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 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a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; and (D) as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, 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 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 that, in the case of any Borrower and any 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 (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 dateDate, (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 Borrowersany 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, 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 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 that, in the case of the Borrower and any 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 (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 dateDate, (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 BorrowersBorrower, 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, 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 that, in the case of the 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 (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 BorrowersBorrower, 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, the The Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, Documents of each Loan Partythe Borrower, 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 the Borrower, 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 the Borrower dated the Closing Date and certifying (A) that the Organization Documents of such Loan Party the 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 CLAUSE (iii) above (to the extent applicable in the relevant Loan Party’s jurisdiction) and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents code of regulations of the 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 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 (or equivalent governing body) directors of such Loan Party the 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 Borrowers, 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 the Borrower; and (iviii) a certificate of another officer of the 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 CLAUSE (iiiii) above; and (iv) such other documents as the Administrative Agent or Mayer, Brown, Rowe & Maw, counsel for the Administrative Agent, may reasonably rxxxxst.

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 Agentapplicable; (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 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 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 by-laws, limited partnership agreement or operating agreement has not been amended since such dateamended, (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 BorrowersBorrower, 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 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 Facility Party, 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 Facility Party, 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 Facility Party dated the Closing Restatement Effective Date and certifying (A) that the Organization Documents Organizational Documents, as applicable, of such Loan Facility Party 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 (to the extent applicable in the relevant Loan Party’s jurisdiction) 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 Facility Party as in effect on the Closing Restatement Effective 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 Facility Party 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 BorrowersBorrower, 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 such Facility Party; 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 Squire Xxxxxx Xxxxx (US) LLP, counsel for the Agent, may reasonably request.

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 to the extent applicableorganization; (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 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 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 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 BorrowersBorrower, 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 (iii) above.

Organization Documents. After giving effect to the transactions contemplated hereby, the The Administrative Agent shall have received: received (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified certified, if applicable, as of a recent date by the Secretary of State or other applicable Governmental Authority of the state of its respective jurisdiction of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable statuscertificate under applicable law (where relevant) of each Loan Party as of a recent date, from such Secretary of State or other applicable similar Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing and (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 the Permanent Representative or an authorized signatory or a comparable officer under applicable Responsible Officer law of each Loan Party dated the Closing Date and certifying (where relevant) (A) 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 of such Loan Party 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 dateDate, (CB) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors or board of managers (or equivalent governing body) of such Loan Party or, with respect to the Lead Borrower, by its general partner, authorizing the execution, delivery and performance of the Loan Documents to which it such Person is to be a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are effect, (C) (save in respect of each Luxembourg Loan Party) that the only resolutions authorizing Organization Documents of such Loan Party have not been amended since the execution, delivery and performance date of the Loan Documents; and last amendment thereto shown on the certificate of good standing or comparable certificate under applicable law furnished pursuant to clause (i) above, (D) as to (if applicable) the incumbency and specimen signature of each Responsible Officer officer or manager or authorized signatory or Permanent Representative executing any Loan Document; Document on behalf of such Loan Party and (iv) a certificate of countersigned by another officer or manager as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other comparable officer under applicable Responsible Officer law executing the certificate pursuant to clause (iiiii) above, (E) if required by the articles of association or laws of the jurisdiction of its incorporation or organization of any Loan Party (if applicable) or in the context of any pledge of shares granted over the shares in the capital in any Loan Party, a copy of a resolution of the general meeting or a resolution in writing signed by all the holders of 129 the issued shares (if applicable) of that company, (F) if applicable, a copy of a resolution signed by the supervisory board of the relevant Loan Party, (G) if applicable, an unconditional positive advice from each relevant works' council including the request for advice and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.

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 Facility Party, 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 Facility Party, 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 Facility Party dated the Closing Date and certifying (A) that the Organization Documents Organizational Documents, as applicable, of such Loan Facility Party 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 (to the extent applicable in the relevant Loan Party’s jurisdiction) 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 Facility Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (C) below 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 Facility Party 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 BorrowersBorrower, 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 such Facility Party; 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 Squire Xxxxxx Xxxxx (US) LLP, counsel for the Agent, may reasonably request.

Organization Documents. After giving effect to the transactions contemplated hereby, the The Administrative Agent shall have received: received (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified certified, if applicable, as of a recent date by the Secretary of State or other applicable Governmental Authority of the state of its respective jurisdiction of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable statuscertificate under applicable law (where relevant) of each Loan Party as of a recent date, from such Secretary of State or other applicable similar Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing and (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 the Permanent Representative or an authorized signatory or a comparable officer under applicable Responsible Officer law of each Loan Party dated the Closing Date and certifying (where relevant) (A) 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 of such Loan Party 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 dateDate, (CB) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors or board of managers (or equivalent governing body) of such Loan Party or, with respect to the Lead Borrower, by its general partner, authorizing the execution, delivery and performance of the Loan Documents to which it such Person is to be a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are effect, (C) (save in respect of each Luxembourg Loan Party) that the only resolutions authorizing Organization Documents of such Loan Party have not been amended since the execution, delivery and performance date of the Loan Documents; and last amendment thereto shown on the certificate of good standing or comparable certificate under applicable law furnished pursuant to clause (i) above, (D) as to (if applicable) the incumbency and specimen signature of each Responsible Officer officer or manager or authorized signatory or Permanent Representative executing any Loan Document; Document on behalf of such Loan Party and (iv) a certificate of countersigned by another officer or manager as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other comparable officer under applicable Responsible Officer law executing the certificate pursuant to clause (iiiii) above, (E) if required by the articles of association of any Loan Party (if applicable) or in the context of any pledge of shares granted over the shares in the capital in any Loan Party, a copy of a resolution of the general meeting of that company, (F) if applicable, a copy of a resolution signed by the supervisory board of the relevant Loan Party, (G) if applicable, an unconditional positive advice from each relevant works’ council including the request for advice and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.

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 to the extent applicableorganization; (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 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 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 BorrowersBorrower, 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 (iii) above; and (v) such other corporate or other constitutive or organizational documents as the Administrative Agent, the Syndication Agent or Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel for the Administrative Agent, may reasonably request.

Organization Documents. After giving effect to the transactions contemplated hereby, the The Administrative Agent shall have received: received (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified certified, if applicable, as of a recent date by the Secretary of State or other applicable Governmental Authority of the state of its respective jurisdiction of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable statuscertificate under applicable law (where relevant) of each Loan Party as of a recent date, from such Secretary of State or other applicable similar Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing and (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 the Permanent Representative or an authorized signatory or a comparable officer under applicable Responsible Officer law of each Loan Party dated the Closing Date and certifying (where relevant) (A) 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 of such Loan Party 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 dateDate, (CB) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors or board of managers (or equivalent governing body) of such Loan Party or, with respect to the Lead Borrower, by its general partner, authorizing the execution, delivery and performance of the Loan Documents to which it such Person is to be a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are effect, (C) (save in respect of each Luxembourg Loan Party) that the only resolutions authorizing Organization Documents of such Loan Party have not been amended since the execution, delivery and performance date of the Loan Documents; and last amendment thereto shown on the certificate of good standing or comparable certificate under applicable law furnished pursuant to clause (i) above, (D) as to (if applicable) the incumbency and specimen signature of each Responsible Officer officer or manager or authorized signatory or Permanent Representative executing any Loan Document; Document on behalf of such Loan Party and (iv) a certificate of countersigned by another officer or manager as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other comparable officer under applicable Responsible Officer law executing the certificate pursuant to clause (iiiii) above., (E) if required by the articles of association or laws of the jurisdiction of its incorporation or organization of any Loan Party (if applicable) or in the context of any pledge of shares granted over the shares in the capital in any Loan Party, a copy of a resolution of the general meeting or a resolution in writing signed by all the holders of the issued shares (if applicable) of that company, (F) if applicable, a copy of a resolution signed by the supervisory board of the relevant Loan Party, (G) if applicable, an unconditional positive advice from each relevant works’ council including the request for advice and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization. 133

Organization Documents. After giving effect to the transactions contemplated herebyhereby as of the Closing Date, 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 that, in the case of the 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 (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 BorrowersBorrower, 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, the The Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, Documents of each Loan Partythe Borrower, 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 the Borrower, 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 the Borrower dated the Closing Amendment Effective Date and certifying (A) that the Organization Documents of such Loan Party the 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 (to the extent applicable in the relevant Loan Party’s jurisdiction) and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents code of regulations of the Borrower as in effect on the Closing Amendment Effective 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 (or equivalent governing body) directors of such Loan Party the 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 Borrowers, 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 the Borrower; and (iviii) a certificate of another officer of the 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, the Syndication Agent or Mayer, Brown, Xxxx & Maw LLP, counsel for the Agents, may reasonably request.

Organization Documents. After giving effect to the transactions contemplated hereby, The Lenders and 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 applicableorganization; (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 the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate from the Secretary of good standing or comparable status from State of its jurisdiction of organization furnished pursuant to clause (iii) above (to the extent applicable in the relevant Loan Party’s jurisdiction) 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 BorrowersBorrower, 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; and (v) such other corporate or other constitutive or organizational documents as the Lenders or counsel for the Lenders may reasonably request.