Secretary’s Certificate of the Borrower Sample Clauses

Secretary’s Certificate of the Borrower. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, certificates of the secretary or an assistant secretary of the Borrower containing specimen signatures of the Persons authorized to execute Credit Documents to which the Borrower is a party or any other documents provided for herein or therein, together with (a) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors Borrower (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Agreement (and any agreements relating thereto) to which it is a party and (ii) the extensions of credit contemplated hereunder and (b) true and complete copies of each of the organizational documents of the Borrower as of the Effective Date.

Secretary’s Certificate of the Borrower. A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower who has been authorized to execute and deliver this Agreement and any other Loan Document or other document required to be executed and delivered by or on behalf of the Borrower under this Agreement, (B) that the attached copies of the certificate of incorporation and by-laws of the Borrower have not been amended except as set forth therein and remain in full force and effect and (C) the attached copy of resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party;

Secretary’s Certificate of the Borrower. The Administrative Agent shall have received, in the case of the Borrower, each of the items referred to in subclauses (i), (ii) and (iii) below: (i) a certificate as to the good standing of the Borrower as of a recent date from the Secretary of State of the State of Delaware; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of the Borrower dated the Effective Date and certifying: (A) that attached thereto is a true and complete copy of the limited partnership agreement of the Borrower as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the general partner of the Borrower authorizing the execution, delivery and performance of the Credit Documents to which the Borrower is a party and the Loans hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Effective Date, that the certificate of limited partnership of the Borrower has not been amended since the date of the last amendment thereto disclosed pursuant to subclause (i) above, (C) as to the incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of the Borrower, and (D) as to the absence of any pending proceeding for the dissolution or liquidation of the Borrower; and (iii) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to subclause (ii) above.

Secretary’s Certificate of the Borrower. The Administrative Agent shall have received certificates of the secretary or an assistant secretary of the Borrower containing specimen signatures of the Persons authorized to execute Credit Documents to which the Borrower is a party or any other documents provided for herein or therein, together with (a) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors Borrower (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Agreement (and any agreements relating thereto) to which it is a party and (ii) the extensions of credit contemplated hereunder and (b) true and complete copies of each of the organizational documents of the Borrower as of the Effective Date.

Secretary’s Certificate of the Borrower. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, a certificate of the secretary or an assistant secretary of the Borrower (or, if the Borrower does not have a secretary or assistant secretary, any other officer, director or manager duly authorized to execute such a certificate on behalf of the Borrower) containing specimen signatures of the persons authorized to execute Credit Documents to which the Borrower is a party or any other documents provided for herein or therein, together with (i) copies of resolutions of the Board of Directors or other appropriate governing body of the Borrower authorizing the execution and delivery of the Credit Documents to which the Borrower is a party and (ii) copies of the Borrower’s memorandum and articles of association.

Secretary’s Certificate of the Borrower and each of the Subsidiary Guarantors;

Secretary’s Certificate of the Borrower. The Administrative Agent shall have received certificates of the secretary or an assistant secretary of the Borrower containing specimen signatures of the Persons authorized to execute Credit Documents to which the Borrower is a party or any other documents provided for herein or therein, together with (a) a copy of the resolutions of the board of directors Borrower (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Agreement (and any agreements relating thereto) to which it is a party and (ii) the extensions of credit contemplated hereunder and (b) true and complete copies of each of the organizational documents of the Borrower as of the Effective Date.