Common use of Secretary’s Certificate of the Borrower Clause in Contracts

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Documents to which the Borrower is a party and the Loans hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Effective Date, that the certificate of limited partnership of the Borrower has not been amended since the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.