Common use of Closing Certificates Clause in Contracts

Closing Certificates. The Agent shall have received (i) a copy of the certificate of formation, including all amendments thereto, certified as of a recent date by the Secretary of State of the state of Delaware, and a certificate as to the good standing of the Borrower as of a recent date from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary or analogous officer of the Borrower, dated the date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the limited liability company agreement or other applicable organizational document as in effect on such date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the Board of Directors (or any duly authorized committee thereof) authorizing the execution and delivery by the Borrower of the Credit Documents, the Extensions of Credit to be made hereunder and the performance by the Borrower of all of its obligations under the Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of formation referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the certified certificate of formation furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the Borrower; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or analogous officer executing the certificate pursuant to (ii) above.

Closing Certificates. The Administrative Agent shall have received (i) a copy of the certificate of formationincorporation, including all amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State relevant authority of the state jurisdiction of Delawareorganization, and a certificate as to the good standing of the Borrower as of a recent date date, from such Secretary of Staterelevant authority; (ii) a certificate of the Secretary or an Assistant Secretary or analogous officer of the Borrower, dated the date of this Agreement Closing Date and certifying (A) that attached thereto is a true and complete copy of the limited liability company agreement or other applicable organizational document by-laws of the Borrower as in effect on such date 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 are is a true and complete copies copy of resolutions duly adopted by the Board of Directors (or any duly authorized committee thereof) of the Borrower authorizing the execution execution, delivery and delivery by the Borrower performance of the Credit Documents, the Extensions of Credit to be made hereunder this Agreement and the performance by the Borrower of all of its obligations under the Credit Documentsborrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of formation referred to in clause (i) above incorporation of the Borrower has not been amended since the date of the last amendment thereto shown on the certified certificate of formation good standing furnished pursuant to such clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement and or any other document delivered in connection herewith on behalf of the Borrower; and (iii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary or analogous officer executing the certificate pursuant to (ii) above.

Closing Certificates. The Agent shall have received (i) a copy of the certificate of formation, including all amendments thereto, certified as of a recent date by the Secretary of State of the state of Delaware, and a certificate as to the good standing of the Borrower as of a recent date from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary or analogous officer of the Borrower, dated the date of this Agreement Closing Date and certifying (A) that attached thereto is a true and complete copy of the limited liability company agreement or other applicable organizational document as in effect on such date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the Board of Directors (or any duly authorized committee thereof) authorizing the execution and delivery by the Borrower of the Credit Documents, the Extensions of Credit to be made hereunder and the performance by the Borrower of all of its obligations under the Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of formation referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the certified certificate of formation furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the Borrower; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or analogous officer executing the certificate pursuant to (ii) above.

Closing Certificates. The With respect to the Borrower, the Agent shall have received (i) a copy of the certificate of formation, including all amendments thereto, certified as of a recent date by the Secretary of State of the state of Delaware, and a certificate as to the good standing of the Borrower as of a recent date from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary or analogous officer of the Borrower, dated the date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the limited liability company agreement or other applicable organizational document as in effect on such date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the Board of Directors (or any duly authorized committee thereof) authorizing the execution and delivery by the Borrower of the Credit Documentsthis Agreement, the Extensions of Credit to be made hereunder and the performance by the Borrower of all of its obligations under the Credit Documentshereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of formation referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the certified certificate of formation good standing furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the Borrower; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or analogous officer executing the certificate pursuant to (ii) above.

Closing Certificates. The Agent (or Lenders’ Counsel) shall have received (i) a copy of the certificate of formationreceived, including all amendments thereto, certified as of a recent date by the Secretary of State of the state of Delaware, in form and a certificate as substance satisfactory to the good standing of the Borrower as of a recent date from such Secretary of State; (ii) Agent, acting reasonably, a certificate of the Secretary or an Assistant Secretary or analogous officer Borrower and each Parent Pledgor as of the BorrowerAmendment Effective Date, certified by a secretary or other Authorized Officer of the Borrower or each 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 certification of same; (ii) to the extent such documents have been modified since the Closing Date, the by-laws for the Borrower or such Parent Pledgor as in effect on the date on which the resolutions referred to below were adopted or, to the 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 governing body of the Borrower approving the execution, delivery and performance of this Agreement and certifying the Confirmation and any other documents to be delivered hereunder and thereunder, and of all documents evidencing other necessary corporate action; (Avi) that attached thereto is a true and complete copy resolutions of the limited liability company agreement governing body of such Parent Pledgor (or other applicable organizational document as in effect on such date the case of a partnership, of its general partner) approving the execution, delivery and at all times since a date prior to the date performance of the resolutions described Confirmation and any other documents to be delivered thereunder, and of all documents evidencing other necessary corporate or partnership action; and (vii) a certification that the names and signatures of the officers of the Borrower or such Parent Pledgor (or in clause (Bthe case of a partnership, of its general partner) below, (B) that attached thereto authorized to sign each of this Agreement and the Confirmation and any other documents to be delivered hereunder and thereunder are true and complete copies of resolutions duly adopted by the Board of Directors (or any duly authorized committee thereof) authorizing the execution and delivery by the Borrower of the Credit Documents, the Extensions of Credit to be made hereunder and the performance by the Borrower of all of its obligations under the Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of formation referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the certified certificate of formation furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the Borrower; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or analogous officer executing the certificate pursuant to (ii) abovecorrect.

Closing Certificates. The Agent shall have received (i) a copy of the certificate of formation, including all amendments thereto, certified as of a recent date by the Secretary of State of the state of DelawareDela- xxxx, and a certificate as to the good standing of the Borrower as of a recent date from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary or analogous officer of the Borrower, dated the date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the limited liability company agreement or other applicable organizational document as in effect on such date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the Board of Directors (or any duly authorized committee thereof) authorizing the execution and delivery by the Borrower of the Credit Documents, the Extensions of Credit to be made hereunder and the performance by the Borrower of all of its obligations under the Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of formation referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the certified certificate of formation furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the Borrower; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or analogous officer executing the certificate pursuant to (ii) above.

Closing Certificates. The Agent Lender shall have received (i) a copy of the certificate of formation, including all amendments thereto, certified as of a recent date by the Secretary of State of the state State of Delaware, and a certificate as to the good standing of the Borrower as of a recent date from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary or analogous officer of the Borrower, dated the date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the limited liability company agreement or other applicable organizational document as in effect on such date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the Board of Directors (or any duly authorized committee thereof) authorizing the execution and delivery by the Borrower of the Credit Documents, the Extensions Extension of Credit to be made hereunder and the performance by the Borrower of all of its obligations under the Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of formation referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the certified certificate of formation furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the Borrower; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or analogous officer executing the certificate pursuant to (ii) above.

Closing Certificates. The Agent shall have received (i) a copy of the certificate of formation, including all amendments thereto, certified as of a recent date by the Secretary of State of the state State of Delaware, and a certificate as to the good standing of the Borrower as of a recent date from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary or analogous officer of the Borrower, dated the date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the limited liability company agreement or other applicable organizational document as in effect on such date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the Board of Directors (or any duly authorized committee thereof) authorizing the execution and delivery by the Borrower of the Credit Documents, the Extensions of Credit to be made hereunder and the performance by the Borrower of all of its obligations under the Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of formation referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the certified certificate of formation furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the Borrower; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or analogous officer executing the certificate pursuant to (ii) above.

Closing Certificates. The Agent shall have received (i) a copy of the certificate of formation, including all amendments thereto, certified as of a recent date by the Secretary of State of the state State of Delaware, and a certificate as to the good standing of the Borrower as of a recent date from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary or analogous officer of the Borrower, dated the date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the limited liability company agreement or other applicable organizational document as in effect on such date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the Board of Directors (or any duly authorized committee thereof) authorizing the execution and delivery by the Borrower of the Credit Documents, the Extensions of Credit Loans to be made hereunder and the performance by the Borrower of all of its obligations under the Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of formation referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the certified certificate of formation furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the Borrower; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or analogous officer executing the certificate pursuant to (ii) above.

Closing Certificates. The Administrative Agent and the Syndication Agent shall have received (i) a copy of the certificate of formationincorporation, including all amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State relevant authority of the state jurisdiction of Delawareorganization, and a certificate as to the good standing of the Borrower as of a recent date date, from such Secretary of Staterelevant authority; (ii) a certificate of the Secretary or an Assistant Secretary or analogous officer of the Borrower, dated the date of this Agreement Closing Date and certifying (A) that attached thereto is a true and complete copy of the limited liability company agreement or other applicable organizational document by-laws of the Borrower, as in effect on such date 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 are is a true and complete copies copy of resolutions duly adopted by the Board of Directors (or any duly authorized committee thereof) of the Borrower, authorizing the execution execution, delivery and delivery by the Borrower performance of the Credit Documents, the Extensions of Credit to be made hereunder this Agreement and the performance by the Borrower of all of its obligations under the Credit Documentsborrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of formation referred to in clause (i) above incorporation of the Borrower, has not been amended since the date of the last amendment thereto shown on the certified certificate of formation good standing furnished pursuant to such clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement and or any other document delivered in connection herewith on behalf of the Borrower; and (iii) a certificate of another officer of the Borrower, as to the incumbency and specimen signature of the Secretary or Assistant Secretary or analogous officer executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Administrative Agent and the Syndication Agent, may reasonably request.