Common use of Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates Clause in Contracts

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Restatement Effective Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Restatement Effective Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan PartyParty or confirmation that the most recently delivered certified certificate of incorporation has not been amended or modified, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation Organizational Documents of each Loan Party that is a corporation Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party, Party and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organizationorganization as of a recent date.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan PartyParty (to the extent such jurisdiction provides such certifications), and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organizationorganization (to the extent such jurisdiction issues such certificates).

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CD, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Funding Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of the Borrower and each Loan PartyGuarantor, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of the Borrower and each Loan Party Guarantor that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Partythereof, and (ii) a long form good standing certificate for the Borrower and each Loan Party Guarantor from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the charter, articles, certificate of organization or incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan PartyParty (if applicable), and (ii) a long long-form good standing certificate for each Loan Party from its jurisdiction of organizationorganization (if applicable).

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including (other than with respect to MonsterCommerce, LLC) the charter, articles, certificate of organization or incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan PartyParty (if applicable), and (ii) a long long-form good standing certificate for each Loan Party (other than MonsterCommerce, LLC) from its jurisdiction of organizationorganization (if applicable).

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Restatement Effective Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, attachments and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CB, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CB, with appropriate insertions and attachments, including the certificate of incorporation or organization of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan PartyParty (to the extent such jurisdiction provides such certifications), and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organizationorganization (to the extent such jurisdiction issues such certificates).

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CF, with appropriate insertions and attachments, attachments including the certificate or articles of incorporation organization of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Restatement Effective Date, substantially in the form of Exhibit CD, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CE, with appropriate insertions and attachments, attachments including the certificate of incorporation formation or appropriate formation documents of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization. The Administrative Agent shall be reasonably satisfied with the form and substance of the certificates of incorporation and by-laws or other applicable organizational documents of each Loan Party.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated on or before the Closing Date, substantially in the form of Exhibit CB, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Restatement Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate certificates of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation or articles of incorporation, as applicable, of each Loan Party that is a corporation Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party, Party and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation or organization of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan PartyParty (to the extent such jurisdiction provides such certifications), and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organizationorganization (to the extent such jurisdiction issues such certificates).

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan PartyBorrower, dated the Closing Date, substantially in the form of Exhibit CB, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party Borrower that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan PartyBorrower, and (ii) a long form good standing certificate for each Loan Party Borrower from its jurisdiction of organization, in each case to the extent applicable in such jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachmentsattachments relating to the organization, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization existence and good standing of such Loan PartyParty (or equivalent certificate to the extent available in the case of any Foreign Subsidiary), with such adjustments and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organizationmodifications with respect to any Foreign Subsidiary as the Administrative Agent may reasonably request.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such each Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated as of the Closing Second Amendment Effective Date, substantially in the form of Exhibit CC to the Credit Agreement, with appropriate insertions and attachments, including either (a) the certificate of incorporation Organizational Documents of each Loan Party that is a corporation Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party, Party or (b) a certification that such Organizational Documents have not changed since the Closing Date and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organizationorganization as of a recent date.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Funding Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent Agents shall have received (i) a certificate of each Loan Party, dated the Closing Effective Date, substantially in the form of Exhibit CF, with appropriate insertions and attachments, including the certificate of incorporation formation of each Loan Party that is a corporation the Borrower certified by the relevant authority of the jurisdiction of organization of such Loan Partythe Borrower and resolutions of the Board of Directors of the Borrower and the Members, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CB, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation (or equivalent documentation) certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate (or equivalent documentation in any applicable foreign jurisdiction) for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Initial Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CE, with appropriate insertions and attachmentsattachments relating to the organization, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization existence and good standing of such Loan PartyParty (or equivalent certificate to the extent available in the case of any Foreign Subsidiary), with such adjustments and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organizationmodifications with respect to any Foreign Subsidiary as the Administrative Agent may reasonably request.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Restatement Effective Date, substantially in the form of Exhibit CC hereto, with appropriate insertions and attachments, including the charter, articles, certificate of organization or incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan PartyParty (if applicable), and (ii) a long long-form good standing certificate for each Loan Party from its jurisdiction of organizationorganization (if applicable).

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CB, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization, in each case to the extent applicable in such jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation or certificate of formation, as applicable, of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation incorporation, certificate of formation or other similar document of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan PartyParty (if available in such jurisdiction), and (ii) a long form good standing certificate (or equivalent) for each Loan Party from its jurisdiction of organizationorganization (if available in such jurisdiction).

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organizationorganization (to the extent “good standing” has substantive legal meaning in such jurisdiction).

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Funding Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.and

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan PartyBorrower, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party Borrower that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan PartyBorrower, and (ii) a long form (or short form, if such jurisdiction does not issue long form) good standing certificate for each Loan Party Borrower from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CE, with appropriate insertions and attachments, including the certificate of incorporation formation of each Loan Party that is a corporation limited liability company certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated on or before the Closing Amendment and Restatement Effectiveness Date, substantially in the form of Exhibit CB, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate certificates of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.. (f)

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Partythe Borrower, dated the Closing Restatement Effective Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation the Borrower certified by the relevant authority of the jurisdiction of organization incorporation of such Loan Partythe Borrower, and (ii) a long form good standing certificate for each Loan Party the Borrower from its jurisdiction of organizationincorporation.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Partythe Borrower and the Parent Guarantor, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Partyeach the Borrower and the Parent Guarantor, and (ii) a long form good standing certificate for each Loan Party the Borrower and the Parent Guarantor from its jurisdiction their respective jurisdictions of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Restatement Effective Date, substantially in the form of Exhibit CE, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization. The Administrative Agent shall be reasonably satisfied with the form and substance of the certificates of incorporation and by-laws or other applicable organizational documents of each Loan Party.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a closing certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CC and (ii) a secretary’s certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form certificate of compliance/status/good standing certificate as applicable for each Loan Party from its jurisdiction of organizationorganization and each jurisdiction in which it conducts business.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Amendment No. 1 Effective Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the charter, articles, certificate of organization or incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan PartyParty (if applicable), and (ii) a long long-form good standing certificate for each Loan Party from its jurisdiction of organizationorganization (if applicable).

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Partythe Borrower, dated the Closing Date, substantially in the form of Exhibit CB, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation the Borrower certified by the relevant authority of the its jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party the Borrower from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CB, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) to the extent applicable, a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Credit Party, dated the Closing Date, substantially in the form of Exhibit CF, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Credit Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Credit Party, and (ii) a long form good standing certificate for each Loan Credit Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Partythe Borrower, dated the Closing Effective Date, substantially in the form of Exhibit CC to the Credit Agreement, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation the Borrower certified by the relevant authority of the jurisdiction of organization incorporation of such Loan Partythe Borrower, and (ii) a long form good standing certificate for each Loan Party the Borrower from its jurisdiction of organizationincorporation.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including attaching the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) unless the Administrative Agent otherwise agrees, a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CE, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization. The Administrative Agent and the Lenders shall be reasonably satisfied with the form and substance of the certificates of incorporation and by-laws or other applicable organizational documents of each Loan Party.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of the Borrower and each Loan PartyPerson comprising the Target, dated the Closing Restatement Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the articles or certificate of incorporation of each such Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of each such Loan Party, and (ii) a long form good standing certificate for each such Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a customary closing certificate of each Loan Party, dated as of the Closing Date, substantially in form and substance reasonably satisfactory to the form of Exhibit C, Administrative Agent and with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long long-form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the charter, articles, certificate of organization or incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan PartyParty (if applicable), and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organizationorganization (if applicable).

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CB, with appropriate insertions and attachments, including the certificate of incorporation incorporation, certificate of formation or other similar document of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan PartyParty (if available in such jurisdiction), and (ii) a long form good standing certificate (or equivalent) for each Loan Party from its jurisdiction of organizationorganization (if available in such jurisdiction).

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CA, with appropriate insertions and 42 attachments, including the certificate of incorporation of each such Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan PartyParty and an incumbency certificate including specimen signatures, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent and the Federal Guarantor shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated on or before the Closing Third Amendment and Restatement Effectiveness Date, substantially in the form of Exhibit CB, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CE, with appropriate insertions and attachments, including the certificate of incorporation formation of each Loan Party that is a corporation limited liability company certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.. 102

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Amendment No. 2 Effective Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the charter, articles, certificate of organization or incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan PartyParty (if applicable), and (ii) a long long-form good standing certificate for each Loan Party from its jurisdiction of organizationorganization (if applicable).

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CB, with appropriate insertions and attachments, including resolutions, certified organizational authorizations, incumbency certifications, the certificate of incorporation or other similar organizational document of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party and certified bylaws or other similar organizational document of each Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Restatement Effective Date, substantially in the form of Exhibit CB, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan PartyBorrower and LRC, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation of Borrower and LRC certified by the relevant authority of the jurisdiction of organization of each such Loan Partyentity, and (ii) a long form good standing certificate for each Loan Party such entity from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) either a certificate of each Loan Party, dated the Closing Term E Incremental Facility Effective Date, substantially in the form of Exhibit CC to the Credit Agreement, with appropriate insertions and attachments, including attachments or a certification with respect to any such attachments that no change has been made to the certificate of incorporation of each Loan Party that is a corporation certified by versions most recently delivered to the relevant authority of the jurisdiction of organization of such Loan PartyAdministrative Agent, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Amendment No. 3 Effective Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the charter, articles, certificate of organization or incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan PartyParty (if applicable), and (ii) a long long-form good standing certificate for each Loan Party from its jurisdiction of organizationorganization (if applicable).

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CB, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation (or equivalent documentation) certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing or equivalent certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated as of the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form (if available) good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated on or before the Closing Second Amendment and Restatement Effectiveness Date, substantially in the form of Exhibit CB, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CA, with appropriate insertions and attachments, including the certificate of incorporation of each such Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan PartyParty and an incumbency certificate including specimen signatures, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CD, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, (ii) a solvency certificate of the chief financial officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent and (iiiii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CD, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Partythe Company, dated the Closing Effective Date, substantially in the form of Exhibit CB, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation the Company certified by the relevant authority of the jurisdiction of organization of such Loan Partythe Company, and (ii) a long form good standing certificate for each Loan Party the Company from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated as of the Closing Datedate hereof, substantially in the form of Exhibit CC to the Credit Agreement, with appropriate insertions and attachments, including either (a) the certificate of incorporation Organizational Documents of each Loan Party that is a corporation Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party, Party or (b) a certification that such Organizational Documents have not changed since the Closing Date and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organizationorganization as of a recent date.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, attachments and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan PartyParty (if available in such jurisdiction), and (ii) a long form good standing certificate (or equivalent) for each Loan Party from its jurisdiction of organizationorganization (if available in such jurisdiction).

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Except as set forth in Schedule 5.1, the Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The On or prior to the Closing Date, the Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation or formation, as applicable, of each Loan Party that is a corporation or limited liability company, certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CC or in such other form as may be acceptable to the Administrative Agent, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received received, with a counterpart for each Lender, (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation (or similar document) of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Credit Party, dated the Closing Date, substantially in the form of Exhibit CE, with appropriate insertions insertion and attachments, including the certificate of incorporation of each Loan Credit Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Credit Party, and (ii) a long form good standing certificate for each Loan Credit Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Restatement Effective Date, substantially in the form of Exhibit CB, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.. 509265-1594-11436-13799415

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Effective Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CA, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, Party and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated on or before the Closing Effective Date, substantially in the form of Exhibit CB, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Partythe Borrower, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation the Borrower certified by the relevant authority of the jurisdiction of organization of such Loan Partythe Borrower, and (ii) a long form good standing certificate for each Loan Party the Borrower from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan PartyGroup Member, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party Group Member that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan PartyGroup Member, and (ii) a long form good standing certificate for each Loan Party Group Member from its jurisdiction of organization.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit “C”, with appropriate insertions and attachments, including the certificate of incorporation or charter (or corresponding formation document if not a corporation) of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form certificate of good standing certificate (or equivalent) for each Loan Party from its jurisdiction of organization.