Common use of Organizational Documents; Incumbency Clause in Contracts

Organizational Documents; Incumbency. Administrative Agent and Arrangers shall have received (i) a copy of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Third Restatement Date or a recent date prior thereto (or a certificate of a Responsible Officer certifying that the Organizational Documents previously delivered to Administrative Agent and Arranger on or about the Second Restatement Date or the Second Amendment and Restatement Joinder Date remain in full force and effect and unmodified as of the Third Restatement Date); (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the board of directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Third Restatement Date, including the Amendment Agreement, certified as of the Third Restatement Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a certificate of status, certificate of compliance or other certificate of good standing from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization, amalgamation or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Third Restatement Date; and (v) such other documents, including, without limitation, current international SRL licenses for the applicable Barbados Credit Parties, a negative certificate from the Luxembourg Trade and Companies Register with respect to the Luxembourg Guarantor, an excerpt from the Luxembourg Trade and Companies Register for the Luxembourg Guarantor and an excerpt from the applicable commercial register for the Swiss Guarantor as Administrative Agent and Arrangers may reasonably request.

Organizational Documents; Incumbency. The Administrative Agent and Arrangers shall have received (i) a certificate of an Authorized Officer of each Credit Party dated the Closing Date and certifying (I) to the effect that (A) attached thereto is a true and complete copy of each Organizational Document executed and delivered by each the certificate or articles of incorporation, organization or formation of such Credit Party, as applicable, and, to the extent applicable, Party certified as of a recent date by the appropriate governmental official, each dated the Third Restatement Date or a recent date prior thereto Secretary of State (or a certificate similar official) of a Responsible Officer the state of its incorporation, organization or formation, or in the alternative (other than in the case of the Borrower), certifying that such certificate or articles of incorporation, organization or formation have not been amended since the Organizational Documents previously delivered to Administrative Agent Prior Credit Agreement Date, and Arranger that the certificate or articles are in full force and effect, (B) attached thereto is a true and complete copy of the by-laws or operating agreements or equivalent documents of each Credit Party as in effect on the Closing Date, or about in the Second Restatement Date alternative (other than in the case of the Borrower), certifying that such by-laws or operating agreements or equivalent documents have not been amended since the Second Amendment Prior Credit Agreement Date, and Restatement Joinder Date remain that such by-laws or operating agreements or equivalent documents are in full force and effect and unmodified as of the Third Restatement Date); (iiC) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it attached thereto is a party; (iii) true and complete copy of resolutions of duly adopted by the board of directors directors, board of managers or similar governing body member, as the case may be, of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it such Credit Party is a party party, and that such resolutions have not been modified, rescinded or by which it or its assets may be bound as of the Third Restatement Dateamended, including the Amendment Agreement, certified as of the Third Restatement Date by its secretary or an assistant secretary as being and that such resolutions are in full force and effect without modification or amendmenteffect, and (II) as to the incumbency and specimen signature of each officer executing any Credit Document on behalf of any Credit Party and signed by another officer as to the incumbency and specimen signature of the Authorized Officer executing the certificate pursuant to this clause (b)(i); and (ivii) a certificate of status, certificate of compliance or other certificate of good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization, amalgamation organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do businessformation, each dated a recent date prior to the Third Restatement Closing Date; and (v) such other documents, including, without limitation, current international SRL licenses for the applicable Barbados Credit Parties, a negative certificate from the Luxembourg Trade and Companies Register with respect to the Luxembourg Guarantor, an excerpt from the Luxembourg Trade and Companies Register for the Luxembourg Guarantor and an excerpt from the applicable commercial register for the Swiss Guarantor as Administrative Agent and Arrangers may reasonably request.

Organizational Documents; Incumbency. Administrative Agent Agents and Arrangers shall have received received, in respect of each Credit Party, (i) a copy of each Organizational Document executed and delivered by each Credit Party, as applicableAdministrative Agents shall request, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Third Restatement Closing Date or a recent date prior thereto (or a certificate of a Responsible Officer certifying that by the Organizational Documents previously delivered to Administrative Agent and Arranger on or about the Second Restatement Date or the Second Amendment and Restatement Joinder Date remain in full force and effect and unmodified as of the Third Restatement Date)appropriate Governmental Authority; (ii) signature and incumbency certificates of the officers of such Person executing Credit Party (in respect of a Hungarian Guarantor, the Credit Documents to which it is signature and incumbency certificate of the chairman of the board of trustees and in respect of any Guarantor incorporated under the laws of the State of Qatar, the signature and incumbency certificate of a partymanager or applicable document issued by the commercial registry identifying individuals as managers or authorized signatories); (iii) resolutions of the board Board of directors Directors (or shareholders if required by applicable law or its constitutional documents) or similar governing body of each such Credit Party (in respect of any Hungarian Guarantor, the resolution of the board of trustees and the resolution of the founder of the Hungarian Guarantor) approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets 106 may be bound as of the Third Restatement Closing Date, including the Amendment Agreement, certified as of the Third Restatement Closing Date by a director, a manager, its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a certificate of status, certificate of compliance or other certificate of good standing certificate (or its equivalent, to the extent such concept is applicable in the relevant jurisdiction) from the applicable Governmental Authority of each such Credit Party’s jurisdiction of incorporation, organization, amalgamation or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated the Closing Date or a recent date prior to the Third Restatement Datethereto; and (v) signature and incumbency certificates of one or more officers of Borrower who are authorized to execute Funding Notices delivered under this Agreement, in substantially the form of Exhibit H (with such amendments or modifications as may be approved by Administrative Agents), and (vi) such other documents, including, without limitation, current international SRL licenses for the applicable Barbados Credit Parties, a negative certificate from the Luxembourg Trade and Companies Register with respect to the Luxembourg Guarantor, an excerpt from the Luxembourg Trade and Companies Register for the Luxembourg Guarantor and an excerpt from the applicable commercial register for the Swiss Guarantor documents as Administrative Agent Agents and Arrangers may reasonably requestrequest at least three (3) Business Days prior to the Closing Date. Arrangers shall have received an organizational structure chart in the form agreed upon among Borrower and Arrangers, acting reasonably, prior to the Closing Date, showing, as of the Closing Date (after giving pro forma effect to the transactions contemplated herein to occur on the Closing Date), each member of the Group and indicating whether a company is a Dormant Subsidiary or a Proposed Dormant Subsidiary.

Organizational Documents; Incumbency. The Administrative Agent and Arrangers shall have received (i) a copy sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Third Restatement Date or a recent date prior thereto (or a certificate of a Responsible Officer certifying that the Organizational Documents previously delivered to Administrative Agent and Arranger on or about the Second Restatement Date or the Second Amendment and Restatement Joinder Date remain in full force and effect and unmodified as of the Third Restatement Date)thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the board Board of directors Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and Agreement, the other Credit Documents and such Related Agreements as are executed and/or delivered in connection with the Third Wave Acquisition or otherwise on or about the Restatement Date to which it is a party or by which it or its assets may be bound as of the Third Restatement Date, including the Amendment Agreement, certified as of the Third Restatement Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a certificate of status, certificate of compliance or other certificate of good standing certificate from the applicable Governmental Authority (A) of each Credit Party’s jurisdiction of incorporation, organization, amalgamation organization or formation and (B) in each jurisdiction in which it such Credit Party is qualified as a foreign corporation or other entity to do businessbusiness the absence of which would reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, each dated a recent date prior to the Third Restatement Date; and (v) such other documents, including, without limitation, current international SRL licenses for the applicable Barbados Credit Parties, a negative certificate from the Luxembourg Trade and Companies Register with respect to the Luxembourg Guarantor, an excerpt from the Luxembourg Trade and Companies Register for the Luxembourg Guarantor and an excerpt from the applicable commercial register for the Swiss Guarantor documents as Administrative Agent and Arrangers may reasonably request; provided that, in lieu of delivery of each of the documents or certificates set forth in clauses (i), (ii) and (iii) of this Section 3.2(b), each applicable Credit Party may deliver a certificate executed by an Authorized Officer of such Credit Party certifying that, as of the Restatement Date, there have been no material amendments to those documents previously delivered to the Administrative Agent pursuant to Section 3.1(b) of the Existing Credit Agreement.

Organizational Documents; Incumbency. Administrative Agent and Arrangers shall have received (i) a copy of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Third Restatement Date or a recent date prior thereto (or a certificate of a Responsible Officer certifying that the Organizational Documents previously delivered to Administrative Agent and Arranger on or about the Second Restatement Date or the Second Amendment and Restatement Joinder Date remain in full force and effect and unmodified as of the Third Restatement Date); (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the board of directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Third Restatement Date, including the Amendment Agreement, certified as of the Third Restatement Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) CG&R Draft Last Saved: 02/0620/2013 14:3244 pm 10174795v19 a certificate of status, certificate of compliance or other certificate of good standing from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization, amalgamation or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Third Restatement Date; and (v) such other documents, including, without limitation, current international SRL licenses for the applicable Barbados Credit Parties, a negative certificate from the Luxembourg Trade and Companies Register with respect to the Luxembourg Guarantor, an excerpt from the Luxembourg Trade and Companies Register for the Luxembourg Guarantor and an excerpt from the applicable commercial register for the Swiss Guarantor as Administrative Agent and Arrangers may reasonably request.

Organizational Documents; Incumbency. Administrative Agent and Arrangers shall have received (i) (x) a certificate from an Authorized Officer of such Credit Party stating that there has been no amendment or other modification to such Organizational Documents since the First Amendment and Restatement Effective Date, to the extent such Credit Party was a party to the First Amended and Restated Credit Agreement on the First Amendment and Restatement Effective Date, and if such Credit Party was not a party to the First Amended and Restated Credit Agreement on the First Amendment and Restatement Effective Date, then since the date of the applicable Counterpart Agreement, as applicable, in each case dated the Amendment and Restatement Effective Date or a recent date prior thereto or (y) a copy of each Organizational Document executed and delivered by each of such Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Third Amendment and Restatement Effective Date or a recent date prior thereto (or a certificate of a Responsible Officer certifying that the Organizational Documents previously delivered to Administrative Agent and Arranger on or about the Second Restatement Date or the Second Amendment and Restatement Joinder Date remain in full force and effect and unmodified as of the Third Restatement Date)thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the board of directors or similar governing body of Holding, Company and each Credit Party Guarantor Subsidiary approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Third Amendment and Restatement Effective Date, including the Amendment Agreement, certified as of the Third Amendment and Restatement Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a certificate of status, certificate of compliance or other certificate of long form good standing certificate from the applicable Governmental Authority of each Credit Party’s the jurisdiction of incorporation, organization, amalgamation organization or formation of Holding, Company and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do businessGuarantor Subsidiary, each dated a recent date prior to the Third Amendment and Restatement Effective Date; . (c) Registrations and (v) such other documents, including, without limitation, current international SRL licenses for the applicable Barbados Credit Parties, a negative certificate from the Luxembourg Trade and Companies Register with respect to the Luxembourg Guarantor, an excerpt from the Luxembourg Trade and Companies Register for the Luxembourg Guarantor and an excerpt from the applicable commercial register for the Swiss Guarantor as Recordings. Administrative Agent shall be reasonably satisfied that the previously filed UCC financing statements and Arrangers may reasonably request.other filings and recordings -119- 105376510

Organizational Documents; Incumbency. Administrative Agent and Arrangers shall have received (i) a copy of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Third Restatement Date or a recent date prior thereto (or a certificate of a Responsible Officer certifying that the Organizational Documents previously delivered to Administrative Agent and Arranger on or about the Second Restatement Date or the Second Amendment and Restatement Joinder Date remain in full force and effect and unmodified as of the Third Restatement Date); (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the board of directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Third Restatement Date, including the Amendment Agreement, certified as of the Third Restatement Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a certificate of status, certificate of compliance or other certificate of good standing from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization, amalgamation or formation and in each jurisdiction in which it is qualified as a foreign corporation corpora- tion or other entity to do business, each dated a recent date prior to the Third Restatement Date; and (v) such other documents, including, without limitation, current international SRL licenses for the applicable Barbados Credit Parties, a negative certificate from the Luxembourg Trade and Companies Register with respect to the Luxembourg Guarantor, an excerpt from the Luxembourg Trade and Companies Register for the Luxembourg Guarantor and an excerpt from the applicable commercial register for the Swiss Guarantor as Administrative Agent and Arrangers may reasonably request.

Organizational Documents; Incumbency. Administrative Agent and Arrangers Arranger shall have received (i) a copy of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Third Restatement Date or a recent date prior thereto (or a certificate of a Responsible Officer certifying that the Organizational Documents previously delivered to Administrative Agent and Arranger on or about the Second Restatement Date or the Second Amendment and Restatement Joinder Original Closing Date remain in full force and effect and unmodified as of the Third Restatement Date); (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the board of directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Third Restatement Date, including the Amendment Agreement, certified as of the Third Restatement Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a certificate of status, certificate of compliance or other certificate of good standing from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization, amalgamation or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Third Restatement Date; and (v) such other documents, including, without limitation, current international SRL licenses for the applicable Barbados Credit Parties, a negative certificate from the Luxembourg Trade and Companies Register with respect to the Luxembourg Guarantor, an excerpt from the Luxembourg Trade and Companies Register for the Luxembourg Guarantor and an excerpt from the applicable commercial register for the Swiss Guarantor as Administrative Agent and Arrangers Arranger may reasonably request.

Organizational Documents; Incumbency. Administrative Agent and Arrangers shall have received (i) a copy of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Third Restatement Date or a recent date prior thereto (or a certificate of a Responsible Officer certifying that the Organizational Documents previously delivered to Administrative Agent and Arranger on or about the Second Restatement Date or the Second Amendment and Restatement Joinder Date remain in full force and effect and unmodified as of the Third Restatement Date); (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the board of directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Third Restatement Date, including the Amendment Agreement, certified as of the Third Restatement Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a certificate of status, certificate of compliance or other certificate of good standing from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization, amalgamation or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Third Restatement Date; and (v) such other documents, including, without limitation, current international SRL licenses for the applicable Barbados Credit Parties, a negative certificate from the Luxembourg Trade and Companies Register with respect to the Luxembourg Guarantor, an excerpt from the Luxembourg Trade and Companies Register for the Luxembourg Guarantor and an excerpt from the applicable commercial register for the Swiss Guarantor as Administrative Agent and Arrangers may reasonably request.- 91 -

Organizational Documents; Incumbency. Administrative Agent and Arrangers shall have received (i) a copy of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Third Restatement Date or a recent date prior thereto (or a certificate of a Responsible Officer certifying that the Organizational Documents previously delivered to Administrative Agent and Arranger on or about the Second Restatement Date or the Second First Amendment and Restatement Joinder Date remain in full force and effect and unmodified as of the Third Restatement Date); (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the board of directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Third Restatement Date, including the Amendment Agreement, certified as of the Third Restatement Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a certificate of status, certificate of compliance or other certificate of good standing from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization, amalgamation or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Third Restatement Date; and (v) such other documents, including, without limitation, current international SRL licenses for the applicable Barbados Credit Parties, a negative certificate from the Luxembourg Trade and Companies Register with respect to the Luxembourg Guarantor, an excerpt from the Luxembourg Trade and Companies Register for the Luxembourg Guarantor and an excerpt from the applicable commercial register for the Swiss Guarantor as Administrative Agent and Arrangers may reasonably request.