Common use of Closing Certificates Clause in Contracts

Closing Certificates. The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Credit Party as of a recent date, from such Secretary of State or similar governmental authority (or a certification from an Authorized Officer of each applicable Credit Party that attached is a true and complete copy of such certificate or articles of incorporation or organization, including all amendments thereto, as in effect on the Amendment Effective Date) and (ii) a certificate of an Authorized Officer of each Credit Party dated the Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Party as in effect on the Amendment Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (D) as to the incumbency and specimen signature of each officer executing any Credit Document on behalf of such Credit Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized Officer executing the certificate pursuant to clause (ii) above;

Closing Certificates. The Administrative Agent shall have received (ia) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Credit Loan Party as of a recent date, from such Secretary of State or similar governmental authority Governmental Authority (or a certification from an Authorized Officer of each applicable Credit Loan Party (other than the Borrower) that attached is a true and complete copy of such there have been no changes to the certificate or articles of incorporation or organization, including all amendments thereto, as in effect that were delivered to the Administrative Agent on the Amendment Effective Closing Date) and (iib) a certificate of an Authorized a Responsible Officer of each Credit Loan Party dated the Amendment No. 3 Effective Date and certifying (AI) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Loan Party as in effect on the Amendment No. 3 Effective Date (or a certification from each Loan Party (other than the Borrower) that there have been no changes to the by-laws or operating (or limited liability company) agreement, including all amendments thereto, that were delivered to the Administrative Agent on the Closing Date), (BII) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Loan Party authorizing the execution, delivery and performance of the Credit Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (DIII) as to the incumbency and specimen signature of each officer executing any Credit Loan Document on behalf of such Credit Loan Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized a Responsible Officer executing the certificate pursuant to clause (iib) above;

Closing Certificates. The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Credit Loan Party as of a recent date, from such Secretary of State or similar governmental authority (Governmental Authority or a certification from an Authorized Officer of each applicable Credit Loan Party that attached is a true and complete copy of such there have been no changes to the certificate or articles of incorporation or organization, including all amendments thereto, as in effect thereto that were delivered to the Administrative Agent on the Amendment No. 1 Effective Date) Date and (ii) a certificate of an Authorized a Responsible Officer of each Credit Loan Party dated the Amendment No. 3 Effective Date and certifying (A) that (i) attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Loan Party as in effect on the Amendment No. 3 Effective Date or (ii) there have been no changes to the by-laws or operating (or limited liability company) agreement of such Loan Party that were delivered to the Administrative Agent on the Amendment No. 1 Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Loan Party authorizing the execution, delivery and performance of the Credit Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Credit Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (D) as to the incumbency and specimen signature of each officer executing any Credit Loan Document on behalf of such Credit Loan Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized a Responsible Officer executing the certificate pursuant to clause (ii) above;

Closing Certificates. The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Credit Party as of a recent date, from such Secretary of State or similar governmental authority (or a certification from an Authorized Officer of each applicable Credit Party that attached is a true and complete copy of such certificate or articles of incorporation or organization, including all amendments thereto, as in effect on the Repricing Amendment Effective Date) and (ii) a certificate of an Authorized Officer of each Credit Party dated the Repricing Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Party as in effect on the Repricing Amendment Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (D) as to the incumbency and specimen signature of each officer executing any Credit Document on behalf of such Credit Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized Officer executing the certificate pursuant to clause (ii) above;

Closing Certificates. The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Credit Loan Party as of a recent date, from such Secretary of State or similar governmental authority (Governmental Authority or a certification from an Authorized Officer of each applicable Credit Loan Party that attached is a true and complete copy of such there have been no changes to the certificate or articles of incorporation or organization, including all amendments thereto, as in effect thereto that were delivered to the Administrative Agent on the Amendment No. 3 Effective Date) Date and (ii) a certificate of an Authorized a Responsible Officer of each Credit Loan Party dated the Amendment No. 4 Effective Date and certifying (A) that (i) attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Loan Party as in effect on the Amendment No. 4 Effective Date or (ii) there have been no changes to the by-laws or operating (or limited liability company) agreement of such Loan Party that were delivered to the Administrative Agent on the Amendment No. 3 Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Loan Party authorizing the execution, delivery and performance of the Credit Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Credit Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (D) as to the incumbency and specimen signature of each officer executing any Credit Loan Document on behalf of such Credit Loan Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized a Responsible Officer executing the certificate pursuant to clause (ii) above;

Closing Certificates. The Administrative Agent shall have received (i) a copy certificate of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Credit Party as of a recent date, from such Secretary of State or similar governmental authority (or a certification from an Authorized Responsible Officer of each applicable Credit Party that attached is a true and complete copy of such certificate or articles of incorporation or organization, including all amendments thereto, as in effect on the Amendment Effective Date) and (ii) a certificate of an Authorized Officer of each Credit Loan Party dated the Amendment No. 4 Effective Date and certifying certifying: (1) (A) that attached thereto is a true and complete copy of the by-laws certificate or operating articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, certified as of a recent date by the Secretary of State (or other similar official or Governmental Authority) of the jurisdiction of its organization or by the Secretary or Assistant Secretary or similar officer of such Loan Party or other person duly authorized by the constituent documents of such Loan Party or (B) that no amendment to the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, has been filed with the Secretary of State (or other similar official or Governmental Authority) of the jurisdiction of its organization since the foregoing was last provided to the Administrative Agent, (2) (A) that attached thereto is a true and complete copy of the bylaws (or partnership agreement, limited liability companycompany agreement or other equivalent constituent and governing documents) agreement of such Credit Loan Party as in effect on the Amendment No. 4 Effective Date, Date and at all times since a date prior to the date of the resolutions described in the following clause (3) or (B) that no amendment to the bylaws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party has been made since the foregoing was last provided to the Administrative Agent, (3) that attached thereto is a true and complete copy of resolutions duly adopted by the board Board of directors Directors (or equivalent governing body) of such Credit Party Loan Party, authorizing the execution, delivery and performance by such Loan Party of the Credit Documents to which such Person is a party this Amendment and, in the case of the Borrower, the borrowings hereunder, and the execution, delivery and performance of each of the other Loan Documents required hereby and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Credit Party have not been amended since the date of the last amendment thereto shown effect on the certificate of good standing furnished pursuant to clause Amendment No. 4 Effective Date, and (i4) above (or otherwise certifying as set forth in clause (i) above), and (DA) as to the incumbency and specimen signature of each officer or authorized signatory executing this Amendment or any Credit other Loan Document delivered in connection herewith on behalf of such Credit Loan Party and countersigned by another officer as or (B) that no change to the incumbency and specimen signature signatures of an Authorized Officer executing such Loan Party has been made since the certificate pursuant foregoing was last provided to clause (ii) abovethe Administrative Agent;

Closing Certificates. The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Credit Party as of a recent date, from such Secretary of State or similar governmental authority Governmental Authority (or a certification from an Authorized Officer of each applicable Credit Party that attached is a true and complete copy of such certificate or articles of incorporation or organization, including all amendments thereto, as in effect on the 2018 October Amendment Effective Date) and (ii) a certificate of an Authorized Officer of each Credit Party dated the 2018 October Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Party as in effect on the 2018 October Amendment Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents to which such Person is a party and, (and in the case of the Borrower, the borrowings hereunder), and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (D) as to the incumbency and specimen signature of each officer executing any Credit Document on behalf of such Credit Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized Officer executing the certificate pursuant to clause (ii) above;

Closing Certificates. The Administrative Agent shall have received (ia) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Credit Loan Party as of a recent date, from such Secretary of State or similar governmental authority Governmental Authority (or a certification from an Authorized Officer of each applicable Credit Party the Borrower that attached is a true and complete copy of such there have been no changes to the certificate or articles of incorporation or organization, including all amendments thereto, as in effect that were delivered to the Administrative Agent on or after the Amendment Effective Closing Date) and (iib) a certificate of an Authorized a Responsible Officer of each Credit Loan Party dated the Amendment No. 5 Effective Date and certifying (AI) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Loan Party as in effect on the Amendment No. 5 Effective Date (or a certification from the Borrower that there have been no changes to the by-laws or operating (or limited liability company) agreement, including all amendments thereto, that were delivered to the Administrative Agent on or after the Closing Date), (BII) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Loan Party authorizing the execution, delivery and performance of the Credit Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (DIII) as to the incumbency and specimen signature of each officer executing any Credit Loan Document on behalf of such Credit Loan Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized a Responsible Officer executing the certificate pursuant to clause (iib) above;

Closing Certificates. The Administrative Agent shall have received (i) (A) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, organization and (B) a certificate as to the good standing (where relevant) of each Credit Loan Party as of a recent date, from such Secretary of State or similar governmental authority (or a certification from an Authorized Officer of each applicable Credit Party that attached is a true and complete copy of such certificate or articles of incorporation or organization, including all amendments thereto, as in effect on the Amendment Effective Date) Governmental Authority and (ii) a certificate of an Authorized a Responsible Officer of each Credit Loan Party dated the Amendment No. 7 Effective Date and certifying (A) that (I) attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Loan Party as in effect on the Amendment No. 7 Effective Date or (II) there have been no changes to the by-laws or operating (or limited liability company) agreement of such Loan Party that were delivered to the Administrative Agent on the Amendment No. 4 Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Loan Party authorizing the execution, delivery and performance of the Credit Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that there have been no changes to the certificate or articles of incorporation or organization of such Credit Loan Party have not been amended since the date of the last amendment thereto thereto, shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (ii)(B) above), and (D) as to the incumbency and specimen signature of each officer executing any Credit Loan Document on behalf of such Credit Loan Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized a Responsible Officer executing the certificate pursuant to clause (ii) above;; and

Closing Certificates. The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments amend- ments thereto, of each Credit Party, certified, if applicable, as of a recent date by the Secretary Sec- retary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Credit Party as of a recent date, from such Secretary of State or similar governmental authority Governmental Authority (or a certification from an Authorized Officer of each applicable Credit Party that attached is a true and complete copy of such there have been no changes to the certificate or articles of incorporation or organization, including all amendments thereto, as in effect that were delivered to the Administrative Agent on the Amendment Effective Closing Date) and (ii) a certificate of an Authorized Officer of each Credit Party dated the Amendment No. 1 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Party as in effect on the Amendment No. 1 Effective Date (or a certification from each Credit Party that there have been no changes to the by-laws or operating (or limited liability company) agreement, including all amendments thereto, that were deliv- ered to the Administrative Agent on the Closing Date, ) and (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent equiva- lent governing body) of such Credit Party authorizing the execution, delivery and performance per- formance of the Credit Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (D) as to the incumbency and specimen signature of each officer executing any Credit Document on behalf of such Credit Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized Officer executing the certificate pursuant to clause (ii) above;

Closing Certificates. The Administrative Agent shall have received (i) a copy certificate of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Credit Party as of a recent date, from such Secretary of State or similar governmental authority (or a certification from an Authorized Responsible Officer of each applicable Credit Party that attached is a true and complete copy of such certificate or articles of incorporation or organization, including all amendments thereto, as in effect on the Amendment Effective Date) and (ii) a certificate of an Authorized Officer of each Credit Loan Party dated the Amendment No. 1 Effective Date and certifying certifying: (1) (A) that attached thereto is a true and complete copy of the by-laws certificate or operating articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, certified as of a recent date by the Secretary of State (or other similar official or Governmental Authority) of the jurisdiction of its organization or by the Secretary or Assistant Secretary or similar officer of such Loan Party or other person duly authorized by the constituent documents of such Loan Party or (B) that no amendment to the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, has been filed with the Secretary of State (or other similar official or Governmental Authority) of the jurisdiction of its organization since the foregoing was last provided to the Administrative Agent, (2) (A) that attached thereto is a true and complete copy of the bylaws (or partnership agreement, limited liability companycompany agreement or other equivalent constituent and governing documents) agreement of such Credit Loan Party as in effect on the Amendment No. 1 Effective Date, Date and at all times since a date prior to the date of the resolutions described in the following clause (3) or (B) that no amendment to the bylaws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party has been made since the foregoing was last provided to the Administrative Agent, (3) that attached thereto is a true and complete copy of resolutions duly adopted by the board Board of directors Directors (or equivalent governing body) of such Credit Party Loan Party, authorizing the execution, delivery and performance by such Loan Party of the Credit Documents to which such Person is a party this Amendment and, in the case of the Borrower, the borrowings hereunder, and the execution, delivery and performance of each of the other Loan Documents required hereby and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Credit Party have not been amended since the date of the last amendment thereto shown effect on the certificate of good standing furnished pursuant to clause Amendment No. 1 Effective Date, and (i4) above (or otherwise certifying as set forth in clause (i) above), and (DA) as to the incumbency and specimen signature of each officer or authorized signatory executing this Amendment or any Credit other Loan Document delivered in connection herewith on behalf of such Credit Loan Party and countersigned by another officer as or (B) that no change to the incumbency and specimen signature signatures of an Authorized Officer executing such Loan Party has been made since the certificate pursuant foregoing was last provided to clause (ii) above;the Administrative Agent; and

Closing Certificates. The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Credit Loan Party as of a recent date, from such Secretary of State or similar governmental authority Governmental Authority (or a certification from an Authorized Officer of each applicable Credit Loan Party that attached is a true and complete copy of such there have been no changes to the certificate or articles of incorporation or organization, including all amendments thereto, as in effect that were delivered to the Administrative Agent on the Amendment Effective Closing Date) and (ii) a certificate of an Authorized a Responsible Officer of each Credit Loan Party dated the Amendment No. 1 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Loan Party as in effect on the Amendment No. 1 Effective Date (or a certification from each Loan Party that there have been no changes to the by-laws or operating (or limited liability company) agreement, including all amendments thereto, that were delivered to the Administrative Agent on the Closing Date), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Loan Party authorizing the execution, delivery and performance of the Credit Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) that the certificate or articles of incorporation or organization of such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (D) as to the incumbency and specimen signature of each officer executing any Credit Loan Document on behalf of such Credit Loan Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized a Responsible Officer executing the certificate pursuant to clause (ii) above;.

Closing Certificates. The Administrative Agent shall have received (i) (A) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, organization and (B) a certificate as to the good standing (where relevant) of each Credit Loan Party as of a recent date, from such Secretary of State or similar governmental authority (or a certification from an Authorized Officer of each applicable Credit Party that attached is a true and complete copy of such certificate or articles of incorporation or organization, including all amendments thereto, as in effect on the Amendment Effective Date) Governmental Authority and (ii) a certificate of an Authorized a Responsible Officer of each Credit Loan Party dated the Amendment No. 8 Effective Date and certifying (A) that (I) attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Loan Party as in effect on the Amendment No. 8 Effective Date or (II) there have been no changes to the by-laws or operating (or limited liability company) agreement of such Loan Party that were delivered to the Administrative Agent prior to the Amendment No. 8 Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Loan Party authorizing the execution, delivery and performance of the Credit Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that there have been no changes to the certificate or articles of incorporation or organization of such Credit Loan Party have not been amended since the date of the last amendment thereto thereto, shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (ii)(B) above), and (D) as to the incumbency and specimen signature of each officer executing any Credit Loan Document on behalf of such Credit Loan Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized a Responsible Officer executing the certificate pursuant to clause (ii) above;

Closing Certificates. The Administrative Agent shall have received (ia) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Credit Loan Party as of a recent date, from such Secretary of State or similar governmental authority Governmental Authority (or a certification from an Authorized Officer of each applicable Credit Loan Party (other than the Borrower) that attached is a true and complete copy of such there have been no changes to the certificate or articles of incorporation or organization, including all amendments thereto, as in effect that were delivered to the Administrative Agent on or after the Amendment Effective Closing Date) and (iib) a certificate of an Authorized a Responsible Officer of each Credit Loan Party dated the Amendment No. 2 Effective Date and certifying (AI) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Loan Party as in effect on the Amendment No. 2 Effective Date (or a certification from each Loan Party (other than the Borrower) that there have been no changes to the by-laws or operating (or limited liability company) agreement, including all amendments thereto, that were delivered to the Administrative Agent on or after the Closing Date), (BII) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Loan Party authorizing the execution, delivery and performance of the Credit Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (DIII) as to the incumbency and specimen signature of each officer executing any Credit Loan Document on behalf of such Credit Loan Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized a Responsible Officer executing the certificate pursuant to clause (iib) above;

Closing Certificates. The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Credit Party as of a recent date, from such Secretary of State or similar governmental authority (or a certification from an Authorized Officer of each applicable Credit Party that (1) attached is a true and complete copy of such certificate or articles of incorporation or organization, including all amendments thereto, as in effect on the Amendment No. 1 Effective Date or (2) there have been no changes to the certificate or articles of incorporation or organization, including all amendments thereto, that were delivered to the Administrative Agent on the Closing Date) and (ii) a certificate of an Authorized Officer of each Credit Party dated the Amendment No. 1 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Party as in effect on the Amendment No. 1 Effective Date (or a certification from each Credit Party that there have been no changes to the by-laws or operating (or limited liability company) agreement, including all amendments thereto, that were delivered to the Administrative Agent on the Closing Date, ) and (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (D) as to the incumbency and specimen signature of each officer executing any Credit Document on behalf of such Credit Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized Officer executing the certificate pursuant to clause (ii) above;

Closing Certificates. The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Credit Loan Party as of a recent date, from such Secretary of State or similar governmental authority (Governmental Authority or a certification from an Authorized Officer of each applicable Credit Loan Party that attached is a true and complete copy of such there have been no changes to the certificate or articles of incorporation or organization, including all amendments thereto, as in effect thereto that were delivered to the Administrative Agent on the Amendment No. 4 Effective Date) Date and (ii) a certificate of an Authorized a Responsible Officer of each Credit Loan Party dated the Amendment No. 5 Effective Date and certifying (A) that (i) attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Loan Party as in effect on the Amendment No. 5 Effective Date or (ii) there have been no changes to the by-laws or operating (or limited liability company) agreement of such Loan Party that were delivered to the Administrative Agent on the Amendment No. 4 Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Loan Party authorizing the execution, delivery and performance of the Credit Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Credit Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (D) as to the incumbency and specimen signature of each officer executing any Credit Loan Document on behalf of such Credit Loan Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized a Responsible Officer executing the certificate pursuant to clause (ii) above;

Closing Certificates. The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Credit Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Credit Loan Party as of a recent date, from such Secretary of State or similar governmental authority Governmental Authority (or a certification from an Authorized Officer of each applicable Credit Party the Borrower that attached is a true and complete copy of such there have been no changes to the certificate or articles of incorporation or organization, including all amendments thereto, as in effect that were delivered to the Administrative Agent on or after the Amendment Effective Closing Date) and (ii) a certificate of an Authorized a Responsible Officer of each Credit Loan Party dated the Amendment No. 6 Effective Date and certifying (Ax) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Credit Loan Party as in effect on the Amendment No. 6 Effective Date (or a certification from the Borrower that there have been no changes to the by-laws or operating (or limited liability company) agreement, including all amendments thereto, that were delivered to the Administrative Agent on or after the Closing Date), (By) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Loan Party authorizing the execution, delivery and performance of the Credit Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (Dz) as to the incumbency and specimen signature of each officer executing any Credit Loan Document on behalf of such Credit Loan Party and countersigned by another officer as to the incumbency and specimen signature of an Authorized a Responsible Officer executing the certificate pursuant to clause (ii) above;

Closing Certificates. The Administrative Agent shall have received for each Loan Party a certificate (iA) a copy of certifying that the certificate or articles of incorporation or organizationother organizational documents, including all amendments theretoas applicable, of each Credit PartyLoan Party that were delivered on the Closing Date (or later date, certifiedas applicable) remain true and complete as of the Third Amendment Effective Date (or certified updates as applicable), if (B) certifying that the bylaws, operating agreements or partnership agreements of each Loan Party that were delivered on the Closing Date (or later date, as applicable) remain true and correct and in force and effect as of the Third Amendment Effective Date (or certified updates as applicable), (C) attaching copies of the resolutions of the board of directors or comparable managing body of each Loan Party approving and adopting this Third Amendment, the transactions contemplated herein and authorizing execution and delivery hereof, and certifying such resolutions to be true and correct and in force and effect as of the Third Amendment Effective Date, (D) attaching certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the Secretary of State appropriate Governmental Authorities of the state of its organization, and a certificate as to the good standing (where relevant) of each Credit Party as of a recent date, from such Secretary of State or similar governmental authority (or a certification from an Authorized Officer of each applicable Credit Party that attached is a true and complete copy of such certificate or articles of incorporation or organization, including all amendments theretoand (E) certifying that each officer listed in the incumbency certification contained in each Loan Party’s secretary’s certificate, delivered on the Closing Date (or later date, as in effect on the Amendment Effective Dateapplicable) remains a duly elected and (ii) a certificate of an Authorized Officer of each Credit Party dated the Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement qualified officer of such Credit Loan Party as in effect on the Amendment Effective Date, (B) that attached thereto is a true and complete copy of resolutions such officer remains duly adopted by the board of directors (or equivalent governing body) of such Credit Party authorizing the execution, delivery authorized to execute and performance of the Credit Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (or otherwise certifying as set forth in clause (i) above), and (D) as to the incumbency and specimen signature of each officer executing any Credit Document deliver on behalf of such Credit Loan Party and countersigned by another the Third Amendment or attaching a new incumbency certificate for each officer as to the incumbency and specimen signature of an Authorized Officer executing the certificate pursuant to clause (ii) above;signing this Third Amendment.