Common use of Good Standing Certificates Clause in Contracts

Good Standing Certificates. The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received copies of certificates dated as of a recent date from the Secretary of State or other appropriate authority of such jurisdiction, evidencing the good standing of the Borrower and each other Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction state where its the ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person exceptcorporation, partnership or limited liability company, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effectcase may be.

Good Standing Certificates. The Administrative Agent shall have received certificates (long form, if available) dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing and/or existence (to the extent such concept is applicable) of the Borrower and each other Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effectformation.

Good Standing Certificates. The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party the New Borrower (i) to the extent relevant under applicable laws, in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received certificates of status, compliance or good standing (as applicable) dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effectformation.

Good Standing Certificates. The Administrative Agent shall have received certificates of status, compliance or good standing (as applicable) dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effectorganization.

Good Standing Certificates. The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party (i) the New Borrower to the extent relevant under applicable laws, in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effectorganization.

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for the Increasing Lender, certificates dated as of a recent date from the Secretary secretary of State state or other appropriate authority authority, evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse EffectPerson.

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for the New Lender, certificates dated as of a recent date from the Secretary secretary of State state or other appropriate authority authority, evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received certificates dated of good standing, existence, foreign qualification or its equivalent with respect to the each member of the Borrower Group, each certified as of a recent date from not more than twenty-one (21) days prior to the Secretary Closing Date by the appropriate Government Instrumentality of State or other appropriate authority evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation and the principal place of business of such Person, and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where in which the failure to so qualify and be in good standing could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Person becoming a Loan Party as of such Acquisition Closing Date (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation organization, and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Transaction Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could would not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party (i) to the extent relevant under applicable laws, in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of the Borrower and of each other Loan Party for which such certificates are available (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for the New Lender, certificates dated as of a recent date from the Secretary secretary of State state or other appropriate authority authority, evidencing the good standing of each Loan Party (iand Sponsor(i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing and/or existence (to the extent such concept is applicable) of each Borrower and each other Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effectformation.

Good Standing Certificates. The Administrative Agent shall have received received, with a counterpart for each Bank, copies of certificates dated as of a recent date from the Secretary of State or other appropriate authority of such jurisdiction, evidencing the good standing (or comparable status) of each Loan Party (i) the Companies in the its jurisdiction of its organization or formation and (ii) in each other jurisdiction State where its the ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person exceptcorporation, as to this subclause (ii), except where the failure so to so qualify could would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, condition (financial or otherwise) or prospects of the Companies taken as a whole.

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party existing as of the Closing Date (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected expected, whether individually or in the aggregate, to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received certificates (long form, if available) dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party and the General Partner (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received certificates dated as of a recent date certificate from the Secretary of State State, or other appropriate authority of such jurisdiction, evidencing the good standing (or similar concept under applicable law) of each Loan Party of the Borrowers and each new Subsidiary formed or acquired since July 9, 1996 (iother than any Subsidiaries organized under the laws of a jurisdiction in which the concept of "good standing" is inapplicable) in the jurisdiction of its incorporation or organization or formation and (ii) each jurisdiction in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as which a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party Borrower and the Parent (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person exceptPerson, except for as to this subclause (ii), where the failure to so qualify could would not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received with respect to each Borrower and each other Loan Party good standing certificates in such entity’s state of formation (or foreign equivalent), each dated as of a recent date from prior to the date of this Amendment and certified by the applicable Secretary of State or other appropriate authority evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effectauthorized Governmental Authority.

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for the Increasing Lender, certificates dated as of a recent date from the Secretary secretary of State state or other appropriate authority authority, evidencing the good standing of each Loan Party (iand Sponsor(i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.formation;

Good Standing Certificates. The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing and/or existence (to the extent such concept is applicable) of Holdings and each Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effectformation.

Good Standing Certificates. The Administrative Agent shall have received received, with -------------------------- a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority (federal, provincial or other), evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could would not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for each Bank, certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Person becoming a Loan Party as of such Acquisition Closing Date (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party Borrower (ix) in the jurisdiction of its organization or formation and (iiy) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse EffectPerson.

Good Standing Certificates. The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of each Loan Party and Sponsor (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received received, with a copy for each Lender, certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of each Loan Party other (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected expected, whether individually or in the aggregate, to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party and the General Partner (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received certificates dated a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of the relevant jurisdiction) of each Loan Party as of a recent date from the Secretary of State applicable Governmental Authority (or other appropriate authority evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization similar official or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (iiregistry), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.. 287431802 v6 287431802 v6

Good Standing Certificates. The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of Borrower and each Loan Party Guarantor (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse EffectPerson.

Good Standing Certificates. The Administrative Agent shall have received certificates a certificate dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party the Borrower and Hartree, (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could qualify, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation organization, and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could would not reasonably be expected to have a Material Adverse Effect.

Good Standing Certificates. The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority authority, evidencing the good standing of each Loan Party the Borrower (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.