Common use of Closing Certificates Clause in Contracts

Closing Certificates. The Administrative Agent and the Syndication Agent shall have received (i) a copy of the certificate of incorporation, including all amendments thereto, of the Borrower and each Guarantor, each certified by the relevant authority of the jurisdiction of organization, and a certificate as to the good standing of the Borrower and each Guarantor as of a recent date, from such relevant authority; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower and each Guarantor, each dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of the Borrower or the relevant Guarantor, 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 (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower or the relevant Guarantor, as applicable, authorizing the execution, delivery and performance of this Agreement and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation of the Borrower or the relevant Guarantor, as applicable, has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of the Borrower or the relevant Guarantor, as applicable; (iii) a certificate of another officer of the Borrower or the relevant Guarantor, as applicable, as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Administrative Agent and the Syndication Agent, may reasonably request.

Closing Certificates. The Administrative Agent and the Syndication Agent (or its counsel) shall have received (i) a copy certificate of a Responsible Officer of the certificate of incorporation, including all amendments thereto, Company certifying satisfaction of the Borrower conditions set forth in clauses (e) and each Guarantor(h) of this Section 5.2, each certified by the relevant authority of the jurisdiction of organization, and a certificate as to the good standing of the Borrower and each Guarantor as of a recent date, from such relevant authority; (ii) a certificate of the Secretary or Assistant Secretary a Responsible Officer of the Borrower and each GuarantorCompany, each dated certifying that not later than one Business Day following the Closing Date the Merger, the Contribution, the Spinco Cash Distribution and certifying the Distribution are expected to be consummated in all material respects in accordance with the terms of the Merger Agreement and the Separation and Distribution Agreement, as applicable, without giving effect to any modifications, consents, amendments or waivers thereto by Neogen that in each case are materially adverse to the interests of the Lenders or the Arrangers, in their capacities as such (Ain each case, it being understood and agreed that any change in the definition of “SpinCo Material Adverse Effect” in the Merger Agreement shall be deemed to be materially adverse to the Lenders and the Arrangers, in their capacities as such), unless the Arrangers shall have provided their written consent thereto (such consent not to be unreasonably withheld, conditioned or delayed) and (iii) a certificate of the Company, dated as of the Closing Date executed by a secretary, assistant secretary or other senior officer (as the case may be) thereof, which shall (A)(1) certify that attached thereto is a true and complete copy of the by-laws resolutions or written consents of its board of directors authorizing the Borrower or entry into the relevant Guarantor, as applicable, as in effect on the Closing Date and at all times since a date prior Loan Documents to the date of the resolutions described in clause (B) below, (B) that attached thereto which it is a true party and complete copy of resolutions duly adopted by the Board of Directors of the Borrower or the relevant Guarantor, as applicable, authorizing the execution, delivery and performance of this Agreement and, in the case of the Borrower, the borrowings hereunderBorrowings, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (C2) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of the Company authorized to sign the Loan Documents to which it is a party on the Closing Date, (3) certify that attached thereto is a true and complete copy of the certificate or articles of incorporation (or other equivalent thereof) of the Borrower or Company certified by the relevant Guarantor, as applicable, has not been amended since the date authority of the last amendment thereto shown on jurisdiction of organization of the Company and a true and correct copy of its by-laws and (4) attach certificate of good standing furnished as of a recent date from the Company’s jurisdiction of incorporation, or (B) certify that there have been no changes to the certificate provided pursuant to clause (iSection 5.1(e) above, and (D) as to such certificate remains true, correct and complete on the incumbency Closing Date and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of the Borrower or the relevant Guarantor, as applicable; (iii) attach a certificate of another officer good standing as of a recent date from the Borrower or the relevant Guarantor, as applicable, as to the incumbency and specimen signature Company’s jurisdiction of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Administrative Agent and the Syndication Agent, may reasonably requestincorporation.

Closing Certificates. The Administrative Agent and the Syndication Agent shall have received (i) a copy of the certificate of incorporation, including all amendments thereto, of the Borrower and each GuarantorBorrower, each certified by the relevant authority of the jurisdiction of organization, and a certificate as to the good standing of the Borrower and each Guarantor as of a recent date, from such relevant authority; (ii) a copy of the memorandum and articles of association, including all amendments thereto, of the UK Borrower; (iii) a certificate of the Secretary or Assistant Secretary of each of the Borrower and each Guarantorthe UK Borrower, each dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or similar organizational document of the Borrower or the relevant GuarantorUK Borrower, 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 (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower or the relevant GuarantorUK Borrower, as applicable, authorizing the execution, delivery and performance of this Agreement and, in the case of the Borrower, and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) in the case of the Borrower, that the certificate of incorporation of the Borrower or the relevant Guarantor, as applicable, has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, (D) in the case of the UK Borrower, that the memorandum and articles of association have not been amended since the date of the last amendment attached to such certificate, and (DE) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of the Borrower or the relevant GuarantorUK Borrower, as applicable; and (iiiiv) a certificate of another officer of the Borrower or the relevant GuarantorUK Borrower, as applicable, as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (iiiii) above; and (iv) such other documents as the Lenders or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Administrative Agent and the Syndication Agent, may reasonably request.

Closing Certificates. The Administrative Agent and the Syndication Agent Lender shall have received (i) a copy of the certificate of incorporation, including all amendments thereto, of the Borrower and each Guarantor, each certified by the relevant authority of the jurisdiction of organization, and a certificate as to the good standing of the Borrower and each Guarantor as of a recent date, from such relevant authority; (ii) a certificate of the Secretary or Assistant Secretary a duly authorized officer of Borrower, dated as of the Borrower and each Guarantordate hereof, each dated the Closing Date and certifying (A) that attached thereto is a true true, complete and complete correct copy of (i) the by-laws organizational documents of Borrower (including the Borrower certificate of formation, operating agreement, and certificate of good standing of Borrower) and (ii) resolutions or the relevant Guarantor, 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 (B) below, (B) that attached thereto is a true and complete copy of resolutions consents duly adopted by the Board of Directors or partners or members of the Borrower or the relevant Guarantor, as applicable, authorizing the execution, delivery and performance of this Agreement and, in the case of the BorrowerLoan Agreement, the Note and the other Loan Documents to which it is a party, and the borrowings contemplated hereunder, and that such resolutions or consents have not been amended, modified, rescinded revoked or amended and are in full force and effect, (C) that the certificate of incorporation of the Borrower or the relevant Guarantor, as applicable, has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) aboverescinded, and (DB) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith Loan Documents on behalf of Borrower, and such certificate and the Borrower or the relevant Guarantor, as applicable; (iii) resolutions attached thereto shall be in form and substance reasonably satisfactory to Lender. Lender shall have received a certificate of another a duly authorized officer of the Borrower or the relevant Guarantor, dated as applicable, as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing date hereof, certifying that attached thereto is a true, complete and correct copy of the organizational documents of Guarantor (including the certificate pursuant to (iiof formation, operating agreement, and certificate of good standing of Guarantor) above; and (iv) resolutions or consents duly adopted by such other documents as the Lenders Board of Directors or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for partners or members of each of Guarantor authorizing the Administrative Agent formation of Borrower and the Syndication Agentexecution, may delivery and performance of this Loan Agreement, the Note and the other Loan Documents by Borrower, and the borrowings contemplated hereunder, and that such organizational documents and resolutions or consents have not been amended, modified, revoked or rescinded, and such certificate, organizational documents, and the resolutions attached thereto shall be in form and substance reasonably requestsatisfactory to Lender.

Closing Certificates. The Subject to Section 5.17, the Administrative Agent and the Syndication Agent shall have received (i) a copy one or more certificates of the certificate of incorporationSecretary, including all amendments theretoAssistant Secretary, of the Borrower and each Guarantor, each certified by the relevant authority of the jurisdiction of organization, and a certificate as or such other duly authorized officer or director reasonably acceptable to the good standing Administrative Agent of the Borrower and each Guarantor as of a recent date, from such relevant authority; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower and each Guarantor, each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the Constituent Documents of such Loan Party and, in the case of such certificate of Holdings, Charleston Center, (B) that attached thereto is a true and complete copy of the operating agreement or by-laws (or comparable documents, if any) of such Loan Party and, in the case of Holdings, that the copy of the Borrower or operating agreement of Charleston Center provided to the relevant GuarantorAdministrative Agent on the Closing Date is a true and complete copy, as applicable, in each case as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (BC) belowbelow (if applicable), (BC) that attached thereto is a true and complete copy of resolutions duly and unanimously adopted by the Board board of Directors directors, board of the Borrower managers or the relevant Guarantorcomparable internal authority of such Loan Party (or a true and correct copy of an unanimous shareholder declaration in respect of such Loan Party, as applicable, together with a shareholders resolution of such Loan Party) authorizing (1) the execution, delivery and performance of this Agreement andthe Loan Documents to which such person is a party, (2) any applicable borrowings and other extensions of credit contemplated hereunder, (3) the granting of the Liens contemplated to be granted by it under the applicable Security Documents, (4) in the case of the Borrowereach Guarantor, the borrowings hereunderGuaranteeing of the Obligations as contemplated by the applicable Security Documents, and (5) any pledge of Equity Interests comprising part of the Collateral, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation of the Borrower or the relevant Guarantorand, as applicableto any Italian Subsidiary, has not been amended since that such resolutions are duly recorded in the date corporate books of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) abovesuch Italian Subsidiary, and (D) as to the incumbency and specimen signature of each officer or director executing this Agreement any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, (E) as to each Loan Party that is a UK Subsidiary or a Subsidiary incorporated under the Borrower laws of Hong Kong, that the guaranteeing or the relevant Guarantorsecuring, as applicable, of the total amount of the Facilities would not cause any guarantee, security or similar limit binding on it to be exceeded, and (F) as to any Loan Party that is an Italian Subsidiary, that attached thereto is a certificate of registration (certificato di vigenza) from the relevant companies register in Italy dated earlier than the Closing Date by no more than five Business Days, confirming that no insolvency or similar procedures are pending in relation to such Loan Party; (iiiii) a certificate of another officer of the Borrower or the relevant Guarantor, as applicable, as to the incumbency and specimen signature of the Secretary or Assistant Secretary person executing the certificate pursuant to (iii) above; and (iviii) such if not set forth in the relevant Borrowing Request, a certificate, dated the Closing Date and signed by a Responsible Officer of Holdings, on behalf of itself and each other documents as Loan Party, confirming compliance with the Lenders or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇conditions precedent set forth in paragraphs (b), counsel for the Administrative Agent (c) and the Syndication Agent, may reasonably request(d) of Section 4.01.

Closing Certificates. The Administrative Agent and Each of the Syndication Agent following certificates shall have received been executed and/or delivered to the Sellers' Representative, as the case may be, by the Person who or which is the subject thereof: (i) a copy of the certificate of incorporation, including all amendments thereto, of the Borrower and each Guarantor, each certified by the relevant authority of the jurisdiction of organization, and a certificate as to the good standing of the Borrower and each Guarantor as of a recent date, from such relevant authority; (ii) a certificate of the Secretary President or Assistant Secretary of the Borrower Parent and each GuarantorAcquisition Sub, each dated as of the Closing Date and Date, certifying (A) that attached thereto is a true and complete copy copies of the by-laws Fundamental Documents of the Borrower or the relevant Guarantor, as applicable, Parent and Acquisition Sub as in effect on the Closing Date and at all times since a date prior are attached thereto; (B) as to the date incumbency and genuineness of the signatures of each officer of such Person executing this Agreement and the Related Documents on behalf of Parent and Acquisition Sub; and (C) the genuineness of the resolutions described in clause (Battached thereto) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower board of directors or the relevant Guarantor, as applicable, similar governing body of Parent and Acquisition Sub authorizing the execution, delivery and performance of this Agreement and, in and the case Related Documents to which Parent and Acquisition Sub are a party and the consummation of the Borrower-39- transactions contemplated hereby and thereby and of Parent, as sole shareholder of Acquisition Sub, approving the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, Merger; (Cii) that certificates dated no more than five days prior to the certificate of incorporation Closing Date of the Borrower or the relevant Guarantor, as applicable, has not been amended since the date secretaries of state of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) abovestates in which Parent and Acquisition Sub are organized, and (D) certifying as to the incumbency good standing and specimen signature non-delinquent franchise tax status of each officer executing this Agreement or any other document delivered in connection herewith on behalf of the Borrower or the relevant Guarantor, as applicableParent and Acquisition Sub; and (iii) a certificate of another signed by a principal executive officer of Parent and Acquisition Sub, dated as of the Borrower or Closing Date, certifying as to (A) the relevant Guarantoraccuracy of the representations and warranties of Parent and Acquisition Sub contained herein, as applicable, as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) abovecontemplated by Section 7.3(a); and (ivB) such other documents the performance of the covenants of Parent and Acquisition Sub contained herein, as the Lenders or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Administrative Agent and the Syndication Agent, may reasonably requestcontemplated in Section 7.3(b).

Closing Certificates. The Administrative Agent and Each of the Syndication Agent following certificates shall have received been executed and/or delivered to the Seller, as the case may be, by the Person who or which is the subject thereof: (i) a copy of the certificate of incorporation, including all amendments thereto, of the Borrower and each Guarantor, each certified by the relevant authority of the jurisdiction of organization, and a certificate as to the good standing of the Borrower and each Guarantor as of a recent date, from such relevant authority; (ii) a certificate of the Secretary President or Assistant Secretary secretary of Parent and MergeCo, dated as of the Borrower and each GuarantorClosing Date, each dated the Closing Date and certifying (Ai) that attached thereto is a true and complete copy copies of the by-laws Fundamental Documents of the Borrower or the relevant Guarantor, as applicable, Parent and MergeCo as in effect on the Closing Date and at all times since a date prior are attached thereto, (ii) as to the date incumbency and genuineness of the signatures of each officer of such Person executing this Agreement and the Related Documents on behalf of Parent and MergeCo; and (iii) the genuineness of the resolutions described in clause (Battached thereto) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower board of directors or the relevant Guarantor, as applicable, similar governing body of Parent and MergeCo authorizing the execution, delivery and performance of this Agreement and, in and the case Related Documents to which Parent and MergeCo are a party and the consummation of the Borrowertransactions contemplated hereby and thereby and of Parent, as sole shareholder of Acquisition Sub, approving the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, Merger; (Cii) that the certificate of incorporation certificates dated within five days of the Borrower or the relevant Guarantor, as applicable, has not been amended since the date Closing Date of the last amendment thereto shown on secretaries of state of the certificate of good standing furnished pursuant to clause (i) abovestates in which Parent and MergeCo are organized, and (D) certifying as to the incumbency good standing and specimen signature non-delinquent franchise tax status of each officer executing this Agreement or any other document delivered in connection herewith on behalf of the Borrower or the relevant Guarantor, as applicableParent and MergeCo; and (iii) a certificate of another signed by a principal executive officer of Parent and MergeCo, dated as of the Borrower or Closing Date, and certifying as to (A) the relevant Guarantoraccuracy of the representations and warranties of Parent and MergeCo contained herein, as applicablecontemplated by SECTION 8.3(A) and (B) the performance of the covenants of Parent and MergeCo contained herein, as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Administrative Agent and the Syndication Agent, may reasonably requestcontemplated in SECTION 8.3(B).

Closing Certificates. The Administrative Agent and the Syndication Agent shall have received duly authorized and executed copies of each of the following in form and substance satisfactory to the Administrative Agent and, if applicable, its counsel: (i) a copy of the certificate of incorporation, including all amendments thereto, of the Borrower and each Guarantor, each certified by the relevant authority of the jurisdiction of organization, and a certificate as to the good standing of the Borrower and each Guarantor as of a recent date, from such relevant authority; (ii) a certificate of the Secretary or Assistant Secretary of the Successor Borrower and each Guarantor, each dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of the Borrower or the relevant Guarantor, 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 (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower or the relevant Guarantor, as applicable, authorizing the execution, delivery and performance of this Agreement 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 of incorporation of the Borrower or the relevant Guarantor, as applicable, has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of itself and the Borrower or the relevant Guarantor, as applicable; (iii) a certificate of another officer other Loan Parties signed by an Authorized Officer of the Borrower or the relevant Guarantor, as applicable, as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Successor ▇▇▇▇▇▇▇▇, counsel for dated as of the Administrative Agent Third Amendment Effective Date stating that (A) the Specified Acquisition Agreement Representations and the Syndication AgentSpecified Representations (as defined in the Commitment Letter) of the Loan Parties set forth in this Amendment, may reasonably requestthe Project Fox Acquisition Agreement and each other Loan Document, as applicable, are true and correct in all material respects, except that such representations and warranties that are qualified in this Amendment or such Loan Document by reference to materiality or Material Adverse Effect shall be true and correct in all respects, as of the Third Amendment Effective Date (or, if such representation or warranty makes reference to an earlier date, as of such earlier date), (B) no Project Fox Specified Event of Default exists or is continuing as of the Third Amendment Effective Date, (C) all Governmental Authority authorizations required with respect to the execution, delivery or performance of this Amendment and the other Loan Documents by the Loan Parties have been received, (D) since October 24, 2023, there has occurred no Material Adverse Change (as defined in the Project Fox Acquisition Agreement) and (E) each of the Loan Parties has satisfied each of the other closing conditions required to be satisfied by it hereunder; (ii) a certificate dated as of the Third Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties and Shenandoah Telephone Company, certifying as appropriate as to: (A) all corporate or limited liability company action taken by each Loan Party in connection with the authorization of this Amendment and the other Loan Documents; (B) the names of the Authorized Officers authorized to sign the Loan Documents on behalf of each Loan Party and Shenandoah Telephone Company and their true signatures; and (C) copies of its Organizational Documents as in effect on the Third Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office (if so filed or required to be so filed) together with certificates from the appropriate state officials as to the continued existence and good standing or existence (as applicable) of each Loan Party and Shenandoah Telephone Company in each state where organized; and (iii) a Solvency Certificate, duly executed by an Authorized Officer of the Successor ▇▇▇▇▇▇▇▇.

Closing Certificates. The Administrative Agent and the Syndication Agent shall have received (i) Each Seller and Transferred Subsidiary shall have delivered to Purchaser a copy of the certificate of incorporationcertificate, including all amendments thereto, of the Borrower and each Guarantor, each certified by the relevant authority of the jurisdiction of organization, and a certificate as to the good standing of the Borrower and each Guarantor as of a recent date, from such relevant authority; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower and each Guarantor, each dated the Closing Date and signed by such Seller’s or Transferred Subsidiary’s Secretary or an Assistant Secretary, certifying that the following documents (Awhich shall be attached) that attached thereto is a are true and complete correct copies of such documents and that such documents have not been amended or superseded: A. a copy of such Seller’s or Transferred Subsidiary’s certificate of incorporation certified by the Secretary of State of such entity’s jurisdiction of formation and a certificate of good standing from each such entity’s jurisdiction of formation, in each case dated within ten days of the Closing Date; B. a copy of the by-laws of the Borrower such Seller or the relevant GuarantorTransferred Subsidiary, as applicable, as in effect on the Closing Date and at with all times since a date prior to the date amendments thereto; and C. copies of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board board of Directors directors or managers of the Borrower such Seller or the relevant Guarantor, as applicable, Transferred Subsidiary authorizing the its execution, delivery and performance of this Agreement and, in and the case of the Borrower, the borrowings hereunderother agreements contemplated hereby to which it is a party, and that such resolutions have not been modified, rescinded the consummation of all transactions contemplated hereby and thereby. (ii) The Sellers or amended and are in full force and effect, (C) that the certificate of incorporation of the Borrower or the relevant GuarantorTransferred Subsidiaries, as applicable, has not been amended since the date shall have delivered to Purchaser customary mortgage releases, terminations and satisfactions in form and substance reasonably satisfactory to Purchaser and its counsel with respect to any Indebtedness of the last amendment thereto shown on the certificate Sellers existing as of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of the Borrower or the relevant Guarantoror, as applicable; (iii) a certificate of another officer of the Borrower or the relevant Guarantor, as applicable, as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Administrative Agent and the Syndication Agent, Purchaser may reasonably request, existing prior to) the Closing Date that is secured by a lien upon any of the Assets.

Closing Certificates. The Administrative Agent and Each of the Syndication Agent following certificates shall have received been executed and/or delivered, as the case may be, by the Person who or which is the subject thereof: (i) a copy of the certificate of incorporation, including all amendments thereto, of the Borrower and each Guarantor, each certified by the relevant authority of the jurisdiction of organization, and a certificate as to the good standing of the Borrower and each Guarantor as of a recent date, from such relevant authority; (ii) a certificate of the Secretary President or Assistant Secretary of the Borrower and each GuarantorCompany, each dated as of the Closing Date and Date, certifying (A) that attached thereto is a true and complete copy copies of the by-laws Fundamental Documents of the Borrower or the relevant Guarantor, as applicable, Company as in effect on the Closing Date and at all times since a date prior are attached thereto; (B) as to the date incumbency and genuineness of the signatures of each Person executing this Agreement and the Related Documents on behalf of the Company; (C) the genuineness of the resolutions described in clause (Battached thereto) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower board of directors or similar governing body of the relevant Guarantor, as applicable, Company authorizing the execution, delivery and performance of this Agreement and, in and the case Related Documents and the consummation of the Borrower, the borrowings hereunder, transactions contemplated hereby and that such resolutions have not been modified, rescinded or amended thereby and are in full force and effect, (C) that the certificate of incorporation of the Borrower or Sellers approving the relevant Guarantor, as applicable, has not been amended since the date Merger; (ii) certificates of the last amendment thereto shown on secretaries of state of the certificate of good standing furnished pursuant states (or other applicable office) in which the Company is organized and qualified to clause (i) abovedo business, and (D) dated no more than five days prior to the Closing Date, certifying as to the incumbency good standing and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf non-delinquent franchise tax status of the Borrower or the relevant Guarantor, as applicable; Company; (iii) a certificate of another officer signed by the President of the Borrower or Company, dated as of the relevant GuarantorClosing Date, certifying as to (A) the accuracy of the representations and warranties of the Company contained herein, as applicablecontemplated by Section 7.2(a); (B) the performance of the covenants of the Company contained herein, as contemplated by Section 7.2(b); and (C) that there has been no material adverse change with respect to the Company, as contemplated by Section 7.2(e); and (iv) a certificate signed by the Sellers' Representative, dated as of the Closing Date, certifying to the best of his knowledge on behalf of each Indemnifying Seller, as to (A) the incumbency and specimen signature accuracy of the Secretary or Assistant Secretary executing representations and warranties of the certificate pursuant to (ii) aboveIndemnifying Sellers contained herein, as contemplated by Section 7.2(a); and (ivB) such other documents the performance of the covenants of the Indemnifying Sellers contained herein, as the Lenders or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Administrative Agent and the Syndication Agent, may reasonably requestcontemplated by Section 7.2(b).

Closing Certificates. The Administrative Agent and the Syndication Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of the Borrower dated the Amendment No. 1 Effective Date and certifying: (i1) that attached thereto is a true and complete copy of 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 the Borrower and each GuarantorBorrower, each certified as of a recent date by the relevant authority Secretary of State (or other similar official or Governmental Authority) of the jurisdiction of organization, its organization or by the Secretary or Assistant Secretary or similar officer of the Borrower or other person duly authorized by the constituent documents of the Borrower, (2) that attached thereto is a true and complete copy of a certificate as to the good standing of the Borrower and each Guarantor as of a recent date, date from such relevant authority; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower and each Guarantor, each dated the Closing Date and certifying State (Aor other similar official or Governmental Authority), (3) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of the Borrower or the relevant Guarantor, as applicable, as in effect on the Closing Amendment No. 1 Effective Date and at all times since a date prior to the date of the resolutions described in the following clause (B) below, 4), (B4) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of the Borrower or the relevant Guarantor, as applicableBorrower, authorizing the execution, delivery and performance by the Borrower of this Agreement and, in the case of the Borrower, Amendment and the borrowings hereunder, and the execution, delivery and performance of each of the other Loan Documents required hereby with respect to the Borrower and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation of the Borrower or the relevant Guarantor, as applicable, has 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 (i) above, and (D5) as to the incumbency and specimen signature of each officer or authorized signatory executing this Agreement Amendment or any other document Loan Document delivered in connection herewith on behalf of the Borrower or the relevant Guarantor, as applicable; (iii) a certificate of another officer of the Borrower or the relevant Guarantor, as applicable, as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Administrative Agent and the Syndication Agent, may reasonably requestBorrower.

Closing Certificates. The Administrative Agent and the Syndication Agent You shall have received received: (a) certificates dated the Closing Date, signed on behalf of the Company, Holdings and each Subsidiary thereof by a Responsible Officer of the Company, Holdings and each Subsidiary thereof, as applicable, the truth and accuracy of which shall be a condition to your obligation to purchase the Notes proposed to be sold to you and to the effect that (i) a copy the respective representations and warranties of the certificate of incorporationCompany, including Holdings and each Subsidiary thereof set forth herein are true and correct in all amendments thereto, material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Borrower and each GuarantorClosing Date, each certified by the relevant authority of the jurisdiction of organization, and a certificate as to the good standing of the Borrower and each Guarantor as of a recent date, from such relevant authority; (ii) a certificate each of the Company, Holdings and each Subsidiary thereof has performed all of its obligations and satisfied all conditions hereunder which are to be performed or satisfied contemporaneously with or prior to the Closing Date, and (iii) no Default or Event of Default has occurred and is continuing; (b) certificates of the Secretary or Assistant Secretary of the Borrower Company, Holdings and each Guarantor, each Subsidiary thereof dated the Closing Date and certifying (Ai) that attached thereto is a are true and complete copy copies of (A) the by-laws certificate of the Borrower incorporation or the relevant Guarantor, as applicablesimilar governing document (including all amendments thereto) of such Person, as in effect on as of the Closing Date, certified as of a recent date by the Secretary of State (or like official) of the jurisdiction of such Person’s formation, (B) the bylaws or similar governing document (including all amendments thereto) of such Person, as in effect as of the Closing Date and at all times since a date prior to the date of the resolutions described in clause (BC) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted (and not modified, rescinded or amended) by the Board of Directors (or similar governing body) of the Borrower or the relevant Guarantor, as applicable, such Person authorizing the execution, delivery and performance of this Agreement and, in the case each of the Borrower, the borrowings hereunder, Senior Subordinated Debt Documents and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation of the Borrower or the relevant Guarantor, as applicable, has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant Equity Co-Investment Documents to clause (i) above, which it is a party; and (Dii) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of the Borrower or the relevant Guarantor, as applicable; Senior Subordinated Debt Documents and Equity Co-Investment Documents (iii) together with a certificate of another officer of the Borrower or the relevant Guarantor, as applicable, as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant described in this clause (b)); and (c) a long form certificate as to the good standing of the Company, Holdings and each Subsidiary thereof as of a recent date, from the Secretary of State (iior like official) above; and (iv) such other documents as the Lenders or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Administrative Agent of its jurisdiction of formation and the Syndication Agent, may reasonably requestjurisdictions in which its principal properties are located.

Closing Certificates. The Administrative Agent and the Syndication Agent (or Lenders’ Counsel) shall have received (i) received, in form and substance satisfactory to the Agent, acting reasonably, a copy of the certificate of incorporation, including all amendments thereto, of the Borrower and each GuarantorParent Pledgor as of the Amendment Effective Date, each certified by the relevant authority of the jurisdiction of organization, and a certificate as to the good standing secretary or other Authorized Officer of the Borrower and or each Guarantor such Parent Pledgor (or in the case of a Parent Pledgor that is a partnership, certified on behalf of such Parent Pledgor by a secretary or other Authorized Officer of a general partner of such partnership), dated as of the Amendment Effective Date, including: (i) to the extent such documents have been modified since the Closing Date, the certificate and articles of formation, organization, incorporation, or amalgamation (or similar) as applicable, of the Borrower or such Parent Pledgor (together with all amendments thereto) or, to the extent that such documents have not been modified since the Closing Date, a recent date, from such relevant authority; certification of same; (ii) a certificate of to the Secretary or Assistant Secretary of the Borrower and each Guarantor, each dated extent such documents have been modified since the Closing Date and certifying (A) that attached thereto is a true and complete copy of Date, the by-laws of for the Borrower or the relevant Guarantor, as applicable, such Parent Pledgor as in effect on the Closing Date and at all times since a date prior on which the resolutions referred to below were adopted or, to the date extent that such documents have not been modified since the Closing Date, a certification of same; (iii) in the case of a Parent Pledgor that is a partnership, and to the extent such document has been modified since the Closing Date, the partnership agreement providing for the organization of such partnership or, to the extent that such document has not been modified since the Closing Date, a certification of same; (iv) to the extent such documents have been modified since the Closing Date, the USA and any unanimous shareholders’ agreement or declaration of sole shareholder binding upon such Parent Pledgor, if any or, to the extent that such documents have not been modified since the Closing Date, a certification of same; (v) resolutions of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors governing body of the Borrower or the relevant Guarantor, as applicable, authorizing approving the execution, delivery and performance of this Agreement andand the Confirmation and any other documents to be delivered hereunder and thereunder, and of all documents evidencing other necessary corporate action; (vi) resolutions of the governing body of such Parent Pledgor (or in the case of a partnership, of its general partner) approving the Borrowerexecution, delivery and performance of the borrowings hereunderConfirmation and any other documents to be delivered thereunder, and that such resolutions have not been modified, rescinded of all documents evidencing other necessary corporate or amended and are in full force and effect, partnership action; and (Cvii) a certification that the certificate names and signatures of incorporation the officers of the Borrower or such Parent Pledgor (or in the relevant Guarantorcase of a partnership, as applicable, has not been amended since the date of the last amendment thereto shown on the certificate its general partner) authorized to sign each of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement or and the Confirmation and any other document documents to be delivered in connection herewith on behalf of the Borrower or the relevant Guarantor, as applicable; (iii) a certificate of another officer of the Borrower or the relevant Guarantor, as applicable, as to the incumbency hereunder and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; thereunder are true and (iv) such other documents as the Lenders or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Administrative Agent and the Syndication Agent, may reasonably requestcorrect.

Closing Certificates. The Administrative Agent and the Syndication Agent You shall have received received: (a) certificates dated the Closing Date, signed on behalf of the Company by a Responsible Officer of the Company, the truth and accuracy of which shall be a condition to your obligation to purchase the Notes proposed to be sold to you and to the effect that (i) a copy the respective representations and warranties of the certificate of incorporation, including all amendments thereto, Company set forth herein are true and correct on and as of the Borrower and each GuarantorClosing Date, each certified by the relevant authority of the jurisdiction of organization, and a certificate as to the good standing of the Borrower and each Guarantor as of a recent date, from such relevant authority; (ii) a certificate the Company has performed all of its obligations and satisfied all conditions hereunder which are to be performed or satisfied contemporaneously with or prior to the Closing Date, and (iii) no Default or Event of Default has occurred and is continuing; (b) certificates of the Secretary or Assistant Secretary of the Borrower and each Guarantor, each Company dated the Closing Date and certifying (Ai) that attached thereto is a are true and complete copy copies of (A) the by-laws certificate of the Borrower incorporation or the relevant Guarantor, as applicablesimilar governing document (including all amendments thereto) of such Person, as in effect on as of the Closing Date, certified as of a recent date by the Secretary of State (or like official) of the jurisdiction of such Person’s formation, (B) the bylaws or similar governing document (including all amendments thereto) of such Person, as in effect as of the Closing Date and at all times since a date prior to the date of the resolutions described in clause (BC) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted (and not modified, rescinded or amended) by the Board of Directors (or similar governing body) of the Borrower or the relevant Guarantor, as applicable, such Person authorizing the execution, delivery and performance of this Agreement and, in the case each 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 of incorporation of the Borrower or the relevant Guarantor, as applicable, has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant Senior Subordinated Note Documents to clause (i) above, which it is a party; and (Dii) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of the Borrower or the relevant Guarantor, as applicable; Senior Subordinated Note Documents (iii) together with a certificate of another officer of the Borrower or the relevant Guarantor, as applicable, as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to described in this clause (b)); (c) certificates of the Secretary or Assistant Secretary of Bare Escentuals Beauty, Inc., dated the Closing Date and certifying (i) that attached thereto are true and complete copies of (A) the certificate of incorporation or similar governing document (including all amendments thereto) of such Person, as in effect as of the Closing Date, certified as of a recent date by the Secretary of State (or like official) of the jurisdiction of such Person’s formation and (B) the bylaws or similar governing document (including all amendments thereto) of such Person, as in effect as of the Closing Date; and (ii) aboveas to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate described in this clause (c); and (d) a long form certificate as to the good standing of the Company and each of its Subsidiaries as of a recent date, from the Secretary of State (ivor like official) such other documents as the Lenders or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Administrative Agent of its jurisdiction of formation and the Syndication Agent, may reasonably requestjurisdictions in which its principal properties are located.

Closing Certificates. The Administrative Agent Company and the Syndication Agent Principals shall have received (A) duly executed certificates from authorized officers of QDL, QFC and Questron with respect to (i) such entity's certificate of incorporation and bylaws, (ii) resolutions of the board of directors of QDL and Questron with respect to the authorizations of this Agreement and the other agreements contemplated hereby and resolutions of the board of directors of QFC with respect to authorization of the Closing Notes, and (iii) the incumbency of the executing officers of such entity, and (B)(i) a copy of the certificate of incorporation, including all amendments thereto, incorporation of the Borrower and each Guarantor, each QDL as certified by the relevant authority Secretary of State of the jurisdiction State of organization, Delaware and a certificate as to the of existence and good standing of the Borrower and each Guarantor as of a recent datedate from the Secretary of State of the State of Delaware, from such relevant authority; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower and each Guarantor, each dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws certificate of incorporation of Questron as certified by the Secretary of State of the Borrower or State of Delaware and a certificate of existence and good standing as of a recent date from the relevant GuarantorSecretary of State of the State of Delaware and Ohio, and (iii) a copy of the Certificate of Incorporation of QFC as applicable, certified by the Secretary of State of the State of Delaware and a certificate of existence and good standing as in effect on of a recent date from the Closing Date and at all times since a date prior Secretary of State of the State of Delaware." 12. Exhibit F to the date Purchase Agreement is hereby amended and restated in the entirety as set forth in Exhibit F attached hereto. 13. Except as modified and amended by this Amendment, all of the resolutions described in clause (B) belowterms, (B) that attached thereto is a true covenants and complete copy of resolutions duly adopted by the Board of Directors conditions of the Borrower or the relevant Guarantor, as applicable, authorizing the execution, delivery and performance of this Purchase Agreement and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are shall remain in full force and effect, (C) that . 14. All terms and provisions of this Amendment shall be binding upon and shall inure to the certificate of incorporation benefit of the Borrower parties hereto and their respective successors and permitted assigns. 15. This Amendment may not be changed orally, but only by an agreement in writing and signed by the party against which enforcement of any waiver, change, modification or discharge is sought. 16. This Amendment may be executed and delivered in any number of counterparts each of which so executed and delivered shall be deemed to be an original, but all such counterparts shall together constitute but one and the relevant Guarantorsame instrument. 17. This Amendment shall be governed by, as applicableand construed in accordance with, has not been amended since the date laws of the last amendment thereto shown on the certificate State of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of the Borrower or the relevant Guarantor, as applicable; (iii) a certificate of another officer of the Borrower or the relevant Guarantor, as applicable, as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Administrative Agent and the Syndication Agent, may reasonably request.Delaware. [Signature page follows]

Closing Certificates. The Administrative Agent and the Syndication Agent Prudential shall have received certificates, dated the date of this Agreement, in form and substance reasonably satisfactory to Prudential, as follows: (i) a copy A certificate of an appropriate official of the certificate of incorporation, including all amendments thereto, of the Borrower and each Guarantor, each certified by the relevant authority of the jurisdiction of organization, and a certificate Authority as to the good standing of the Borrower and each Guarantor as of a recent date, from such relevant authority; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower and each Guarantor, each dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of the Borrower or the relevant Guarantor, 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 (B) below, (B) that attached thereto is a true and complete copy due adoption of resolutions duly adopted by the Board of Directors of the Borrower or the relevant Guarantor, as applicable, Authority authorizing the executionexecution of the 2003 Indenture Modification and each other document relating thereto to which the Authority is a party, and the incumbency and specimen signatures of any persons executing documents on behalf of the Authority in connection therewith; (ii) An Officer's Certificate of Holdings as to the Articles of Incorporation and Code of Regulations of Holdings, the due adoption of resolutions authorizing the execution and delivery and performance of this Agreement andAgreement, the Guaranty and each other document relating thereto to which Holdings is a party, and the incumbency and specimen signatures of any persons executing documents on behalf of Holdings in the case connection therewith; (iii) An Officer's Certificate of the BorrowerCompany as to the Articles of Incorporation and Code of Regulations of the Company, the borrowings hereunderdue adoption of resolutions authorizing the execution and delivery of this Agreement, the 2003 Lease Modification and each other document relating thereto to which the Company is a party, and that such resolutions have not been modified, rescinded or amended the incumbency and are specimen signatures of any persons executing documents on behalf of the Company in full force and effect, connection therewith; and (Civ) that the An officer's certificate of incorporation the Trustee as to its authority to execute, deliver and perform its obligations under the 2003 Lease Modification and the 2003 Indenture Modification and each other document executed by the Trustee in connection therewith, its due authorization, execution and delivery of the Borrower or 2003 Lease Modification and the relevant Guarantor, as applicable, has not been amended since 2003 Indenture Modification and each other document executed by the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) aboveTrustee in connection therewith, and (D) as to the incumbency and specimen signature of each officer any person executing this Agreement or any other document delivered in connection herewith documents on behalf of the Borrower or the relevant Guarantor, as applicable; (iii) a certificate of another officer of the Borrower or the relevant Guarantor, as applicable, as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Administrative Agent and the Syndication Agent, may reasonably requestTrustee in connection therewith.