Common use of Organization Documents Clause in Contracts

Organization Documents. After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicable; (ii) a certificate as to the good standing (or comparable status) of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that, in the case of the U.S. Borrower and any Domestic Guarantor, the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents as in effect on the Closing Date and at all times since the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of the U.S. Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.

Organization Documents. After giving effect to the transactions contemplated herebyby the Transaction Documents, the Administrative ownership, capital, corporate, organizational and legal structure of each Facility Party shall be reasonably satisfactory to the Lenders, and the Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, Organizational Documents of each Loan Seller, each Facility Party, the Collateral Agent, and the Marks Company, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction state of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable status) of each Loan Party Seller, each Facility Party, and the Marks Company, from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organizationState, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iiiii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party Seller, each Facility Party, the Collateral Agent, and the Marks Company dated the Closing Date and certifying (A) thatthat the certificate of formation or articles of incorporation or other Organizational Documents, in the case as applicable, of the U.S. Borrower and any Domestic Guarantoreach Seller, such Facility Party, the Organization Documents of such Loan Party Collateral Agent, or the Marks Company, as applicable, have not been amended since the date of the last amendment thereto shown on the related certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (iii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents operating agreement or by-laws of each Seller, such Facility Party, the Collateral Agent, or the Marks Company, as applicable, as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such datebelow, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors (directors or equivalent other governing body) body of each Seller, such Loan Party Facility Party, the Collateral Agent, or the Marks Company, as applicable, authorizing the execution, delivery and performance of the Loan Transaction Documents to which it is to be a party and, in the case of the U.S. Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan DocumentTransaction Document or any other document delivered in connection herewith or therewith on behalf of each Seller, such Facility Party, the Collateral Agent, or the Marks Company; and (iviii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iiiii) above; and (iv) such other documents as the Agent or Xxxxx Xxxxx LLP, counsel for the Agent, may reasonably request.

Organization Documents. After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: (i) a copy of the Organization Documents, - 76 - including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable status) of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organizationState, as of a recent date; provided that (ii) a certificate as to the extent a certificate of good standing (or comparable status) is not of each Loan Party, as of a recent date, from the Secretary of State or other applicable in the authority of its respective jurisdiction of any Loan Party that is a Foreign Subsidiary, organization and from each other state in which such Loan Party shall provide an Officer’s Certificate in form and substance is qualified or is required to be qualified to do business except those states wherein the failure to be qualified to do business would not reasonably satisfactory be expected to the Administrative Agenthave a Material Adverse Effect; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that, in the case of the U.S. Borrower and any Domestic Guarantor, that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause CLAUSE (ii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents agreement of limited partnership, operating agreement or by-laws of such Loan Party, as applicable, as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause CLAUSE (C) below or certifying that such Organization Documents have not been amended since such datebelow, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors (directors or equivalent other governing body) body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of the U.S. BorrowerCompany, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause CLAUSE (iii) above.

Organization Documents. After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization organization, and a certificate as to the extent applicablegood standing (or comparable status) of each Loan Party from such Secretary of State, as of a recent date; (ii) a certificate as to the good standing (or comparable status) of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organizationState, as of a recent date; provided that (iii) a certificate as to the extent a certificate of good standing (or comparable status) is not of each Loan Party, as of a recent date, from the Secretary of State or other applicable in the authority of its respective jurisdiction of any Loan Party that is a Foreign Subsidiary, organization and from each other state in which such Loan Party shall provide an Officer’s Certificate in form and substance is qualified or is required to be qualified to do business except those states wherein the failure to be qualified to do business would not reasonably satisfactory be expected to the Administrative Agenthave a Material Adverse Effect; (iiiiv) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that, in the case of the U.S. Borrower and any Domestic Guarantor, that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents agreement of limited partnership, operating agreement or by-laws of such Loan Party, as applicable, as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such datebelow, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors (directors or equivalent other governing body) body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of the U.S. Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan Document; and (ivv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iiiiv) above.

Organization Documents. After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: received (i) a copy of the Organization Documentscertificate of incorporation, memorandum of association or articles of incorporation and all applicable, if any, certificates of incorporation on a change of name or certificates of re-registration or other formation documents, including all amendments thereto, of each Loan PartyParty as of the Amendment No. 4 Effective Date, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of the state of its respective jurisdiction organization, and a certificate as to or of organization compliance evidencing (to the extent applicablethe concept is applicable in such jurisdiction) the good standing of each such Loan Party as of a recent date, from such Secretary of State; (ii) a certificate as to of the good standing (secretary or comparable status) assistant secretary of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party Amendment No. 4 Effective Date dated the Closing Amendment No. 4 Effective Date and certifying (A) thatthat attached thereto is a true and complete copy of the by-laws (or similar governing documentation) of such Loan Party as in effect on the Amendment No. 4 Effective Date and at all times since a date prior to the date of the resolutions described in sub-clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or similar governing body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party (in the case of the U.S. Borrower and any Domestic GuarantorHPUI), the Organization borrowings hereunder (in the case of each such Loan Party), the granting of the Liens contemplated to be granted by it under the Collateral Documents and (in the case of each Guarantor) the Guaranteeing of the Secured Obligations as contemplated by this Amendment and the Amended Credit Agreement, joinders to any Loan Documents, and any other documents required to be executed by such Loan Party pursuant to this Section 4 (the “Amendment Documents”), and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) if applicable, that the certificate or articles of incorporation or other formation documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to sub-clause (iii) above (in which case such certification will be delivered in lieu of the documentation requested pursuant to sub-clause (i) above and remains in full force and effect; (B) that attached thereto such certification is a true and complete copy hereby deemed to satisfy the requirements of the Organization Documents as in effect on the Closing Date and at all times since the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of the U.S. Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.sub-clause

Organization Documents. After giving effect to the transactions contemplated hereby, the The Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization organization, and a certificate as to the extent applicablegood standing of each Loan Party from such Secretary of State, as of a recent date; (ii) a certificate as to the good standing (or comparable status) of each Loan Party Party, as of a recent date, from such the Secretary of State or other applicable Governmental Authority authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable organization and from each other state in the jurisdiction of any Loan Party that is a Foreign Subsidiary, which such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory is qualified or is required to the Administrative Agentbe qualified to do business; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that, in the case of the U.S. Borrower and any Domestic Guarantor, that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents agreement of limited partnership, operating agreement or by-laws of such Loan Party, as applicable, as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such datebelow, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors (directors or equivalent other governing body) body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of the U.S. Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan DocumentDocument or any other document delivered in connection herewith on behalf of such Loan Party; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.;

Organization Documents. After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: received (i) a copy of the Organization Documentscertificate of incorporation, memorandum of association or articles of incorporation and all applicable, if any, certificates of incorporation on a change of name or certificates of re-registration or other formation documents, including all amendments thereto, of each Loan PartyParty as of the Amendment No. 5 Effective Date, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of the state of its respective jurisdiction organization, and a certificate as to or of organization compliance evidencing (to the extent applicablethe concept is applicable in such jurisdiction) the good standing of each such Loan Party as of a recent date, from such Secretary of State; (ii) a certificate as to of the good standing (secretary or comparable status) assistant secretary of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party Amendment No. 5 Effective Date dated the Closing Amendment No. 5 Effective Date and certifying (A) thatthat attached thereto is a true and complete copy of the by-laws (or similar governing documentation) of such Loan Party as in effect on the Amendment No. 5 Effective Date and at all times since a date prior to the date of the resolutions described in sub-clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or similar governing body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party (in the case of the U.S. Borrower Borrower), the borrowings hereunder (in the case of each such Loan Party), the granting of the Liens contemplated to be granted by it under the Collateral Documents and (in the case of each Guarantor) the Guaranteeing of the Secured Obligations as contemplated by this Amendment and the Amended Credit Agreement, joinders to any Loan Documents, and any Domestic Guarantorother documents required to be executed by such Loan Party pursuant to this Section 4 (the “Amendment Documents”), and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) if applicable, that the Organization Documents certificate or articles of incorporation or other formation documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to sub-clause (i) above (in which case such certification will be delivered in lieu of the documentation requested pursuant to sub-clause (i) above and such certification is hereby deemed to satisfy the requirements of sub-clause (i) of this clause (f)) or comparable status from where a certificate of good standing is not applicable in its jurisdiction of organization furnished pursuant incorporation that attach a true, up to clause (ii) above date and remains in full force and effect; (B) that attached thereto is a true and complete correct copy of the Organization Documents as in effect on the Closing Date and at all times since the date certificate or articles of the resolutions described in clause (C) below incorporation or certifying that such Organization Documents have not been amended since such date, (C) that attached thereto is a true and complete copy other formation documents of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such each Loan Party authorizing the executionduly certified as being true, delivery up to date and performance of the Loan Documents to which it is to be a party and, in the case of the U.S. Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; correct and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Amendment Document or any other document delivered in connection herewith on behalf of such Loan DocumentParty; and (iviii) a certificate of another officer as to the incumbency and specimen signature of the Secretary secretary or Assistant Secretary assistant secretary (or other applicable Responsible Officer manager or director, if applicable) executing the certificate pursuant to clause (iiiii) above.

Organization Documents. After giving effect to the transactions contemplated hereby, the The Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, Documents of each Loan PartyBorrower, certified (if available) as of a recent date by the Secretary of State or other applicable Governmental Authority similar official of its respective state or similar jurisdiction of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable status) of each Loan Party Borrower, from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organizationsimilar official, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iiiii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party Borrower dated the Closing Date and certifying (A) that, in the case of the U.S. Borrower and any Domestic Guarantor, that the Organization Documents of such Loan Party Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (iii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents by–laws or similar constitutive documents of such Borrower as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such datebelow, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors (directors or equivalent similar governing body) body of such Loan Party each Borrower authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of the U.S. Borrower, and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan DocumentDocument or any other document delivered in connection herewith on behalf of such Borrower; and (iviii) a certificate of another officer of each Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iiiii) above; and (iv) such other documents as the Administrative Agent or Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A., counsel for the Administrative Agent, may reasonably request.

Organization Documents. After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicable; (ii) a certificate as to the good standing (or comparable status) of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that, in the case of the U.S. Borrower and any Domestic Guarantor, that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above (to the extent applicable in the relevant Loan Party’s jurisdiction) and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents as in effect on the Closing Date and at all times since the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of the U.S. BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.. - 113 -

Organization Documents. After giving effect to the transactions contemplated herebyby the Transaction Documents, the Administrative ownership, capital, corporate, organizational and legal structure of each Facility Party shall be reasonably satisfactory to the Lenders, and the Agent shall have received: (i) a copy of the Organization DocumentsOrganizational Documents of Trinity, including all amendments theretoeach Facility Party, of each Loan PartyPartner, the -45- Partnership and the Marks Company, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction state of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable status) of Trinity, each Loan Party Facility Party, each Partner, the Partnership and the Marks Company, from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organizationState, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iiiii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of Trinity, each Loan Party Facility Party, each Partner, the Partnership and the Marks Company dated the Closing Date and certifying (A) thatthat the certificate or articles of incorporation or other Organizational Documents, in the case as applicable, of the U.S. Borrower and any Domestic GuarantorTrinity, such Facility Party, each Partner, the Organization Documents of such Loan Party Partnership or the Marks Company, as applicable, have not been amended since the date of the last amendment thereto shown on the related certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (iii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents agreement of limited partnership, operating agreement or by-laws of Trinity, such Facility Party, each Partner, the Partnership or the Marks Company, as applicable, as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such datebelow, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors (directors or equivalent other governing body) body of Trinity, such Loan Party Facility Party, each Partner, the Partnership or the Marks Company, as applicable, authorizing the execution, delivery and performance of the Loan Transaction Documents to which it is to be a party and, in the case of the U.S. Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan DocumentTransaction Document or any other document delivered in connection herewith or therewith on behalf of Trinity, such Facility Party, each Partner, the Partnership or the Marks Company; and (iviii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iiiii) above; and (iv) such other documents as the Agent or Mayer, Brown, Rowe & Maw, counsel for the Agent, may reasonably request.

Organization Documents. After giving effect to the transactions contemplated herebyby the Transaction Documents, the Administrative ownership, capital, corporate, organizational and legal structure of each Facility Party shall be reasonably satisfactory to the Lenders, and the Agent shall have received: (i) a copy of the Organization DocumentsOrganizational Documents of Trinity, including all amendments thereto, of each Loan PartyFacility Party and the Marks Company, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction state of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable status) of Trinity, each Loan Facility Party and the Marks Company, from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organizationState, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iiiii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of Trinity, each Loan Facility Party and the Marks Company dated the Closing Date and certifying (A) thatthat the certificate or articles of incorporation or other Organizational Documents, in as applicable, of Trinity, such Facility Party or the case of the U.S. Borrower and any Domestic GuarantorMarks Company, the Organization Documents of such Loan Party as applicable, have not been amended since the date of the last amendment thereto shown on the related certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (iii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents agreement of limited partnership, operating agreement or by-laws of Trinity, such Facility Party or the Marks Company, as applicable, as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such datebelow, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors (directors or equivalent other governing body) body of Trinity, such Loan Facility Party or the Marks Company, as applicable, authorizing the execution, delivery and performance of the Loan Transaction Documents to which it is to be a party and, in the case of the U.S. Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan DocumentTransaction Document or any other document delivered in connection herewith or therewith on behalf of Trinity, such Facility Party or the Marks Company; and (iviii) a certificate of another officer as to the incumbency and specimen 77 signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iiiii) above; and (iv) such other documents as the Agent or Xxxxx Xxxxx LLP, counsel for the Agent, may reasonably request.

Organization Documents. After giving effect to the transactions contemplated herebyhereby (including the Acquisition), the Administrative Agent shall have received: received (i) a copy of the Organization Documentscertificate of incorporation, memorandum of association or articles of incorporation and all applicable, if any, certificates of incorporation on a change of name or certificates of re-registration or other formation documents, including all amendments thereto, of each Loan PartyParty (including the Target and each of its Subsidiaries that are not Excluded Subsidiaries (collectively, the “Venus Guarantors”)) (other than any Foreign Subsidiary) as of the Amendment No. 9 Effective Date, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of the state of its respective jurisdiction organization, and a certificate as to or of organization compliance evidencing (to the extent applicablethe concept is applicable in such jurisdiction) the good standing of each such Loan Party as of a recent date, from such Secretary of State; (ii) a certificate as to of the good standing (secretary or comparable status) assistant secretary of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party Amendment No. 9 Effective Date dated the Closing Amendment No. 9 Effective Date and certifying (A) thatthat attached thereto is a true and complete copy of the by-laws (or similar governing documentation) of such Loan Party as in effect on the Amendment No. 9 Effective Date and at all times since a date prior to the date of the resolutions described in sub-clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or similar governing body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party (in the case of the U.S. Borrower Borrower), the borrowings hereunder (in the case of each such Loan Party), the granting of the Liens contemplated to be granted by it under the Collateral Documents and (in the case of each Guarantor) the Guaranteeing of the Secured Obligations as contemplated by this Amendment and the Amended Credit Agreement, joinders to any Loan Documents, and any Domestic Guarantorother documents required to be executed by such Loan Party pursuant to this Section 4 (the “Amendment Documents”), and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) if applicable, that the Organization Documents certificate or articles of incorporation or other formation documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to sub-clause (i) above (in which case such certification will be delivered in lieu of the documentation requested pursuant to sub-clause (i) above and such certification is hereby deemed to satisfy the requirements of sub-clause (i) of this clause (f)) or comparable status from where a certificate of good standing is not applicable in its jurisdiction of organization furnished pursuant incorporation that attach a true, up to clause (ii) above date and remains in full force and effect; (B) that attached thereto is a true and complete correct copy of the Organization Documents as in effect on the Closing Date and at all times since the date certificate or articles of the resolutions described in clause (C) below incorporation or certifying that such Organization Documents have not been amended since such date, (C) that attached thereto is a true and complete copy other formation documents of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such each Loan Party authorizing the executionduly certified as being true, delivery up to date and performance of the Loan Documents to which it is to be a party and, in the case of the U.S. Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; correct and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Amendment Document or any other document delivered in connection herewith on behalf of such Loan DocumentParty; and (iviii) a certificate of another officer as to the incumbency and specimen signature of the Secretary secretary or Assistant Secretary assistant secretary (or other applicable Responsible Officer manager or director, if applicable) executing the certificate pursuant to clause (iiiii) above.

Organization Documents. After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: received (i) a copy of the Organization Documentscertificate of incorporation, memorandum of association or articles of incorporation and all applicable, if any, certificates of incorporation on a change of name or certificates of re-registration or other formation documents, including all amendments thereto, of each Loan PartyParty as of the Amendment No. 3 Effective Date, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of the state of its respective jurisdiction organization, and a certificate as to or of organization compliance evidencing (to the extent applicablethe concept is applicable in such jurisdiction) the good standing of each such Loan Party as of a recent date, from such Secretary of State; (ii) a certificate as to of the good standing (secretary or comparable status) assistant secretary of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party Amendment No. 3 Effective Date dated the Closing Amendment No. 3 Effective Date and certifying (A) thatthat attached thereto is a true and complete copy of the by-laws (or similar governing documentation) of such Loan Party as in effect on the Amendment No. 3 Effective Date and at all times since a date prior to the date of the resolutions described in sub-clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or similar governing body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party (in the case of the U.S. Borrower and any Domestic GuarantorHPUI), the Organization borrowings hereunder (in the case of each such Loan Party), the granting of the Liens contemplated to be granted by it under the Collateral Documents and (in the case of each Guarantor) the Guaranteeing of the Secured Obligations as contemplated by this Amendment and the Amended Credit Agreement, joinders to any Loan Documents, and any other documents required to be executed by such Loan Party pursuant to this Section 4 (the “Amendment Documents”), and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) if applicable, that the certificate or articles of incorporation or other formation documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to sub-clause (i) above (in which case such certification will be delivered in lieu of the documentation requested pursuant to sub- clause (i) above and such certification is hereby deemed to satisfy the requirements of sub-clause (i) of this clause (f)) or comparable status from where a certificate of good standing is not applicable in its jurisdiction of organization furnished pursuant incorporation that attach a true, up to clause (ii) above date and remains in full force and effect; (B) that attached thereto is a true and complete correct copy of the Organization Documents as in effect on the Closing Date and at all times since the date certificate or articles of the resolutions described in clause (C) below incorporation or certifying that such Organization Documents have not been amended since such date, (C) that attached thereto is a true and complete copy other formation documents of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such each Loan Party authorizing the executionduly certified as being true, delivery up to date and performance of the Loan Documents to which it is to be a party and, in the case of the U.S. Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; correct and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Amendment Document or any other document delivered in connection herewith on behalf of such Loan DocumentParty; and (iviii) a certificate of another officer as to the incumbency and specimen signature of the Secretary secretary or Assistant Secretary assistant secretary (or other applicable Responsible Officer manager or director, if applicable) executing the certificate pursuant to clause (iiiii) above.

Organization Documents. After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: received (i) a copy of the Organization Documentscertificate of incorporation, memorandum of association or articles of incorporation and all applicable, if any, certificates of incorporation on a change of name or certificates of re-registration or other formation documents, including all amendments thereto, of each Loan PartyParty as of the Amendment No. 2 Effective Date, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of the state of its respective jurisdiction organization, and a certificate as to or of organization compliance evidencing (to the extent applicablethe concept is applicable in such jurisdiction) the good standing of each such Loan Party as of a recent date, from such Secretary of State; (ii) a certificate as to of the good standing (secretary or comparable status) assistant secretary of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party Amendment No. 2 Effective Date dated the Closing Amendment No. 2 Effective Date and certifying (A) thatthat attached thereto is a true and complete copy of the by-laws (or similar governing documentation) of such Loan Party as in effect on the Amendment No. 2 Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or similar governing body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party (in the case of the U.S. Borrower and any Domestic GuarantorHPUI), the Organization borrowings hereunder (in the case of each such Loan Party), the granting of the Liens contemplated to be granted by it under the Collateral Documents and (in the case of each Guarantor) the Guaranteeing of the Secured Obligations as contemplated by this Amendment and the Amended Credit Agreement, joinders to any Loan Documents, and any other documents required to be executed by such Loan Party pursuant to this Section 4 (the “Amendment Documents”), and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) if applicable, that the certificate or articles of incorporation or other formation documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (iii) above or where a certificate of good standing is not applicable in its jurisdiction of incorporation that attach a true, up to date and remains in full force and effect; (B) that attached thereto is a true and complete correct copy of the Organization Documents as in effect on the Closing Date and at all times since the date certificate or articles of the resolutions described in clause (C) below incorporation or certifying that such Organization Documents have not been amended since such date, (C) that attached thereto is a true and complete copy other formation documents of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such each Loan Party authorizing the executionduly certified as being true, delivery up to date and performance of the Loan Documents to which it is to be a party and, in the case of the U.S. Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; correct and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Amendment Document or any other document delivered in connection herewith on behalf of such Loan DocumentParty; and (iviii) a certificate of another an- other officer as to the incumbency and specimen signature of the Secretary secretary or Assistant Secretary assistant secretary (or other applicable Responsible Officer manager or director, if applicable) executing the certificate pursuant to clause (iiiii) above.

Organization Documents. After giving effect to the transactions contemplated hereby, the The Administrative Agent shall have received: (i) a copy of the Organization DocumentsDocuments of the Borrower, including all amendments thereto, of TILC and each Loan PartySeller, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction state of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable status) of the Borrower, TILC and each Loan Party Seller, from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organizationState, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iiiii) a certificate of the Secretary or Assistant Secretary or other applicable a Responsible Officer of the Borrower, TILC and each Loan Party Seller, dated the Closing Date and certifying (A) thatthat the certificate of formation or articles of incorporation or other Organization Documents, in the case as applicable, of the U.S. Borrower Borrower, TILC and any Domestic Guarantor, the Organization Documents of such Loan Party each Seller have not been amended since the date of the last amendment thereto shown on the related certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (iii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents operating agreement or by-laws (or their equivalent) of the Borrower, TILC and each Seller, as applicable, as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such date, below; (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors (directors or equivalent other governing body) body of such Loan Party the Borrower, TILC and each Seller, as applicable, authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of the U.S. Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan DocumentDocument or any other document delivered in connection herewith or therewith on behalf of the Borrower, TILC and each Seller; and (ivE) solely with respect to the Borrower, the representations and warranties made by the Borrower in any Loan Document to which it is a party are true and correct in all material respects at and as if made as of such date except to the extent they expressly relate to an earlier date, and that no Trigger Event, violation of any Concentration Limit, Default, [Term Loan Agreement] Event of Default or Servicer Replacement Event exists or is continuing either prior to or immediately after giving effect to the making of the Loans (and the application of the proceeds thereof); and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iiiii) above.

Organization Documents. After giving effect to the transactions contemplated herebyby the Transaction Documents, the Administrative ownership, capital, corporate, organizational and legal structure of each Facility Party shall be reasonably satisfactory to the Lenders, and the Agent shall have received: (i) a copy of the Organization DocumentsOrganizational Documents of Trinity, including all amendments theretoeach Facility Party, of each Loan PartyPartner, the Partnership and the Marks Company, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction state of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable status) of Trinity, each Loan Party Facility Party, each Partner, the Partnership and the Marks Company, from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organizationState, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iiiii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of Trinity, each Loan Party Facility Party, each Partner, the Partnership and the Marks Company dated the Closing Date and certifying (A) thatthat the certificate or articles of incorporation or other Organizational Documents, in the case as applicable, of the U.S. Borrower and any Domestic GuarantorTrinity, such Facility Party, each Partner, the Organization Documents of such Loan Party Partnership or the Marks Company, as applicable, have not been amended since the date of the last amendment thereto shown on the related certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (iii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents agreement of limited partnership, operating agreement or by-laws of Trinity, such Facility Party, each Partner, the Partnership or the Marks Company, as applicable, as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such datebelow, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors (directors or equivalent other governing body) body of Trinity, such Loan Party Facility Party, each Partner, the Partnership or the Marks Company, as applicable, authorizing the execution, delivery and performance of the Loan Transaction Documents to which it is to be a party and, in the case of the U.S. Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan DocumentTransaction Document or any other document delivered in connection herewith or therewith on behalf of Trinity, such Facility Party, each Partner, the Partnership or the Marks Company; and (iviii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iiiii) above; and (iv) such other documents as the Agent or Mayer, Brown, Rxxx & Maw, counsel for the Agent, may reasonably request.

Organization Documents. After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: received (i) a copy of the Organization Documentscertificate of incorporation, memorandum of association or articles of incorporation and all applicable, if any, certificates of incorporation on a change of name or certificates of re-registration or other formation documents, including all amendments thereto, of each Loan PartyParty as of the Amendment No. 6 Effective Date, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of the state of its respective jurisdiction organization, and a certificate as to or of organization compliance evidencing (to the extent applicablethe concept is applicable in such jurisdiction) the good standing of each such Loan Party as of a recent date, from such Secretary of State; (ii) a certificate as to of the good standing (secretary or comparable status) assistant secretary of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party Amendment No. 6 Effective Date dated the Closing Amendment No. 6 Effective Date and certifying (A) thatthat attached thereto is a true and complete copy of the by-laws (or similar governing documentation) of such Loan Party as in effect on the Amendment No. 6 Effective Date and at all times since a date prior to the date of the resolutions described in sub-clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or similar governing body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party (in the case of the U.S. Borrower Borrower), the borrowings hereunder (in the case of each such Loan Party), the granting of the Liens contemplated to be granted by it under the Collateral Documents and (in the case of each Guarantor) the Guaranteeing of the Secured Obligations as contemplated by this Amendment and the Amended Credit Agreement, joinders to any Loan Documents, and any Domestic Guarantorother documents required to be executed by such Loan Party pursuant to this Section 4 (the “Amendment Documents”), and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) if applicable, that the Organization Documents certificate or articles of incorporation or other formation documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to sub-clause (i) above (in which case such certification will be delivered in lieu of the documentation requested pursuant to sub-clause (i) above and such certification is hereby deemed to satisfy the requirements of sub-clause (i) of this clause (f)) or comparable status from where a certificate of good standing is not applicable in its jurisdiction of organization furnished pursuant incorporation that attach a true, up to clause (ii) above date and remains in full force and effect; (B) that attached thereto is a true and complete correct copy of the Organization Documents as in effect on the Closing Date and at all times since the date certificate or articles of the resolutions described in clause (C) below incorporation or certifying that such Organization Documents have not been amended since such date, (C) that attached thereto is a true and complete copy other formation documents of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such each Loan Party authorizing the executionduly certified as being true, delivery up to date and performance of the Loan Documents to which it is to be a party and, in the case of the U.S. Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; correct and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Amendment Document or any other document delivered in connection herewith on behalf of such Loan DocumentParty; and (iviii) a certificate of another officer as to the incumbency and specimen signature of the Secretary secretary or Assistant Secretary assistant secretary (or other applicable Responsible Officer manager or director, if applicable) executing the certificate pursuant to clause (iiiii) above.

Organization Documents. After giving effect to the transactions contemplated hereby, the The Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction state of organization organization, and a certificate as to the extent applicablegood standing of each Loan Party from such Secretary of State, as of a recent date; (ii) a certificate as to the good standing (or comparable status) of each Loan Party Party, as of a recent date, from such the Secretary of State or other applicable Governmental Authority authority of its respective jurisdiction of organizationorganization and from each other state in which such Loan Party is qualified or is required to be qualified to do business, as of a recent date; provided that together in each case, to the extent generally available, with a certificate or other evidence of good standing (or comparable status) is not applicable in the jurisdiction as to payment of any Loan Party that is a Foreign Subsidiary, applicable franchise or similar taxes from the appropriate taxing authority of each such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agentjurisdiction; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that, in the case of the U.S. Borrower and any Domestic Guarantor, that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (iii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents agreement of limited partnership, operating agreement or by-laws of such Loan Party, as applicable, as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such datebelow, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors (directors or equivalent other governing body) body of such Loan Party authorizing the execution, delivery and performance of the Term Loan Documents to which it is to be a party and, in the case of the U.S. BorrowerBorrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Term Loan DocumentDocument or any other document delivered in connection herewith on behalf of such Loan Party; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.

Organization Documents. After giving effect to the transactions contemplated herebyby the Transaction Documents, the Administrative ownership, capital, corporate, organizational and legal structure of each Facility Party shall be reasonably satisfactory to the Lenders, and the Agent shall have received: (i) a copy of the Organization DocumentsOrganizational Documents of Trinity, including all amendments thereto, of each Loan PartyFacility Party and the Marks Company, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction state of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable status) of Trinity, each Loan Facility Party and the Marks Company, from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organizationState, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iiiii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of Trinity, each Loan Facility Party and the Marks Company dated the Closing Date and certifying (A) thatthat the certificate or articles of incorporation or other Organizational Documents, in as applicable, of Trinity, such Facility Party or the case of the U.S. Borrower and any Domestic GuarantorMarks Company, the Organization Documents of such Loan Party as applicable, have not been amended since the date of the last amendment thereto shown on the related certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (iii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents agreement of limited partnership, operating agreement or by-laws of Trinity, such Facility Party or the Marks Company, as applicable, as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such datebelow, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors (directors or equivalent other governing body) body of Trinity, such Loan Facility Party or the Marks Company, as applicable, authorizing the execution, delivery and performance of the Loan Transaction Documents to which it is to be a party and, in the case of the U.S. Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan DocumentTransaction Document or any other document delivered in connection herewith or therewith on behalf of Trinity, such Facility Party or the Marks Company; and (iviii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iiiii) above; and (iv) such other documents as the Agent or Xxxxx Xxxxx LLP, counsel for the Agent, may reasonably request.

Organization Documents. After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicable; (ii) a certificate as to the good standing (or comparable status) of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that, in the case of the U.S. Borrower and any Domestic Guarantor, the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents as in effect on the Closing Date and at all times since the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of the U.S. Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.

Organization Documents. After giving effect to the transactions contemplated hereby, Receipt by the Administrative Agent shall have received: (or its counsel) of (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicable; (ii) a certificate as to the good standing (or comparable status) of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party Party, dated as of the Closing Date Restatement Effective Date, and certifying (A) that, in the case of the U.S. Borrower and any Domestic Guarantor, that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents as in effect on the Closing Restatement Effective Date and at all times since the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such date, ; (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing bodybody or committee thereof) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents entered into on the Restatement Effective Date to which it is to be a party and, in the case of the U.S. Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of this Agreement and the Loan Documentsincurrence of the 2016 Incremental Facilities; and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.

Organization Documents. After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicable; (ii) a certificate as to the good standing (or comparable status) of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Secretary, Assistant Secretary Secretary, General Counsel or other applicable Responsible Officer of each Loan Party dated the Closing Amendment No. 2 Effective Date and certifying (A) that, in the case of the U.S. Borrower and any Domestic Guarantor, that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above (to the extent applicable in the relevant Loan Party’s jurisdiction) and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents as in effect on the Closing Amendment No. 2 Effective Date and at all times since the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the this Amendment, joinders to any Loan Documents to which it is Documents, and any other documents required to be a party executed by such Loan Party pursuant to this Section 5 (the “Amendment Documents”) and, in the case of the U.S. BorrowerBorrowers, the borrowings hereunderunder the Amended Credit Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Amendment Documents; and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Amendment Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary Secretary, or Assistant Secretary Secretary, General Counsel or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.

Organization Documents. After giving effect to the transactions contemplated herebyhereby (including the Acquisition), the Administrative Agent shall have received: received (i) a copy of the Organization Documentscertificate of incorporation, memorandum of association or articles of incorporation and all applicable, if any, certificates of incorporation on a change of name or certificates of re-registration or other formation documents, including all amendments thereto, of each Loan PartyParty (including the Target and each of its Subsidiaries that are not Excluded Subsidiaries (collectively, the “Raptor Guarantors”)) (other than any Foreign Subsidiary) as of the Amendment No. 1 Effective Date, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of the state of its respective jurisdiction organization, and a certificate as to or of organization compliance evidencing (to the extent applicablethe concept is applicable in such jurisdiction) the good standing of each such Loan Party as of a recent date, from such Secretary of State; (ii) a certificate as to of the good standing (secretary or comparable status) assistant secretary of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party Amendment No. 1 Effective Date dated the Closing Amendment No. 1 Effective Date and certifying (A) thatthat attached thereto is a true and complete copy of the by-laws (or similar governing documentation) of such Loan Party as in effect on the Amendment No. 1 Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or similar governing body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party (in the case of the U.S. Borrower and any Domestic GuarantorHPUI), the Organization borrowings hereunder (in the case of each such Loan Party), the granting of the Liens contemplated to be granted by it under the Collateral Documents and (in the case of each Guarantor) the Guaranteeing of the Secured Obligations as contemplated by this Amendment and the Amended Credit Agreement, joinders to any Loan Documents, and any other documents required to be executed by such Loan Party pursuant to this Section 4 (the “Amendment Documents”), and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) if applicable, that the certificate or articles of incorporation or other formation documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (iii) above or where a certificate of good standing is not applicable in its jurisdiction of incorporation that attach a true, up to date and remains in full force and effect; (B) that attached thereto is a true and complete correct copy of the Organization Documents as in effect on the Closing Date and at all times since the date certificate or articles of the resolutions described in clause (C) below incorporation or certifying that such Organization Documents have not been amended since such date, (C) that attached thereto is a true and complete copy other formation documents of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such each Loan Party authorizing the executionduly certified as being true, delivery up to date and performance of the Loan Documents to which it is to be a party and, in the case of the U.S. Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; correct and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Amendment Document or any other document delivered in connection herewith on behalf of such Loan DocumentParty; and (iviii) a certificate of another officer as to the incumbency and specimen signature of the Secretary secretary or Assistant Secretary assistant secretary (or other applicable Responsible Officer manager or director, if applicable) executing the certificate pursuant to clause (iiiii) above.

Organization Documents. After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable status) of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organizationState, as of a recent date; provided that (ii) a certificate as to the extent a certificate of good standing (or comparable status) is not of each Loan Party, as of a recent date, from the Secretary of State or other applicable in the authority of its respective jurisdiction of any Loan Party that is a Foreign Subsidiary, organization and from each other state in which such Loan Party shall provide an Officer’s Certificate in form and substance is qualified or is required to be qualified to do business except those states wherein the failure to be qualified to do business would not reasonably satisfactory be expected to the Administrative Agenthave a Material Adverse Effect; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that, in the case of the U.S. Borrower and any Domestic Guarantor, that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause CLAUSE (iiII) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents agreement of limited partnership, operating agreement or by-laws of such Loan Party, as applicable, as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause CLAUSE (C) below or certifying that such Organization Documents have not been amended since such datebelow, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors (directors or equivalent other governing body) body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of the U.S. BorrowerCompany, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause CLAUSE (iiiIII) above.

Organization Documents. After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: received (i) a copy of the Organization Documentscertificate of incorporation, memorandum of association or articles of incorporation and all applicable, if any, certificates of incorporation on a change of name or certificates of re-registration or other formation documents, including all amendments thereto, of each Loan PartyParty as of the Amendment No. 7 Effective Date, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of the state of its respective jurisdiction organization, and a certificate as to or of organization compliance evidencing (to the extent applicablethe concept is applicable in such jurisdiction) the good standing of each such Loan Party as of a recent date, from such Secretary of State; (ii) a certificate as to of the good standing (secretary or comparable status) assistant secretary of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party Amendment No. 7 Effective Date dated the Closing Amendment No. 7 Effective Date and certifying (A) thatthat attached thereto is a true and complete copy of the by-laws (or similar governing documentation) of such Loan Party as in effect on the Amendment No. 7 Effective Date and at all times since a date prior to the date of the resolutions described in sub-clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or similar governing body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party (in the case of the U.S. Borrower Borrower), the borrowings hereunder (in the case of each such Loan Party), the granting of the Liens contemplated to be granted by it under the Collateral Documents and (in the case of each Guarantor) the Guaranteeing of the Secured Obligations as contemplated by this Amendment and the Amended Credit Agreement, joinders to any Loan Documents, and any Domestic Guarantorother documents required to be executed by such Loan Party pursuant to this Section 4 (the “Amendment Documents”), and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) if applicable, that the Organization Documents certificate or articles of incorporation or other formation documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to sub-clause (i) above (in which case such certification will be delivered in lieu of the documentation requested pursuant to sub-clause (i) above and such certification is hereby deemed to satisfy the requirements of sub-clause (i) of this clause (f)) or comparable status from where a certificate of good standing is not applicable in its jurisdiction of organization furnished pursuant incorporation that attach a true, up to clause (ii) above date and remains in full force and effect; (B) that attached thereto is a true and complete correct copy of the Organization Documents as in effect on the Closing Date and at all times since the date certificate or articles of the resolutions described in clause (C) below incorporation or certifying that such Organization Documents have not been amended since such date, (C) that attached thereto is a true and complete copy other formation documents of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such each Loan Party authorizing the executionduly certified as being true, delivery up to date and performance of the Loan Documents to which it is to be a party and, in the case of the U.S. Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; correct and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Amendment Document or any other document delivered in connection herewith on behalf of such Loan DocumentParty; and (iviii) a certificate of another officer as to the incumbency and specimen signature of the Secretary secretary or Assistant Secretary assistant secretary (or other applicable Responsible Officer manager or director, if applicable) executing the certificate pursuant to clause (iiiii) above.

Organization Documents. After giving effect to the transactions contemplated herebyhereby (including the Celator Acquisition), the Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan PartyParty (including Celator and each of its Subsidiaries that are not Excluded Subsidiaries (collectively, the “Celator Guarantors”)), certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicable; (ii) a certificate as to the good standing (or comparable status) of each Loan Party (including each Celator Guarantor) from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party (including each Celator Guarantor) dated the Closing Amendment No. 1 Effective Date and certifying (A) that, in the case of the U.S. Borrower and any Domestic Guarantor, that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above (to the extent applicable in the relevant Loan Party’s jurisdiction) and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents as in effect on the Closing Amendment No. 1 Effective Date and at all times since the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the this Amendment, joinders to any Loan Documents to which it is Documents, and any other documents required to be a party executed by such Loan Party pursuant to this Section 5 (the “Amendment Documents”) and, in the case of the U.S. BorrowerBorrowers, the borrowings hereunderunder the Amended Credit Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Amendment Documents; and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Amendment Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.