B) such Loan Party Person has paid all franchise taxes to the date of such certificate (if obtainable in such jurisdiction) and (C) such Loan Party Person is duly organized and in good standing under the laws of such jurisdiction; (iii) to the extent obtainable, an electronic or facsimile a telephonic confirmation from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each Loan Party such Person is organized certifying that such Loan Party Person is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; , together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and (iv) to the extent obtainable, a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where any Loan Party jurisdiction in which WTI, LP, the Borrower and each of its Subsidiaries is required to be qualified as a foreign corporation or entity, other than any state or province except where the failure to be so qualified could would not reasonably be expected to have a Material Adverse Effect, dated reasonably near the date of the initial extension of credit, stating that such Loan Party Person is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that telephonic confirmation from the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date of the initial extension of credit has confirmed as to the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction on or about such date, together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent.

Other Certifications. The Administrative Agent shall have received the following: (i) a copy of the charter of Holdings, the Borrower and each Loan Party of the Subsidiary Guarantors and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdictioncredit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of credit, listing the charter of such Loan Party and each amendment thereto on file in such office and and, if available, certifying that (A) such amendments are the only amendments to such Loan PartyPerson's charter on file in such office, (B) such Loan Party Person has paid all franchise taxes to the date of such certificate (if obtainable in such jurisdiction) and (C) such Loan Party Person is duly organized and in good standing under the laws of such jurisdiction; (iii) to the extent obtainable, an electronic or facsimile confirmation from written confirmation, prepared by, or on behalf of, a filing service acceptable to the Administrative Agent, stating that each Secretary of State or other applicable Governmental Authority of each jurisdiction in which each a Loan Party is organized certifying has certified that such Loan Party is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and (iv) to the extent obtainable, a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where any Loan Party is required to be qualified as a foreign corporation or entity, other than any state or province where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, dated reasonably near the date of the initial extension of credit, stating that such Loan Party is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic or facsimile written confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date of the initial extension of credit has confirmed the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction on or about such date.

Other Certifications. The Administrative Agent CSFB shall have received (or be satisfied that it will receive on the Second Restatement Effective Date) the following: (i) a copy of the charter Governing Documents of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdiction) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized, as further certified by each Loan Party as of the Second Restatement Effective Date as being true, correct and complete; (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of creditSecond Restatement Effective Date, listing the charter of such Loan Party and each amendment thereto on file in such office and certifying that (A) such amendments are the only amendments to such Loan Party's charter on file in such office, (B) such Loan Party Person has paid all franchise taxes to the date of such certificate (if obtainable in such jurisdiction) and (CB) such Loan Party Person is duly organized and in good standing under the laws of such jurisdiction; (iii) to the extent obtainablenot delivered in connection with the closing of the Original Credit Agreement or the Restated Credit Agreement, an electronic or facsimile confirmation from a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each Loan Party is organized certifying that such Loan Party is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and (iv) to the extent obtainable, a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where any Loan Party is required to be qualified as a foreign corporation or entity, other than any state or province where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, entity dated reasonably near the date of the initial extension of creditSecond Restatement Effective Date, stating that such Loan Party is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate (or, alternatively, evidence of application therefore); and (iv) a compliance certificate; , executed and an electronic confirmationdelivered by a duly authorized officer of each of the Borrowers, prepared by or on behalf of, a filing service acceptable evidencing pro forma compliance with the provisions of Sections 6 and 7 of this Agreement after giving effect to the Administrative Agent, stating that the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date incurrence of the initial extension Tranche D Term Loans and the consummation of credit has confirmed the due qualification UA and continued good standing NGN Acquisitions; provided that for purposes of determining such compliance, each such Person as a foreign corporation or entity financial covenant contained in each such jurisdiction on or about such dateSection 7.1 of this Agreement shall be deemed to be 25 basis points more restrictive to Holdings and its Restricted Subsidiaries.

Other Certifications. The Administrative Agent shall have received the following: (i) a copy of the charter of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdictioncredit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of credit, listing the charter of such Loan Party and each amendment thereto on file in such office and certifying that (A) such amendments are the only amendments to such Loan Party's ’s charter on file in such office, (B) such Loan Party has paid all franchise taxes to the date of such certificate (if obtainable in such jurisdiction) and (C) such Loan Party is duly organized and in good standing under the laws of such jurisdiction; (iii) to the extent obtainable, an electronic or facsimile confirmation from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each such Loan Party is organized certifying that such Loan Party is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and (iv) to the extent obtainable, a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where any Loan Party is required to be qualified as a foreign corporation or entity, other than any state or province where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, Applicable States dated reasonably near the date of the initial extension of credit, stating that such each Loan Party is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that from the Secretary of State or other applicable Governmental Authority of each such jurisdiction Applicable State on the date of the initial extension of credit has confirmed as to the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction Applicable State on or about such date, prepared by, or on behalf of, a filing service acceptable to the Administrative Agent.

Other Certifications. The Administrative Agent shall have received the following: (i) in respect of the US Borrower and the Guarantors, a copy of the charter or equivalent document of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdictioncredit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organizedorganized or, in the case of a Canadian Guarantor, by a Responsible Officer of such Person; (ii) in respect of the US Borrower and the Guarantors, a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, Authority of the jurisdiction in which each such Loan Party is organized, or, in the case of a Canadian Guarantor, by a Responsible Officer of such Person, dated reasonably near the date of the initial extension of credit, listing the charter (or equivalent document) of such Loan Party and each amendment thereto on file in such office and certifying that (A) such amendments are the only amendments to such Loan Party's ’s charter on file in such office, (B) such Loan Party has paid all franchise taxes to the date of such certificate (if obtainable in such jurisdiction) and (C) such Loan Party is duly organized and in good standing under the laws of such jurisdiction; (iii) to in respect of the extent obtainableUS Borrower and the Guarantors, an electronic or facsimile confirmation from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each such Loan Party is organized certifying that such Loan Party is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and (iv) to in respect of the extent obtainableUS Borrower and the Guarantors, a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where any Loan Party is required to be qualified as a foreign corporation or entity, other than any state or province where the failure to be so qualified could would not reasonably be expected to have a Material Adverse Effect, dated reasonably near the date of the initial extension of credit, stating that each such Loan Party is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that from the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date of the initial extension of credit has confirmed as to the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction on or about such date, prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and (v) in respect of the Cayman Borrower and each Foreign Subsidiary Guarantor, a certified copy of its constitutional documents, meaning in the case of any Person incorporated in England and Wales or the Cayman Islands, its certificates of incorporation and memorandum and articles of association, and board resolutions, shareholder resolutions, incumbency certificates in respect of execution of the Loan Documents.

Other Certifications. The Administrative Agent Agents shall have received the following: (i) a copy of the charter of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdictioncredit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of credit, listing the charter of such Loan Party and each amendment thereto on file in such office and and, if available, certifying that (A) such amendments are the only amendments to such Loan Party's ’s charter on file in such office, (B) such Loan Party has paid all franchise taxes to the date of such certificate (if obtainable except in the case of the Canadian Loan Parties with respect to which no such jurisdictioncertification is available) and (C) such Loan Party is duly organized and in good standing under the laws of such jurisdiction; (iii) to the extent obtainable, an electronic or facsimile confirmation (other than in the case of the Canadian Loan Parties with respect to which no such electronic confirmation is available) from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each such Loan Party is organized certifying that such Loan Party is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service reasonably acceptable to the Administrative AgentAgents; and (iv) to the extent obtainable, a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where any Loan Party is required to be qualified as a foreign corporation or entity, other than any state or province where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, Applicable Jurisdictions dated reasonably near the date of the initial extension of credit, stating that such each Loan Party is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic confirmationconfirmation (other than in the case of the Canadian Loan Parties with respect to which no such electronic confirmation is available), prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that from the Secretary of State or other applicable Governmental Authority of each such jurisdiction Applicable Jurisdiction on the date of the initial extension of credit has confirmed as to the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction Applicable Jurisdiction on or about such date, prepared by, or on behalf of, a filing service reasonably acceptable to the Agents.

Other Certifications. The Administrative Agent shall have received the following: (i) a copy of the charter of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit to the extent such certification is obtainable in the relevant jurisdictioncredit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority, to the extent such certification is obtainable, Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of credit, listing the charter of such Loan Party and each amendment thereto on file in such office and certifying that (A) such amendments are the only amendments to such Loan Party's ’s charter on file in such office, (B) such Loan Party has paid all franchise taxes to the date of such certificate (if obtainable in such jurisdiction) and (C) such Loan Party is duly organized and in good standing under the laws of such jurisdiction; (iii) to the extent obtainable, an electronic or facsimile confirmation from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each such Loan Party is organized certifying that such Loan Party is duly organized and in good standing under the laws of such jurisdiction on the date of the initial extension of credit; together with a written confirmatory report in respect thereof prepared by, or on behalf of, a filing service acceptable to the Administrative Agent; and (iv) to the extent obtainable, a copy of a certificate of the Secretary of State or other applicable Governmental Authority of each state or province where any Loan Party is required to be qualified the States of Colorado, and Nevada, as a foreign corporation or entity, other than any state or province where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effectapplicable, dated reasonably near the date of the initial extension of credit, stating that such each Loan Party is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and an electronic confirmation, prepared by or on behalf of, a filing service acceptable to the Administrative Agent, stating that from the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date of the initial extension of credit has confirmed as to the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction on or about such date, prepared by, or on behalf of, a filing service acceptable to the Administrative Agent.