Common use of Secretary’s Certificate and Good Standing Certificates Clause in Contracts

Secretary’s Certificate and Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated the Closing Date and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer thereof, which shall (A) certify that (x) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, certified by the relevant authority of its jurisdiction of organization, which certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, have not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, as applicable, together with all amendments thereto as of the Closing Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member, manager or other applicable governing body authorizing the execution and delivery of the Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party, as applicable, authorized to sign the Loan Documents to which such Loan Party, as applicable, is a party and (ii) a good standing (or equivalent) certificate for such Loan Party, as applicable, from the relevant authority of its jurisdiction of organization, dated as of a recent date.

Secretary’s Certificate and Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated the Closing Date and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer thereof, which shall (A) certify that (xw) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, certified by the relevant authority of its jurisdiction of organization, which (x) the certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, have Party attached thereto has not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, as applicable, together with all amendments thereto as of the Closing Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member, manager member or other applicable governing body authorizing the execution and delivery of the Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or other authorized signatories of such Loan Party, as applicable, Party who are authorized to sign the Loan Documents to which such Loan Party, as applicable, Party is a party on the Closing Date and (ii) a good standing (or equivalent) certificate for such Loan Party, as applicable, Party from the relevant authority of its jurisdiction of organization, dated as of a recent date.

Secretary’s Certificate and Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated the Closing Date and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer thereof, which shall (A) certify that (x) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, certified by the relevant authority of its jurisdiction of organization, which certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, have not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, as applicable, together with all amendments thereto as of the Closing Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member, manager or other applicable governing body authorizing the execution and delivery of the Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party, as applicable, authorized to sign the Loan Documents to which such Loan Party, as applicable, is a party and (ii) a good standing (or equivalent) certificate for such Loan Party, as applicable, from the relevant authority of its jurisdiction of organization, dated as of a recent date.

Secretary’s Certificate and Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated the Closing Date and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer thereof, which shall (A) certify that attached thereto are (x) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, Party certified by the relevant authority of its jurisdiction of organization, which certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, Party attached thereto have not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, as applicable, together with all amendments thereto as of the Closing Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member, manager member or other applicable governing body authorizing the execution execution, delivery and delivery performance of the Loan Documents, and, in the case of the Borrower, the borrowings and other obligations thereunder, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party, as applicable, Party authorized to sign the Loan Documents to which such Loan Party, as applicable, Party is a party on the Closing Date and (ii) a good standing (or equivalent) certificate as of a recent date for such Loan Party, as applicable, Party from the relevant authority of its jurisdiction of organization, dated as of a recent date.

Secretary’s Certificate and Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated the Closing Date and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer thereof, which shall (A) certify that (xw) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, Party certified by the relevant authority of its jurisdiction of organization, which (x) certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, Party attached thereto have not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, as applicable, together with all amendments thereto as of the Closing Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member, manager member or other applicable governing body authorizing the execution and delivery of the Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party, as applicable, Party authorized to sign the Loan Documents to which such Loan Party, as applicable, Party is a party on the Closing Date and (ii) a good standing (or equivalent) certificate as of a recent date for such Loan Party, as applicable, Party from the relevant authority of its jurisdiction of organization, dated as of a recent date.

Secretary’s Certificate and Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated the Closing Date and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer (as the case may be) thereof, which shall (A) certify that attached thereto are (x) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization (or equivalent formation document) of such Loan Party, as applicable, Party certified by the relevant authority of its the jurisdiction of organizationorganization of such Loan Party (or equivalent certification in the case of any Canadian Loan Party), which certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, (or equivalent formation document) have not been amended (except as otherwise attached theretoto such certificate and certified therein as being the only amendments thereto as of such date) since the date reflected thereon, (y) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, as applicable, together with all amendments thereto as of the Closing Date and such Date, which by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consentconsents, as applicable, of its board of directors, board of managers, sole member, manager members or other applicable governing body authorizing the execution execution, delivery and delivery performance of the Loan DocumentsDocuments to which it is a party and, in the case of the Borrowers, the borrowings hereunder, which resolutions or consent written consents have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or other authorized signatories of such Loan Party, as applicable, Party authorized to sign the Loan Documents to which such Loan Party, as applicable, Party is a party on the Closing Date and (ii) a good standing (or equivalent) certificate as of a recent date for such Loan Party, as applicable, Party from the relevant authority of its jurisdiction of organization, dated as of a recent date.

Secretary’s Certificate and Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated as of the Closing Date and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer thereof, which shall (A) certify that (x) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Partyor other comparable organizational document, as applicable, of such Loan Party certified by the relevant authority of its jurisdiction of organization, which (y) the certificate or articles of incorporation, formation or organization of such Loan Partyor other comparable organizational document, as applicable, of such Loan Party attached thereto have not been amended (except as attached thereto) since the date reflected thereon, thereon and (yz) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, as applicable, together with all amendments thereto as of the Closing Date and such by-laws or operatingDate, management, partnership or similar agreement are in full force and effect and (zB) certify that attached thereto is a true and complete copy of the resolutions or written consentconsents of its shareholders of Board of Directors, as applicablethe case may be, of its board of directors, board of managers, sole member, manager or other applicable governing body authorizing the execution execution, delivery and delivery performance of this Agreement and the other Loan DocumentsDocuments to which it is a party, which and that such resolutions or consent written consents have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effecteffect without amendment, modification or rescission, and (BC) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party, as applicable, authorized to sign Party who have executed the Loan Documents to which such Loan Party, as applicable, Party is a party as of the Closing Date and (ii) a good standing (or equivalent) certificate as of a recent date for such Loan Party, as applicable, Party from the relevant authority of its jurisdiction of organization, dated as of a recent dateorganization (to the extent such concepts are applicable).

Secretary’s Certificate and Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of Holdings and each applicable Loan Party, dated the Closing Date and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer thereof, which shall (A) certify that (x) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of Holdings or such Loan Party, as applicable, certified by the relevant authority of its jurisdiction of organization, which certificate or articles of incorporation, formation or organization of Holdings or such Loan Party, as applicable, have not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of Holdings or such Loan Party, as applicable, together with all amendments thereto as of the Closing Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member, manager member or other applicable governing body authorizing the execution and delivery of the Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of Holdings or such Loan Party, as applicable, authorized to sign the Loan Documents to which Holdings or such Loan Party, as applicable, is a party and (ii) a good standing (or equivalent) certificate for Holdings or such Loan Party, as applicable, from the relevant authority of its jurisdiction of organization, dated as of a recent date.

Secretary’s Certificate and Good Standing Certificates. The Administrative Agent Purchaser Representative (or its counsel) shall have received (i) a certificate of each Loan Note Party, dated the Closing Date and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer thereof, which shall (A) certify that (xw) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Note Party, as applicable, certified by the relevant authority of its jurisdiction of organization, which (x) the certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, have Note Party attached thereto has not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Note Party, as applicable, together with all amendments thereto as of the Closing Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member, manager member or other applicable governing body authorizing the execution and delivery of the Loan Note Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or other authorized signatories of such Loan Party, as applicable, Note Party who are authorized to sign the Loan Note Documents to which such Loan Party, as applicable, Note Party is a party on the Closing Date and (ii) a good standing (or equivalent) certificate for such Loan Party, as applicable, Note Party from the relevant authority of its jurisdiction of organization, dated as of a recent date.

Secretary’s Certificate and Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated the Closing First Amendment Effective Date and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer thereofOfficer, which shall (Ai) certify that (x) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, certified by the relevant authority of its jurisdiction of organization, which certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, have not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, as applicable, together with all amendments thereto as of the Closing Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member, manager member or other applicable governing body authorizing the execution execution, delivery and delivery performance of the Loan DocumentsFirst Amendment and, in the case of the Borrower, the borrowings thereunder, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party, as applicable, authorized to sign the Loan Documents to which such Loan Party, as applicable, is a party effect and (ii) certify either (A) that attached thereto is a good standing (true and complete copy of the certificate or equivalent) certificate for articles of incorporation, formation or organization of such Loan Party, as applicable, from Party certified by the relevant authority of its jurisdiction of organization, dated which certificate or articles of incorporation, formation or organization of such Loan Party have not been amended (except as attached thereto) since the date reflected thereon or (B) that the applicable certificate or articles of incorporation, formation or organization have not been amended, repealed, modified or restated (except as attached thereto) since the date last delivered to the Administrative Agent and (iii) certify either (A) that attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party together with all amendments thereto as of a recent datethe First Amendment Effective Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect or (B) that the applicable by-laws or operating, management, partnership or similar agreement have not been amended, repealed, modified or restated (except as attached thereto) since the since the date last delivered to the Administrative Agent.

Secretary’s Certificate and Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated the Closing Date and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer thereofof each of the Loan Parties, which shall certifying (Ai)(x) certify that (x) attached thereto is a true and complete copy of the articles or certificate of incorporation or articles of incorporation, formation or organization other comparable organizational documents of such Loan Party, as applicable, certified by the relevant authority of its the jurisdiction of organization, which certificate or articles of incorporation, formation or organization of such Loan PartyParty and a true and complete copy of the bylaws, as applicable, operating or comparable governing document of such Loan Party and (y) that such documents or agreements have not been amended (except as attached thereto) since the date reflected thereon, therein (y) except as otherwise attached thereto is a true to such certificate and correct copy of certified therein as being the by-laws or operating, management, partnership or similar agreement of such Loan Party, as applicable, together with all only amendments thereto as of the Closing Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect date) and (zii)(x) that attached thereto is a true and complete copy of the resolutions or written consentconsents of its shareholders or board of directors or other relevant governing body, as applicablethe case may be, of its board of directors, board of managers, sole member, manager or other applicable governing body authorizing the execution execution, delivery and delivery performance of this Agreement and the other Loan DocumentsDocuments to which it is a party, which and that such resolutions or consent written consents have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effecteffect on the Closing Date without amendment, modification or rescission, and (By) identify by name as to the incumbency and title and bear genuineness of the signatures signature of the officers, managersdirectors, directors managers or other authorized signatories of such each Loan Party, as applicable, authorized to sign executing this Agreement and the other Loan Documents to which such Loan Party, as applicable, it is a party and (ii) a good standing (or equivalent) certificate for such of each of the Loan Party, as applicable, Parties under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization, dated as of a recent date.

Secretary’s Certificate and Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated the Closing Restatement Effective Date and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer thereof, which shall (A) certify that (xw) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, certified by the relevant authority of its jurisdiction of organization, which (x) the certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, have Party attached thereto has not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, as applicable, together with all amendments thereto as of the Closing Restatement Effective Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member, manager member or other applicable governing body authorizing the execution and delivery of the Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or other authorized signatories of such Loan Party, as applicable, Party who are authorized to sign the Loan Documents to which such Loan Party, as applicable, Party is a party on the Restatement Effective Date and (ii) a good standing (or equivalent) certificate for such each Loan Party, as applicable, Party from the relevant authority of its jurisdiction of organizationorganization or incorporation, dated as of a recent date.

Secretary’s Certificate and Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (to the extent requested) (i) a certificate of each Loan Party, dated the Closing Date and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer thereof, which shall (A) certify that (xw) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, Party certified by the relevant authority of its jurisdiction of organization, which (x) certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, Party attached thereto have not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, as applicable, together with all amendments thereto as of the Closing Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member, manager member or other applicable governing body authorizing the execution and delivery of the Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party, as applicable, Party authorized to sign the Loan Documents to which such Loan Party, as applicable, Party is a party on the Closing Date and (ii) a good standing (or equivalent) certificate as of a recent date for such Loan Party, as applicable, Party from the relevant authority of its jurisdiction of organization, dated as of a recent date.

Secretary’s Certificate and Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated the Closing Date and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer thereof, which shall (A) certify that (xw) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization or other comparable organizational document of such Loan Party, as applicable, certified by the relevant authority of its jurisdiction of organizationorganization (where applicable), which (x) the certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, have Party attached thereto has not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, as applicable, together with all amendments thereto as of the Closing Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member, manager member or other applicable governing body authorizing the execution and delivery of the Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or other authorized signatories of such Loan Party, as applicable, Party who are authorized to sign the Loan Documents to which such Loan Party, as applicable, Party is a party on the Closing Date and (ii) a good standing (or equivalent) certificate for such Loan Party, as applicable, Party from the relevant authority of its jurisdiction of organization, dated as of a recent date.

Secretary’s Certificate and Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated as of the Closing Date and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer thereof, which shall (A) certify that (x) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Partyor other comparable organizational document, as applicable, of such Loan Party certified by the relevant authority of its jurisdiction of organization, which (y) the certificate or articles of incorporation, formation or organization of such Loan Partyor other comparable organizational document, as applicable, of such Loan Party attached thereto have not been amended (except as attached thereto) since the date reflected thereon, thereon and (yz) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, as applicable, together with all amendments thereto as of the Closing Date and such by-laws or operatingDate, management, partnership or similar agreement are in full force and effect and (zB) certify that attached thereto is a true and complete copy of the resolutions or written consentconsents of its shareholders of Board of Directors, as applicablethe case may be, of its board of directors, board of managers, sole member, manager or other applicable governing body authorizing the execution execution, delivery and delivery performance of this Agreement and the other Loan DocumentsDocuments to which it is a party, which and that such resolutions or consent written consents have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effecteffect without amendment, modification or rescission, and (BC) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party, as applicable, authorized to sign Party who have executed the Loan Documents to which such Loan Party, as applicable, Party is a party on the Closing Date and (ii) a good standing (or equivalent) certificate as of a recent date for such Loan Party, as applicable, Party from the relevant authority of its jurisdiction of organization, dated as of a recent dateorganization (to the extent such concepts are applicable).

Secretary’s Certificate and Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated the Closing Restatement Date and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer thereof, which shall (A) certify that (xw) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party, as applicableexcept in the case of any Canadian Loan Party, certified by the relevant authority of its jurisdiction of organization, which (x) the certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, have Party attached thereto has not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, as applicable, together with all amendments thereto as of the Closing Restatement Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member, manager member or other applicable governing body authorizing the execution and delivery of the Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or other authorized signatories of such Loan Party, as applicable, Party who are authorized to sign the Loan Documents to which such Loan Party, as applicable, Party is a party on the Restatement Date and (ii) a good standing (or equivalent) certificate for such Loan Party, as applicable, Party from the relevant authority of its jurisdiction of organization, dated as of a recent date.

Secretary’s Certificate and Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated as of the Closing Date and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer thereof, which shall (A) certify that (x) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Partyor other comparable organizational document, as applicable, of such Loan Party certified by the relevant authority of its jurisdiction of organization, which (y) the certificate or articles of incorporation, formation or organization of such Loan Partyor other comparable organizational document, as applicable, of such Loan Party attached thereto have not been amended (except as attached thereto) since the date reflected thereon, thereon and (yz) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, as applicable, together with all amendments thereto as of the Closing Date and such by-laws or operatingDate, management, partnership or similar agreement are in full force and effect and (zB) certify that attached thereto is a true and complete copy of the resolutions or written consentconsents of its shareholders of Board of Directors, as applicablethe case may be, of its board of directors, board of managers, sole member, manager or other applicable governing body authorizing the execution execution, delivery and delivery performance of this Agreement and the other Loan DocumentsDocuments to which it is a party, which and that such resolutions or consent written consents have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effecteffect without amendment, modification or 119 48054934.2 LEGAL_US_E # 159035042.9 rescission, and (BC) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party, as applicable, authorized to sign Party who have executed the Loan Documents to which such Loan Party, as applicable, Party is a party as of the Closing Date and (ii) a good standing (or equivalent) certificate as of a recent date for such Loan Party, as applicable, Party from the relevant authority of its jurisdiction of organization, dated as of a recent dateorganization (to the extent such concepts are applicable).

Secretary’s Certificate and Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated the Closing Date and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer thereof, which shall (A) certify that (x) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, certified by the relevant authority of its jurisdiction of organization, which certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, have not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, as applicable, together with all amendments thereto as of the Closing Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, consent of its board of directors, board of managers, sole member, manager members or other applicable governing body authorizing the execution execution, delivery and delivery performance of the Loan DocumentsDocuments to which it is a party and, which in the case of the Borrower, the borrowings hereunder, and that such resolutions or consent written consents have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party, as applicable, Party authorized to sign the Loan Documents to which such Loan Party, as applicable, it is a party on the Closing Date and (C) certify that (x) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or equivalent) of such Loan Party (the “Articles of Organization”) certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of its bylaws or operating, management, partnership or similar agreement (the “Governing Agreement”) and (y) the Articles of Organization and the Governing Agreement have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereof as of such date) and (ii) a good standing (or equivalent) certificate as of a recent date for such Loan Party, as applicable, Party from the relevant authority of its jurisdiction of organization, dated as of a recent date.

Secretary’s Certificate and Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated as of the Closing Date and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer thereof, which shall (A) certify that (x) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Partyor other comparable organizational document, as applicable, of such Loan Party certified by the relevant authority of its jurisdiction of organization, which (y) the certificate or articles of incorporation, formation or organization of such Loan Partyor other comparable organizational document, as applicable, of such Loan Party attached thereto have not been amended (except as attached thereto) since the date reflected thereon, thereon and (yz) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, as applicable, together with all amendments thereto as of the Closing Date and such by-laws or operatingDate, management, partnership or similar agreement are in full force and effect and (zB) certify that attached thereto is a true and complete copy of the resolutions or written consentconsents of its shareholders of board of directors (or similar governing body, as applicable), of its board of directorsas the case may be, board of managers, sole member, manager or other applicable governing body authorizing the execution execution, delivery and delivery performance of this Agreement and the other Loan DocumentsDocuments to which it is a party, which and that such resolutions or consent written consents have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effecteffect without amendment, modification or rescission, and (BC) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party, as applicable, authorized to sign Party who have executed the Loan Documents to which such Loan Party, as applicable, Party is a party as of the Closing Date and (ii) a good standing (or equivalent) certificate as of a recent date for such Loan Party, as applicable, Party from the relevant authority of its jurisdiction of organization, dated as of a recent dateorganization (to the extent such concepts are applicable).