Common use of Governing Documents and Good Standings Clause in Contracts

Governing Documents and Good Standings. Administrative Agent shall have received (i) copies, certified as correct and complete by the applicable state of organization of each Borrower and Guarantor, of the certificate of incorporation, certificate of formation or certificate of limited liability partnership, as applicable, of each Borrower and Guarantor, with any amendments to any of the foregoing, as of a recent date (together with applicable certified documents evidencing the name change of Guarantor, including Certificate of Ownership and Merger filed with the Delaware Secretary of State), (ii) copies, certified as correct and complete by an authorized officer, member or partner of each Borrower and Guarantor, of all other documents necessary for performance of the obligations of Borrower and Guarantor under this Agreement and the other Financing Agreements, and (iii) certificates of good standing for each Borrower and Guarantor issued by the state of organization of each Borrower and Guarantor and by each state in which each Borrower and Guarantor is doing and currently intends to do business for which qualification is required, as of a recent date (such certificates set forth in (i) through (iii), the “Certificates”).

Governing Documents and Good Standings. Administrative Agent shall have received (i) copies, certified as correct and complete by the applicable state of organization DM3\2429630.8 of each Borrower Borrower, Pledgor and Guarantor, of the certificate of incorporation, certificate of formation or certificate of limited liability partnership, as applicable, of each Borrower Borrower, Pledgor and Guarantor, with any amendments to any of the foregoing, as of a recent date (together with applicable certified documents evidencing the name change of Guarantor, including Certificate of Ownership and Merger filed with the Delaware Secretary of State), (ii) copies, certified as correct and complete by an authorized officer, member or partner of each Borrower Borrower, Pledgor and Guarantor, of all other documents necessary for performance of the obligations of Borrower each Borrower, Pledgor and Guarantor under this Agreement and the other Financing Agreements, and (iii) certificates of good standing for each Borrower Borrower, Pledgor and Guarantor issued by the state of organization of each Borrower Borrower, Pledgor and Guarantor and by each state in which each Borrower and Guarantor is doing and currently intends to do business for which qualification is required, as of a recent date required (such certificates set forth in (i) through (iii), the “Certificates”).

Governing Documents and Good Standings. Administrative Agent shall have received (i) copies, certified as correct and complete by the applicable state of organization an authorized officer, member or partner of each Borrower Borrower, Pledgor and Guarantor,, of the certificate of incorporation, certificate of formation or certificate of limited liability partnership, as applicable, of each Borrower Borrower, Pledgor and Guarantor, with any amendments to any of the foregoing, as of a recent date (together with applicable certified documents evidencing the name change of Guarantor, including Certificate of Ownership and Merger filed with the Delaware Secretary of State), (ii) copies, certified as correct and complete by an authorized officer, member or partner of each Borrower Borrower, Pledgor and Guarantor, of all other documents necessary for performance of the obligations of Borrower each Borrower, Pledgor and Guarantor under this Agreement and the other Financing Agreements, and (iii) certificates of good standing for each Borrower Borrower, Pledgor and Guarantor issued by the state of organization of each Borrower Borrower, Pledgor and Guarantor and by each state in which each Borrower and Guarantor is doing and currently intends to do business for which qualification is required, as of a recent date (such certificates set forth in (i) through (iii), the “Certificates”).

Governing Documents and Good Standings. Administrative Agent shall have received (i) copies, certified as correct and complete by the applicable state of organization of each Borrower Borrower, Pledgor and Guarantor, of the certificate of incorporation, certificate of formation or certificate of limited liability partnership, as applicable, of each Borrower Borrower, Pledgor and Guarantor, with any amendments to any of the foregoing, as of a recent date (together with applicable certified documents evidencing the name change of Guarantor, including Certificate of Ownership and Merger filed with the Delaware Secretary of State), (ii) copies, certified as correct and complete by an authorized officer, member or partner of each Borrower Borrower, Pledgor and Guarantor, of all other documents necessary for performance of the obligations of Borrower Borrower, Pledgor and Guarantor under this Agreement and the other Financing Agreements, and (iii) certificates of good standing for each Borrower Borrower, Pledgor and Guarantor issued by the state of organization of each Borrower Borrower, Pledgor and Guarantor and by each state in which each Borrower and Guarantor is doing and currently intends to do business for which qualification is required, as of a recent date required (such certificates set forth in (i) through (iii), the “Certificates”).

Governing Documents and Good Standings. Administrative Agent shall have received (i) copies, certified as correct and complete by the applicable state of organization an authorized officer, member or partner of each Borrower and Guarantor, of the certificate of incorporation, certificate of formation or certificate of limited liability partnership, as applicable, of each Borrower and Guarantor, with any amendments to any of the foregoing, as of a recent date foregoing (together with applicable certified documents evidencing the name change of Guarantor, including Certificate of Ownership and Merger filed with the Delaware Secretary of State), (ii) copies, certified as correct and complete by an authorized officer, member or partner of each Borrower and Guarantor, of all other documents necessary for performance of the obligations of Borrower and Guarantor under this Agreement and the other Financing Agreements, and (iii) certificates of good standing for each Borrower and Guarantor issued by the state of organization of each Borrower and Guarantor and by each state in which each Borrower and Guarantor is doing and currently intends to do business for which qualification is required, as of a recent date (such certificates set forth in (i) through (iii), the “Certificates”).

Governing Documents and Good Standings. Administrative Agent shall have received (i) copies, certified as correct and complete by the applicable state of organization of each Borrower Borrower, Pledgor and Guarantor, of the certificate of incorporation, certificate of formation or certificate of limited liability partnership, as applicable, of each Borrower Borrower, Pledgor and Guarantor, with any amendments to any of the foregoing, as of a recent date (together with applicable certified documents evidencing the name change of Guarantor, including Certificate of Ownership and Merger filed with the Delaware Secretary of State)date, (ii) copies, certified as correct and complete by an authorized officer, member or partner of each Borrower Borrower, Pledgor and Guarantor, of all other documents necessary for performance of the obligations of Borrower each Borrower, Pledgor and Guarantor under this Agreement and the other Financing Agreements, and (iii) certificates of good standing for each Borrower Borrower, Pledgor and Guarantor issued by the state of organization of each Borrower Borrower, Pledgor and Guarantor and by each state in which each Borrower and Guarantor is doing and currently intends to do business for which qualification is required, as of a recent date (such certificates set forth in (i) through (iii), the “Certificates”).