Common use of Resolutions, etc Clause in Contracts

Resolutions, etc. The Administrative Agent shall have received from the Borrower, Guarantor and Subsidiary Guarantor, as applicable, (i) good standing certificates for each such Person from the Secretary of State (or similar applicable Governmental Authority) of such Person’s state of incorporation and each state where the Borrower or such , as the case may be, is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated a date reasonably close to the Closing Date, (ii) a chart depicting the ownership structure for the Borrower, Guarantor and their Subsidiaries and (iii) a certificate, dated the Closing Date and with counterparts for each Lender, duly executed and delivered by such Person’s Secretary or Assistant Secretary, as to (a) resolutions of each such Person’s Board of Directors then in full force and effect authorizing, to the extent relevant, the execution, delivery and performance of this Agreement, the Notes, each other Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes and each other Loan Document to be executed by such Person; and (c) each Organic Document of such Person, upon which certificates the Administrative Agent and each Lender may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from the Borrower, Guarantor and Subsidiary Guarantor, as applicableCredit Parties, (i) good standing certificates for each such Person from the Secretary of State (or similar applicable Governmental Authority) of such Person’s state of incorporation or formation and each state where the Borrower or such other Credit Party, as the case may be, owns Property or has a ground lease on a Property (with respect to the ground lease to the extent the nature of such Credit Party’s business requires such qualification), certifying that such Credit Party is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated a date reasonably close to the Closing Date, (ii) a chart depicting the ownership structure for the Borrower, Guarantor and their Subsidiaries Borrower Group Members and (iii) a certificate, dated the Closing Date and with counterparts for each LenderDate, duly executed and delivered by such Personeach Credit Party’s Secretary or Assistant Secretary, as to: (a) resolutions of each such Person’s Board board of Directors directors or a similar body then in full force and effect authorizing, to the extent relevant, the execution, delivery and performance of this Agreement, the Notes, each other Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes and each other Loan Document to be executed by such Person; and (c) each Organic Document of such Person, upon which certificates the Administrative Agent and each Lender may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from the Borrower, Guarantor and Subsidiary Guarantoreach Borrowing Base Entity, as applicable, (i) good standing certificates for each such Person from the Secretary of State (or similar applicable Governmental Authority) of such Person’s state of incorporation and each state where the Borrower or such other Person, as the case may be, is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated a date reasonably close to the Third Amendment Closing DateDate (provided, however, Borrower and Guarantor shall only be required to provide such certificates with respect to Delaware, California, Illinois, Washington, D.C. and Mexico, if qualified in such jurisdictions), (ii) a chart depicting the ownership structure for the Borrower, Guarantor, each Subsidiary Guarantor and their Subsidiaries and (iii) a certificate, dated the Third Amendment Closing Date and with counterparts for each Lender, duly executed and delivered by such Person’s Secretary or Assistant Secretary, as to (a) : resolutions of each such Person’s Board of Directors then in full force and effect authorizing, to the extent relevant, the execution, delivery and performance of this AgreementThird Amendment, the Amended and Restated Notes, each other Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) ; the incumbency and signatures of those of its officers authorized to act with respect to this AgreementThird Amendment, the Notes and each other Loan Document to be executed by such Person; and (c) and each Organic Document of such Person, upon which certificates the Administrative Agent and each Lender may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received the following from each Borrower and each Guarantor: (a) to the extent provided by such Borrower’s or such Guarantor’s jurisdiction of organization and/or incorporation, Guarantor and Subsidiary Guarantor, as applicable, (i) a copy of a good standing certificates for each such Person from the Secretary of State certificate (or similar applicable Governmental Authority) evidence of such Person’s state of incorporation and each state where the Borrower or such , as the case may be, is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimilecontinued legal existence), dated a date reasonably close to the Closing Date, Date for each Borrower and each Guarantor; and (ii) a chart depicting the ownership structure for the Borrower, Guarantor and their Subsidiaries and (iiib) a certificate, dated the Closing Date and with counterparts for each LenderDate, duly executed and delivered by such Personeach Borrower’s and each Guarantor’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (ai) resolutions of each such PersonBorrower’s and each Guarantor’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the transactions contemplated by the Loan Documents applicable to such Borrower or such Guarantor and the execution, delivery and performance of this Agreement, the Notes, each other Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (bii) the incumbency and signatures of those of its officers their respective officers, managing member or general partner, as applicable, authorized to act with respect to this Agreement, the Notes and each other Loan Document to be executed by such PersonBorrower or such Guarantor; and (ciii) the full force and validity of each Organic Document of such Personeach Borrower and each Guarantor and copies thereof, upon which certificates the Administrative Agent and each Lender Secured Party may conclusively rely until it shall have received a further certificate of the Secretary Secretary, Assistant Secretary, managing member or Assistant Secretary general partner, as applicable, of any such Person the applicable Borrower or the applicable Guarantor canceling or amending the its prior certificate of such Personcertificate.

Resolutions, etc. The Administrative Agent shall have received from the Borrower, Guarantor and Subsidiary Guarantor, as applicable, (i) good standing certificates for each such Person from the Secretary of State (or similar applicable Governmental Authority) of such Person’s state of incorporation and each state where the Borrower or such other Person, as the case may be, is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated a date reasonably close to the Closing Date, (ii) a chart depicting the ownership structure for the Borrower, Guarantor and their Subsidiaries and (iii) a certificate, dated the Closing Date and with counterparts for each Lender, duly executed and delivered by such Person’s Secretary or Assistant Secretary, as to (a) resolutions of each such Person’s Board of Directors then in full force and effect authorizing, to the extent relevant, the execution, delivery and performance of this Agreement, the Notes, each other Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes and each other Loan Document to be executed by such Person; and (c) each Organic Document of such Person, upon which certificates the Administrative Agent and each Lender may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received (i) from the Borrower, Guarantor and Subsidiary Guarantor, as applicable, (i) a copy of a good standing certificates for each such Person from the Secretary of State (or similar applicable Governmental Authority) of such Person’s state of incorporation and each state where the Borrower or such , as the case may be, is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimilecertificate, dated a date reasonably close to the Closing Datedate of the initial Credit Extension, for the Borrower, (ii) a chart depicting the ownership structure for from each Obligor other than the Borrower, Guarantor oral confirmation of good standing for such Obligor as of a date reasonably close to the date of the initial Credit Extension and their Subsidiaries satisfactory to the Administrative Agent, and (iii) from the Borrower, a certificate, dated the Closing Date date of the initial Credit Extension and with counterparts for each Lender, duly executed and delivered by such Person’s the Borrower's Secretary or Assistant Secretary, as to (a) resolutions of each such Person’s the Borrower's Board of Directors then in full force and effect authorizing, to the extent relevant, the execution, delivery and performance of this Agreement, the Notes, each other Loan Document to be executed by such Person the Borrower and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes Agreement and each other Loan Document to be executed by such Personthe Borrower; and (c) the full force and validity of each of the Borrower's Organic Document of such PersonDocuments, together with copies thereof; upon which certificates certificate the Administrative Agent Agent, each Lender and each Lender Issuer may conclusively rely until it shall have received a further certificate of the Borrower's Secretary or Assistant Secretary of any such Person canceling or amending the prior certificate of such Personcertificate.

Resolutions, etc. The Administrative Agent shall have received from the Borrower, Guarantor and Subsidiary Guarantor, as applicable, (i) good standing certificates for each such Person from the Secretary of State (or similar applicable Governmental Authority) of such Person’s state of incorporation and each state where the Acceding Borrower or such , as the case may be, is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated a date reasonably close to the Closing Date, (ii) a chart depicting the ownership structure for the Borrower, Guarantor and their Subsidiaries and (iii) a certificate, dated the Closing Date date such Acceding Borrower is accepted by the Administrative Agent as a Borrower hereunder and with counterparts for each Lender, duly executed and delivered by such Person’s the Secretary, Assistant Secretary or Assistant Secretary, other authorized representative of such Acceding Borrower as to: (a) resolutions of each such Person’s its Board of Directors or its Executive Committee, as the case may be, then in full force and effect authorizing, to the extent relevant, authorizing the execution, delivery and performance of this Agreement, Agreement and the Notes, Additional Guaranty (if any) and each other Loan Document to be executed by it and, in respect of an Acceding Borrower incorporated under the laws of Belgium under the form of NV/SA, a resolution of its General Shareholders Meeting specifically approving, for the purposes of article 556 of the Belgian Company Code, Section 8.1.9, Sections 9.1.4 and 9.3 (to the extent they apply to Section 8.1.9) and, insofar as required, the terms of Section 4.1.2, and (ii) evidence of the filing of such Person and resolution with the transactions contemplated hereby and therebyclerk office at the commercial court where its registered office is located; (b) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, Agreement and the Notes Additional Guaranty (if any) and each other Loan Document to be executed by such Personit; and (c) each the Organic Document Documents of such PersonAcceding Borrower, upon which certificates the Administrative Agent and certificate each Lender may conclusively rely until it the Administrative Agent shall have received a further certificate of the Secretary or Assistant Secretary of any such Person Acceding Borrower canceling or amending such prior certificate. In addition, each Acceding Borrower shall have delivered to the Administrative Agent a good standing certificate from the relevant governmental regulatory institution of its jurisdiction of organization, each such certificate to be dated a date reasonably near (but prior certificate of to) the date such PersonAcceding Borrower becomes a Borrower hereunder.

Resolutions, etc. The Administrative Agent shall have received from the each Borrower, each Canadian Subsidiary Guarantor and each U.S. Subsidiary Guarantor, as applicable, (i) a copy of a good standing certificates for each such Person from certificate (where the Secretary same is available in the jurisdiction of State (incorporation or similar applicable Governmental Authority) organization of such Person’s state ) or a copy of incorporation and each state where the Borrower any other corporate or such , organizational document as the case may be, is qualified to do business as a foreign corporation as customary in its jurisdiction of a recent date, together with a bring-down certificate by facsimileincorporation, dated a date reasonably close to the Closing Date, for each such Person and (ii) a chart depicting the ownership structure for the Borrower, Guarantor and their Subsidiaries and (iii) a certificate, dated as of the Closing Date and with counterparts for each LenderDate, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member, managing director or general partner, as applicable, as to: (a) resolutions of each such Person’s Board of Directors or shareholders (as applicable) then in full force and effect authorizing, to the extent relevant, the execution, delivery and performance of this Agreement, the Notes, each other Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers officers, directors, managing member or general partner, as applicable, authorized to act with respect to this Agreement, the Notes and each other Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person, Person (certified copies of which documents shall be annexed to such certificate); upon which certificates the Administrative Agent and each Lender Secured Party may conclusively rely until it shall have received a further certificate of the Secretary Secretary, Assistant Secretary, managing member or Assistant Secretary general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from the each Borrower, each Canadian Subsidiary Guarantor and each U.S. Subsidiary Guarantor, as applicable, (i) a copy of a good standing certificates for each such Person from certificate (where the Secretary same is available in the jurisdiction of State (or similar applicable Governmental Authority) incorporation of such Person’s state ) or a copy of incorporation and each state where the Borrower or such , any other corporate document as the case may be, is qualified to do business as a foreign corporation as customary in its jurisdiction of a recent date, together with a bring-down certificate by facsimileincorporation, dated a date reasonably close to the Closing Date, for each such Person and (ii) a chart depicting the ownership structure for the Borrower, Guarantor and their Subsidiaries and (iii) a certificate, dated as of the Closing Date and with counterparts for each Lender, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member, managing director or general partner, as applicable, as to (a) resolutions of each such Person’s Board of Directors or shareholders (as applicable) then in full force and effect authorizing, to the extent relevant, the execution, delivery and performance of this Agreement, the Notes, each other Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers officers, managing member or general partner, as applicable, authorized to act with respect to this Agreement, the Notes and each other Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person, Person and copies thereof; upon which certificates the Administrative Agent and each Lender Secured Party may conclusively rely until it shall have received a further certificate of the Secretary Secretary, Assistant Secretary, managing member or Assistant Secretary general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent Arrangers shall have received from the Borrower, Guarantor and Subsidiary Guarantor, as applicable, each Obligor (i) a copy of a good standing certificates for each such Person certificate from the Secretary jurisdiction of State (or similar applicable Governmental Authority) of such Person’s state of incorporation its organization and each state other jurisdiction where the Borrower or nature of its business requires such , as the case may be, is Obligor to be qualified to do business and in good standing as a foreign corporation entity (except where the failure to be so qualified or in good standing as of a recent date, together with foreign entity could not reasonably be expected to have a bring-down certificate by facsimileMaterial Adverse Effect), dated a date reasonably close to the Closing Date, for each such Person and (ii) a chart depicting the ownership structure for the Borrower, Guarantor and their Subsidiaries and (iii) a certificate, dated the Closing Date and with counterparts for each LenderDate, duly executed and delivered by such Person’s Secretary or Assistant Secretary's Authorized Officer, as to (a) the fact that a complete and correct copy of the resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the transactions contemplated hereby applicable to such Person and the execution, delivery and performance of this Agreement, the Notes, each other Loan Document to be executed by such Person and the transactions contemplated hereby and therebythereby is attached to such certificate and that those resolutions have not been amended, modified or rescinded by subsequent action; (b) the incumbency and signatures of those of its officers Authorized Officers authorized to act with respect to this Agreement, the Notes and each other Loan Document to be executed by such Person; and (c) the fact that a complete, correct and current copy of each Organic Document of such Person, Person is attached to such certificate; upon which certificates the Administrative Agent and each Lender Secured Party may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary Authorized Officer of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from the Borrower, Guarantor and each Subsidiary Guarantor, as applicable, (i) good standing certificates for each such Person from the Secretary of State (or similar applicable Governmental Authority) of such Person’s state of incorporation and each state where the Borrower or such other Person, as the case may be, is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated a date reasonably close to the Closing Date, (ii) a chart depicting the ownership structure for the Borrower, Guarantor and their Subsidiaries and (iii) a certificate, dated the Closing Date and with counterparts for each Lender, duly executed and delivered by such Person’s Secretary or Assistant Secretary, as to (a) resolutions of each such Person’s Board of Directors then in full force and effect authorizing, to the extent relevant, the execution, delivery and performance of this Agreement, the Notes, each other Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes and each other Loan Document to be executed by such Person; and (c) each Organic Organizational Document of such Person, upon which certificates the Administrative Agent and each Lender may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent Agents shall have received from the Borrower, Guarantor and Subsidiary Guarantoreach Obligor, as applicable, (i) a copy of a good standing certificates for each such Person certificate from the Secretary jurisdiction of State (or similar applicable Governmental Authority) of such Person’s state of incorporation its organization and each state other jurisdiction where the Borrower or nature of its business requires such , as the case may be, is Obligor to be qualified to do business and in good standing as a foreign corporation entity (except where the failure to be so qualified or in good standing as of a recent date, together with foreign entity could not reasonably be expected to have a bring-down certificate by facsimileMaterial Adverse Effect), dated a date reasonably close to the Closing Date, for each such Person and (ii) a chart depicting the ownership structure for the Borrower, Guarantor and their Subsidiaries and (iii) a certificate, dated the Closing Date and with counterparts for each Lender, duly executed and delivered by such Person’s 's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Person and the execution, delivery and performance of this Agreement, the Notes, each other Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers officers, managing member or general partner, as applicable, authorized to act with respect to this Agreement, the Notes and each other Loan Document to be executed by such PersonPerson (each, an "Authorized Officer"); and (c) the full force and validity of each Organic Document of such Person, Person and copies thereof; upon which certificates the Administrative Agent and each Lender Secured Party may conclusively rely until it shall have received a further certificate of the Secretary Secretary, Assistant Secretary, managing member or Assistant Secretary general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from the Borrower, Guarantor and Subsidiary Guarantor, as applicable, (i) good standing certificates for each such Person from the Secretary of State (or similar applicable Governmental Authority) of such Person’s state of incorporation and each state where the Acceding Borrower or such , as the case may be, is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated a date reasonably close to the Closing Date, (ii) a chart depicting the ownership structure for the Borrower, Guarantor and their Subsidiaries and (iii) a certificate, dated the Closing Date date such Acceding Borrower is accepted by the Administrative Agent as a Borrower hereunder and with counterparts for each Lender, duly executed and delivered by such Person’s the Secretary, Assistant Secretary or Assistant Secretary, other authorized representative of such Acceding Borrower as to: (a) resolutions of each such Person’s its Board of Directors or its Executive Committee, as the case may be, then in full force and effect authorizing, to the extent relevant, authorizing the execution, delivery and performance of this Agreement, Agreement and the Notes, Additional Guaranty (if any) and each other Loan Document to be executed by it and, in respect of an Acceding Borrower incorporated under the laws of Belgium under the form of NV/SA, a resolution of its General Shareholders Meeting specifically approving, for the purposes of article 556 of the Belgian Company Code, Section 8.1.11, Sections 9.1.4 and 9.3 (to the extent they apply to Section 8.1.11) and, insofar as required, the terms of Section 4.1.2, and (ii) evidence of the filing of such Person and resolution with the transactions contemplated hereby and therebyclerk office at the commercial court where its registered office is located; (b) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, Agreement and the Notes Additional Guaranty (if any) and each other Loan Document to be executed by such Personit; and (c) each the Organic Document Documents of such PersonAcceding Borrower, upon which certificates the Administrative Agent and certificate each Lender may conclusively rely until it the Administrative Agent shall have received a further certificate of the Secretary or Assistant Secretary of any such Person Acceding Borrower canceling or amending such prior certificate. In addition, each Acceding Borrower shall have delivered to the Administrative Agent a good standing certificate from the relevant governmental regulatory institution of its jurisdiction of organization, each such certificate to be dated a date reasonably near (but prior certificate of to) the date such PersonAcceding Borrower becomes a Borrower hereunder.

Resolutions, etc. The Administrative Agent shall have received from the Borrower, Guarantor and each Subsidiary Guarantor, as applicable, (i) good standing certificates for each such Person from the Secretary of State (or similar applicable Governmental Authority) of such Person’s 's state of incorporation and each state where the Borrower or such other Person, as the case may be, is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated a date reasonably close to the Closing Date, (ii) a chart depicting the ownership structure for the Borrower, Guarantor and their Subsidiaries and (iii) a certificate, dated the Closing Date and with counterparts for each Lender, duly executed and delivered by such Person’s 's Secretary or Assistant Secretary, as to (a) resolutions of each such Person’s 's Board of Directors then in full force and effect authorizing, to the extent relevant, the execution, delivery and performance of this Agreement, the Notes, each other Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes and each other Loan Document to be executed by such Person; and (c) each Organic Organizational Document of such Person, upon which certificates the Administrative Agent and each Lender may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have ---------------- received from the Borrower, Guarantor and Subsidiary Guarantor, as applicable, (i) good standing certificates for each such Person from the Secretary of State (or similar applicable Governmental Authority) of such Person’s state of incorporation and each state where the Borrower or such , as the case may be, is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated a date reasonably close to the Closing Date, (ii) a chart depicting the ownership structure for the Borrower, Guarantor and their Subsidiaries and (iii) a certificate, dated the Closing Date and with counterparts for each Lenderdate of the initial Borrowing, duly executed and delivered by such Person’s of its Secretary or Assistant Secretary, Secretary as to (a) resolutions of each such Person’s its Board of Directors then in full force and effect authorizing, to the extent relevant, authorizing the execution, delivery and performance of this Agreement, the Notes, Notes and each other Loan Document to be executed by such Person and the transactions contemplated hereby and thereby;it; and (b) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes and each other Loan Document to be executed by such Personit; and (c) each Organic Document the Borrower's certificate of such Person, incorporation and by-laws upon which certificates the Administrative Agent and certificate each Lender may conclusively rely until it shall have received a further certificate of the Secretary of the Borrower canceling or amending such prior certificate; and the Administrative Agent shall have received from each Guarantor a certificate, dated the date of the initial Borrowing, of its Secretary or Assistant Secretary as to (a) resolutions of any the Board of Directors of such Person Guarantor then in full force and effect authorizing the execution, delivery and performance of its Guaranty and each other Loan Document to be executed by it; (b) the incumbency and signatures of those of its officers authorized to act with respect to its Guaranty, and each other Loan Document to be executed by it; and (c) its articles or certificate of incorporation and by-laws, upon which certificate each Lender may conclusively rely until it shall have received a further certificate of the Secretary of such Guarantor canceling or amending such prior certificate. In addition, the prior certificate Administrative Agent shall have received from the Borrower and each Guarantor a certificate, dated not earlier than May 1, 1998 from the Secretary of State of each State in which such PersonPerson is qualified to do business confirming the good standing in that State of that Borrower or Guarantor, as the case may be.

Resolutions, etc. The Administrative Agent shall have received from the Borrower, Guarantor and Subsidiary Guarantor, as applicable, (i) good standing certificates for each such Person from the Secretary of State (or similar applicable Governmental Authority) of such Person’s 's state of incorporation and each state where the Borrower or such , as the case may be, is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated a date reasonably close to the Closing Date, (ii) a chart depicting the ownership structure for the Borrower, Guarantor and their Subsidiaries and (iii) a certificate, dated the Closing Date and with counterparts for each Lender, duly executed and delivered by such Person’s 's Secretary or Assistant Secretary, as to (a) resolutions of each such Person’s 's Board of Directors then in full force and effect authorizing, to the extent relevant, the execution, delivery and performance of this Agreement, the Notes, each other Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the Notes and each other Loan Document to be executed by such Person; and (c) each Organic Document of such Person, upon which certificates the Administrative Agent and each Lender may conclusively rely until it shall have received a further certificate of the Secretary or Assistant Secretary of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent Agents shall have received from each Obligor and the Borrower, Guarantor and Subsidiary GuarantorSeller, as applicable, (i) a copy of a good standing certificates for each such Person certificate from the Secretary jurisdiction of State (or similar applicable Governmental Authority) of such Person’s state of incorporation its organization and each state other jurisdiction where the Borrower or nature of its business requires such , as Obligor and the case may be, is Seller to be qualified to do business and in good standing as a foreign corporation entity (except where the failure to be so qualified or in good standing as of a recent date, together with foreign entity could not reasonably be expected to have a bring-down certificate by facsimileMaterial Adverse Effect), dated a date reasonably close to the Closing Date, for each such Person and (ii) a chart depicting the ownership structure for the Borrower, Guarantor and their Subsidiaries and (iii) a certificate, dated the Closing Date and with counterparts for each LenderDate, duly executed and delivered by such Person’s 's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) the fact that a complete and correct copy of the resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Person and the execution, delivery and performance of this Agreement, the Notes, each other Loan Document to be executed by such Person and the transactions contemplated hereby and therebythereby is attached to such certificate and that those resolutions have not been amended, modified or rescinded by subsequent action; (b) the incumbency and signatures of those of its officers officers, managing member or general partner, as applicable, authorized to act with respect to this Agreement, the Notes and each other Loan Document to be executed by such Person; and (c) the fact that a complete, correct and current copy of each Organic Document of such Person, Person is attached to such certificate; upon which certificates the Administrative Agent and each Lender Secured Party may conclusively rely until it shall have received a further certificate of the Secretary Secretary, Assistant Secretary, managing member or Assistant Secretary general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from the Borrower, Guarantor and Subsidiary Guarantor, as applicable, (i) good standing certificates for each such Person from the Secretary of State (or similar applicable Governmental Authority) of such Person’s state of incorporation and each state where the Acceding Borrower or such , as the case may be, is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated a date reasonably close to the Closing Date, (ii) a chart depicting the ownership structure for the Borrower, Guarantor and their Subsidiaries and (iii) a certificate, dated the Closing Date date such Acceding Borrower is accepted by the Administrative Agent as a Borrower hereunder and with counterparts for each Lender, duly executed and delivered by such Person’s the Secretary, Assistant Secretary or Assistant Secretary, other authorized representative of such Acceding Borrower as to: (a) resolutions of each such Person’s its Board of Directors or its Executive Committee, as the case may be, then in full force and effect authorizing, to the extent relevant, authorizing the execution, delivery and performance of this Agreement, Agreement and the Notes, Additional Guaranty (if any) and each other Loan Document to be executed by it and, in respect of an Acceding Borrower incorporated under the laws of Belgium under the form of NV/SA, a resolution of its General Shareholders Meeting specifically approving, for the purposes of article 556 of the Belgian Company Code, Section 8.1.12, Sections 9.1.4 and 9.3 (to the extent they apply to Section 8.1.12) and, insofar as required, Section 9.1.8 and (ii) evidence of the filing of such Person and resolution with the transactions contemplated hereby and therebyclerk office at the commercial court where its registered office is located; (b) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, Agreement and the Notes Additional Guaranty (if any) and each other Loan Document to be executed by such Personit; and (c) each the Organic Document Documents of such PersonAcceding Borrower, upon which certificates the Administrative Agent and certificate each Lender may conclusively rely until it the Administrative Agent shall have received a further certificate of the Secretary or Assistant Secretary of any such Person Acceding Borrower canceling or amending such prior certificate. In addition, each Acceding Borrower shall have delivered to the Administrative Agent a good standing certificate from the relevant governmental regulatory institution of its jurisdiction of organization, each such certificate to be dated a date reasonably near (but prior certificate of to) the date such PersonAcceding Borrower becomes a Borrower hereunder.