Common use of Loan Party Documents Clause in Contracts

Loan Party Documents. The Administrative Agent shall have received the following from or with respect to each Loan Party: (i) A copy of the certificate or articles of incorporation or organization, including all amendments thereto, certified as of a recent date by either the Secretary of State of the state of its organization or such Governmental Authority, and, to the extent readily available with respect to franchise Taxes, a certificate certifying that such Loan Party has paid all franchise Taxes due and payable on or prior to the date of such certificate and such Loan Party is duly organized and in good standing under the laws of such jurisdiction; (ii) A certificate of the Secretary, Assistant Secretary or other Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto are true and complete copies of the Organizational Documents of such Loan Party as in effect on the Closing Date and at all times since a date on or prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents and, in the case of the Borrower, the borrowing of the Initial Term Loans hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the charter or articles or certificate of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Documents or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) executed originals (or photocopies with originals to follow after the Closing Date) of the Loan Documents to which such Person is a party; (v) [reserved]; (vi) executed copies of the Acquisition Agreement and any exhibits, schedules and documents related thereto; and (vii) executed copies of all Related Documents as in effect on the Closing Date, in each case in form and substance reasonably satisfactory to the Administrative Agent.

Loan Party Documents. The Administrative Agent shall have received the following from or with respect to each Loan Party: (i) A copy of the certificate or articles of incorporation or organization, including all amendments thereto, certified as of a recent date by either the Secretary of State of the state of its organization or such Governmental Authority, and, to the extent readily available with respect to franchise Taxes, a certificate certifying that such Loan Party has paid all franchise Taxes due and payable on or prior to the date of such certificate and such Loan Party is duly organized and in good standing under the laws of such jurisdiction; (ii) A certificate of the Secretary, Assistant Secretary or other Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto are true and complete copies of the Organizational Documents of such Loan Party as in effect on the Closing Date and at all times since a date on or prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents and, in the case of the Borrower, the borrowing of the Initial Term Loans hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the charter or articles or certificate of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Documents or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) executed originals (or photocopies with originals to follow after the Closing Date) of the Loan Documents to which such Person is a party; (v) [reserved]an executed original (or photocopies with originals to follow after the Closing Date) of the Intercreditor Agreement; (vi) executed copies of the Acquisition Agreement and any exhibits, schedules and documents related thereto; and (vii) executed copies of all Related Documents as in effect on the Closing Date, in each case in form and substance reasonably satisfactory to the Administrative Agent.

Loan Party Documents. The Administrative Agent shall have received the following from or with respect to each Loan Party: (i) A copy of the certificate or articles of incorporation or organization, including all amendments thereto, certified as of a recent date by either the Secretary of State of the state of its organization or such Governmental Authority, and, to the extent readily available with respect to franchise Taxes, a certificate certifying that such Loan Party has paid all franchise Taxes due and payable on or prior to the date of such certificate and such Loan Party is duly organized and in good standing under the laws of such jurisdiction; (ii) A certificate of the Secretary, Assistant Secretary or other Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto are true and complete copies of the Organizational Documents of such Loan Party as in effect on the Closing Date and at all times since a date on or prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents and, in the case of the Borrower, the borrowing of the Initial Term Loans hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the charter or articles or certificate of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Documents or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) executed originals (or photocopies with originals to follow after the Closing Date) of the Loan Documents to which such Person is a party; (v) [reservedan executed original (or photocopies with originals to follow after the Closing Date) of the Intercreditor Agreement;[reserved]; (vi) executed copies of the Acquisition Agreement and any exhibits, schedules and documents related thereto; and (vii) executed copies of all Related Documents as in effect on the Closing Date, in each case in form and substance reasonably satisfactory to the Administrative Agent.

Loan Party Documents. The Administrative Agent Lender shall have received on or before the following from or with respect Closing Date the following, in form and substance satisfactory to each Loan Partythe Lender, executed copies of: (i) A copy this Agreement; (ii) the Note issued by the Borrower to the order of the certificate Lender; (iii) the Warrant Purchase Agreement; (iv) the Warrant; (v) the Cayman Corporate Guarantee; (vi) the Cayman Floating Charge Debenture; (vii) the Cayman Fixed Charge; (viii) the Hong Kong Share Mortgage Agreement; (ix) the Hong Kong Floating Charge Debenture; (x) the Hong Kong Fixed Charge; (xi) the Loan Subordination Agreement; (xii) Copies of the Articles, Certificate of Incorporation or articles other such organizational document of incorporation or organization, including all amendments theretoeach member of the Company Group, certified as of a recent date by either the Secretary of State of the state of its organization or such Governmental Authority, and, to the extent readily available with respect to franchise Taxes, a certificate certifying that such Loan Party has paid all franchise Taxes due and payable on or prior to the date of such certificate and such Loan Party is duly organized and in good standing under the laws of such jurisdiction; (ii) A certificate of the Secretary, Assistant Secretary or other Responsible Officer authorized officer of the relevant member of the Company Group; (xiii) Copies of resolutions of the Board of Directors or other authorizing documents of each Loan Party dated the Closing Date and certifying (A) that attached thereto are true and complete copies of the Organizational Documents of such Loan Party as in effect on the Closing Date and at all times since a date on or prior to the date of the resolutions described in clause (B) belowParty, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents and, in the case of the Borrower, the borrowing of the Initial Term Loans hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the charter or articles or certificate of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Documents or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) executed originals (or photocopies with originals to follow after the Closing Date) of the Loan Documents to which such Person is a party; (v) [reserved]; (vi) executed copies of the Acquisition Agreement and any exhibits, schedules and documents related thereto; and (vii) executed copies of all Related Documents as in effect on the Closing Date, in each case in form and substance reasonably satisfactory to the Administrative AgentLender, approving the Loan Documents to which it is a party, the Borrowing hereunder as applicable and the transactions and other matters contemplated hereby and thereby; (xiv) An incumbency certificate executed by the Secretary, Assistant Secretary or other authorized officer of each Loan Party or equivalent document, certifying the names and signatures of the officers of each Loan Party or other Persons authorized to sign the Loan Documents and the other documents to be delivered hereunder to which it is a party; (xv) An officer’s certificate of the Borrower certifying that each of the conditions of this Section 4.01 have been satisfied as of the Closing Date with respect to each of the Loan Parties; and (xvi) Opinions of Cayman, PRC and Hong Kong counsel to the Company, each in a form reasonably satisfactory to the Lender.

Loan Party Documents. The On or before the Closing Date, Company shall, and shall cause each other Loan Party to, deliver to Lenders or to Administrative Agent shall have received the following from or with respect to each Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Closing Date: (i) A copy of the certificate or articles of incorporation or organization, including all amendments thereto, certified as of a recent date by either the Secretary of State of the state of its organization or such Governmental Authority, and, to the extent readily available with respect to franchise Taxes, a certificate certifying that such Loan Party has paid all franchise Taxes due and payable on or prior to the date of such certificate and such Loan Party is duly organized and in good standing under the laws of such jurisdiction; (ii) A certificate of the Secretary, Assistant Secretary or other Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto are true and complete copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary, assistant secretary or similar officer of the applicable Loan Party Party, together with a good standing certificate (or equivalent document, if applicable) from the Secretary of State of its jurisdiction of organization each dated a recent date prior to the Closing Date; (ii) copies of the Organizational Documents of Co-Borrower, certified by an Officer of the Co-Borrower, together (A) with an extract from the Luxembourg Trade and Companies Registry (the RCS) dated no earlier than the Closing Date, (B) a negative certificate (certificat négatif) issued by the RCS in respect of such Person, dated the same date as in effect the Closing Date, stating that on the Closing Date and at all times since a date on or day immediately prior to the date of issuance of the resolutions described in clause negative certificate, there were no records at the RCS of any court order regarding, amongst others, a (B1) belowbankruptcy adjudication against such Person, (B2) that attached thereto is a true and complete copy reprieve from payment (sursis de paiement), (3) controlled management (gestion contrôlée) or (4) composition with creditors (concordat préventif de faillite); (iii) resolutions of resolutions duly adopted by the Governing Body of such Loan Party Person approving and authorizing the execution, delivery and performance of the Loan Documents andto which it is a party, in the case certified as of the BorrowerClosing Date by the secretary, the borrowing assistant secretary or similar officer, or a duly appointed signatory, of the Initial Term Loans hereunder, and that such resolutions have not been modified, rescinded or amended and are Person as being in full force and effect, (C) that the charter effect without modification or articles or certificate of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Documents or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) aboveamendment; (iv) signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; (v) executed originals (or photocopies with originals to follow after the Closing Date) of the Loan Documents to which such Person is a party; (v) [reserved];; and (vi) executed copies of the Acquisition Agreement and any exhibitsin relation to Co-Borrower, schedules and documents related thereto; and (vii) executed copies of all Related Documents as in effect a certification by an Officer that, on the Closing Date, in each case in form such Loan Party rents its own offices and substance reasonably satisfactory to does not fall within the Administrative Agentscope of the Luxembourg law of 31 May 1999, as amended, regarding the domiciliation of companies.

Loan Party Documents. The Administrative Agent shall have received the following from or with respect to each Loan Party: (i) A copy of the certificate or articles of incorporation or organization, including all amendments thereto, certified as of a recent date by either the Secretary of State of the state of its organization or such Governmental Authority, and, to the extent readily available with respect to franchise Taxes, a certificate certifying that such Loan Party has paid all franchise Taxes due and payable on or prior to the date of such certificate and such Loan Party is duly organized and in good standing under the laws of such jurisdiction; (ii) A certificate of the Secretary, Assistant Secretary or other Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto are true and complete copies of the Organizational Documents of such Loan Party as in effect on the Closing Date and at all times since a date on or prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents and, in the case of the Borrower, the borrowing of the Initial Term Loans hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the charter or articles or certificate of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Documents or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) executed originals (or photocopies with originals to follow after the Closing Date) of the Loan Documents to which such Person is a party; (v) an executed original (or photocopies with originals to follow after the Closing Date) of the Intercreditor Agreement; [reserved];***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. (vi) executed copies of the Acquisition Agreement and any exhibits, schedules and documents related thereto; and (vii) executed copies of all Related Documents as in effect on the Closing Date, in each case in form and substance reasonably satisfactory to the Administrative Agent.

Loan Party Documents. The Administrative Agent and the Collateral Agent shall have received the following from or with respect to each Loan Party: (i) A Except to the extent such Loan Party is organized in a jurisdiction where the applicable Governmental Authority does not provide such certificates, a copy of the certificate or articles of incorporation or organizationother such Organizational Document, including all amendments thereto, certified as of a recent date by either the Secretary of State of the state of its organization or such Governmental Authority, and, to the extent readily available with respect to franchise Taxes, and a certificate certifying that such Loan Party has paid all franchise Taxes due and payable on or prior to the date of such certificate and such Loan Party is duly organized and in good standing under the laws of such jurisdiction; (ii) A certificate of the Secretary, Assistant Secretary or other Responsible Officer of each Loan Party (other than S3 Semiconductors) dated the Closing Date and certifying (A) that attached thereto are true and complete copies of the Organizational Documents of such Loan Party as in effect on the Closing Date and at all times since a date on or prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents and, in the case of the Borrower, the borrowing of the Initial Term Loans borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the charter or articles or certificate of incorporation or organization Organizational Document of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Documents or any other document delivered in connection herewith on behalf of such Loan Party; (iii) A certificate of a Director of S3 Semiconductors dated the Closing Date in a form and content satisfactory to the Collateral Agent certifying (A) that attached thereto are true and complete copies of the Organizational Documents of S3 Semiconductors as in effect on the Closing Date and at all times since a date on or prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of S3 Semiconductors authorizing, among other things, the execution, delivery and performance of the Loan Documents to which S3 Semiconductors is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organizational Document of S3 Semiconductors have not been amended since the date of the last amendment referred to in the Director certificate, (D) as to the incumbency and specimen signature of each officer executing any Loan Documents or any other document delivered in connection herewith on behalf of S3 Semiconductors, (E) the names and addresses of Directors and Secretary of S3 Semiconductors and the registered office, corporate tax number and shareholder details of S3 Semiconductors, and (F) that attached thereto is a true copy of the Power of Attorney referred to therein; (iv) a copy of the shareholders special resolution adopting a new Constitution of S3 Semiconductors in a form acceptable to the Collateral Agent; (v) evidence to be provided to the Collateral Agent, in a form and content satisfactory to it that S3 Semiconductors has done all that is necessary to follow the authorization procedures set out in Section 82 of the Companies Xxx 0000. Such evidence shall include: (A) copies of any requisite shareholder/s resolutions; and (B) statutory declarations; (vi) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (ivvii) executed originals (or photocopies with originals to follow after the Closing Date) copies of the Loan Documents to which such Person is a party;; and (v) [reserved]; (viviii) executed copies of the Acquisition Agreement and any exhibits, schedules and documents related theretoRelated Documents; and (viiix) executed copies of all Related Documents such other documents as in effect on the Closing DateLenders, in each case in form and substance reasonably satisfactory to the Collateral Agent or the Administrative AgentAgent may reasonably request.

Loan Party Documents. The Administrative On or before the Closing Date, Company shall, and shall cause each other Loan Party to, deliver to Lenders (or to Agent shall have received with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following from or with respect to each Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Closing Date: (i) A copy Certified copies of the Certificate or Articles of Incorporation of such Person, together with a good standing certificate or articles of incorporation or organization, including all amendments thereto, certified as of a recent date by either from the Secretary of State of the its jurisdiction of incorporation and each other state of its organization or in which such Governmental Authority, Person is qualified as a foreign corporation to do business and, to the extent readily available with respect to franchise Taxesgenerally available, a certificate certifying that or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such Loan Party has paid all franchise Taxes due and payable on or jurisdictions, each dated a recent date prior to the date of such certificate and such Loan Party is duly organized and in good standing under the laws of such jurisdictionClosing Date; (ii) A certificate Copies of the SecretaryBylaws of such Person, Assistant Secretary or other Responsible Officer certified as of each Loan Party dated the Closing Date and certifying by such Person's corporate secretary or an assistant secretary; (Aiii) that attached thereto are true and complete copies Resolutions of the Organizational Documents Board of Directors of such Loan Party as in effect on the Closing Date Person approving and at all times since a date on or prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents andto which it is a party, in the case certified as of the Borrower, Closing Date by the borrowing corporate secretary or an assistant secretary of the Initial Term Loans hereunder, and that such resolutions have not been modified, rescinded or amended and are Person as being in full force and effect, (C) that the charter effect without modification or articles or certificate of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Documents or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) aboveamendment; (iv) executed originals (or photocopies with originals to follow after Signature and incumbency certificates of the Closing Date) officers of such Person executing the Loan Documents to which such Person it is a party; (v) [reserved]; Executed originals of this Agreement, the Notes (viduly executed in accordance with subsection 2.1E, drawn to the order of each Lender and Swing Line Lender and with appropriate insertions) and the other Loan Documents to be executed copies of the Acquisition Agreement and any exhibits, schedules and documents related thereto; and (vii) executed copies of all Related Documents as in effect on the Closing Date, including without limitation the Master Assignment Agreement, substantially in the form of Exhibit XIV ----------- annexed hereto, executed by the Company and the Acknowledgement and Consent, substantially in the form of Exhibit XIII annexed hereto, executed ------------ by the Company and each case in form and substance of the other Loan Parties; and (vi) Such other documents as Agent may reasonably satisfactory to the Administrative Agentrequest.

Loan Party Documents. The On or before the Restatement Date, Borrower shall, and shall cause each other Loan Party to, deliver to Lenders (or to Administrative Agent shall have received with sufficient originally executed copies, where appropriate, for each Lender) the following from or with respect to each Borrower or such Loan Party, as the case may be, each, unless otherwise noted, dated the Restatement Date: (i) A copy certificate, dated the Restatement Date and signed by the Secretary or an Assistant Secretary of the certificate or articles of incorporation or organizationParent and Borrower, including all amendments certifying that (A) except as set forth on any schedule attached thereto, certified as the Organizational Documents of a recent date by either Parent, Borrower and each other Loan Party previously delivered on the Secretary of State of the state of its organization Original Closing Date (or such Governmental Authority, and, to the extent readily available with respect to franchise Taxes, later date on which such Person became a certificate certifying that such Loan Party has paid all franchise Taxes due and payable on or prior to Party) have not been amended since the date of such certificate and such Loan Party is duly organized and in good standing under the laws of such jurisdiction; (ii) A certificate of the Secretary, Assistant Secretary or other Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto are true and complete copies of the Organizational Documents of such Loan Party as in effect on the Closing Date and at all times since a date on or prior to the date of the resolutions described in clause (B) belowdelivery, (B) that attached thereto is a true and complete copy of are resolutions duly adopted by the Governing Body of such Parent, Borrower and each other Loan Party approving and authorizing the execution, delivery and performance of the Amendment Agreement (including Exhibit A thereto in the form of this Agreement) and the other Loan Documents to which such Person is a party, as applicable, and, in the case of the Borrower, the borrowing of the Initial Term Loans borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that attached thereto is a certificate as to the charter good standing of Parent, Borrower and each other Loan Party, each dated as of a recent date prior to the Restatement Date from the Secretary of State (or articles or certificate of incorporation or organization of such Loan Party have not been amended since the date equivalent Government Authority) of the last amendment thereto shown on the certificate state of good standing furnished pursuant to clause (i) aboveits organization, and (D) as to the incumbency and specimen signature of each officer executing the Amendment Agreement and any other Loan Documents Document or any other document delivered in connection herewith therewith on behalf of such Loan Party; (iiiii) a A certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (iii) above; (iviii) executed Executed originals (or photocopies with originals to follow after the Closing Date) of the Loan Documents being entered into on the Restatement Date to which such Person is a party; (v) [reserved]; (vi) executed copies of the Acquisition Agreement and any exhibits, schedules and documents related thereto; and (viiiv) executed copies of all Related Documents Such other documents as in effect on the Closing Date, in each case in form and substance Administrative Agent or Co-Arrangers may reasonably satisfactory to the Administrative Agentrequest.

Loan Party Documents. The On or before the Closing Date, Company shall, and shall cause each other Loan Party to, deliver to Lenders or to Administrative Agent shall have received the following from or with respect to each Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Closing Date: (i) A copy of the certificate or articles of incorporation or organization, including all amendments thereto, certified as of a recent date by either the Secretary of State of the state of its organization or such Governmental Authority, and, to the extent readily available with respect to franchise Taxes, a certificate certifying that such Loan Party has paid all franchise Taxes due and payable on or prior to the date of such certificate and such Loan Party is duly organized and in good standing under the laws of such jurisdiction; (ii) A certificate of the Secretary, Assistant Secretary or other Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto are true and complete copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of the applicable Loan Party Party, together with a good standing certificate (or equivalent document, if applicable) from the Secretary of State of its jurisdiction of organization each dated a recent date prior to the Closing Date; (ii) copies of the Organizational Documents of Co-Borrower, certified by an Officer of the Co-Borrower, together (A) with an extract from the Luxembourg Trade and Companies Registry (the RCS) dated no earlier than the Closing Date, (B) a negative certificate (certificat négatif) issued by the RCS in respect of such Person, dated the same date as in effect the Closing Date, stating that on the Closing Date and at all times since a date on or day immediately prior to the date of issuance of the resolutions described in clause negative certificate, there were no records at the RCS of any court order regarding, amongst others, a (B1) belowbankruptcy adjudication against such Person, (B2) that attached thereto is a true and complete copy reprieve from payment (sursis de paiement), (3) controlled management (gestion contrôlée) or (4) composition with creditors (concordat préventif de faillite); (iii) resolutions of resolutions duly adopted by the Governing Body of such Loan Party Person approving and authorizing the execution, delivery and performance of the Loan Documents andto which it is a party, in the case certified as of the BorrowerClosing Date by the secretary or similar officer, the borrowing or a duly appointed signatory, of the Initial Term Loans hereunder, and that such resolutions have not been modified, rescinded or amended and are Person as being in full force and effect, (C) that the charter effect without modification or articles or certificate of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Documents or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) aboveamendment; (iv) signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; (v) executed originals (or photocopies with originals to follow after the Closing Date) of the Loan Documents to which such Person is a party; (v) [reserved];; and (vi) executed copies of the Acquisition Agreement and any exhibitsin relation to Co-Borrower, schedules and documents related thereto; and (vii) executed copies of all Related Documents as in effect a certification by an Officer that, on the Closing Date, in each case in form such Loan Party rents its own offices and substance reasonably satisfactory to does not fall within the Administrative Agentscope of the Luxembourg law of 31 May 1999, as amended, regarding the domiciliation of companies.

Loan Party Documents. The On or before the Effective Date, Borrower shall, and shall cause each other Loan Party to, deliver to Lenders (or to Administrative Agent shall have received for Lenders) the following from or with respect to each Borrower or such Loan Party, as the case may be, each, unless otherwise noted, dated the Effective Date: (i) A copy of the certificate or articles of incorporation or organization, including all amendments thereto, certified as of a recent date by either the Secretary of State of the state of its organization or such Governmental Authority, and, to the extent readily available with respect to franchise Taxes, a certificate certifying that such Loan Party has paid all franchise Taxes due and payable on or prior to the date of such certificate and such Loan Party is duly organized and in good standing under the laws of such jurisdiction; (ii) A certificate of the Secretary, Assistant Secretary or other Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto are true and complete copies Copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar Officer of the applicable Loan Party Party, together with a good standing certificate from the Secretary of State of its jurisdiction of organization and each other state in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as in effect on to payment of any applicable franchise or similar taxes from the Closing Date and at all times since appropriate taxing authority of each of such jurisdictions, each dated a recent date on or prior to the date Effective Date; (ii) Resolutions of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Body of such Loan Party Person approving and authorizing the execution, delivery and performance of the Loan Documents andto which it is a party, in the case certified as of the Borrower, Effective Date by the borrowing secretary or similar Officer of the Initial Term Loans hereunder, and that such resolutions have not been modified, rescinded or amended and are Person as being in full force and effect, (C) that the charter effect without modification or articles or certificate of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Documents or any other document delivered in connection herewith on behalf of such Loan Partyamendment; (iii) a certificate of another officer as to the Signature and incumbency and specimen signature certificates of the Secretary or Assistant Secretary Officers of such Person executing the certificate pursuant to clause (ii) above; (iv) executed originals (or photocopies with originals to follow after the Closing Date) of the Loan Documents to which such Person it is a party; (viv) [reserved]; (vi) executed copies Executed originals of this Agreement, the Acknowledgement and Consent, a counterpart to the Security Agreement, a counterpart to the Subsidiary Guaranty, a counterpart to the Environmental Indemnity, the First Amendment to Mortgage, the Acquisition Agreement Property Mortgage, the Financial Condition Certificate and any exhibits, schedules and documents related theretoother Loan Document not already delivered in connection with the closing under the Existing Credit Agreement or the initial funding thereunder; and (viiv) executed copies of all Related Documents Such other documents as in effect on the Closing Date, in each case in form and substance Administrative Agent may reasonably satisfactory to the Administrative Agentrequest.

Loan Party Documents. The On or before the Closing Date, Company shall, and shall cause each other Loan Party to, deliver to Lenders or to Administrative Agent shall have received the following from or with respect to each Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Closing Date: (i) A copy of the certificate or articles of incorporation or organization, including all amendments thereto, certified as of a recent date by either the Secretary of State of the state of its organization or such Governmental Authority, and, to the extent readily available with respect to franchise Taxes, a certificate certifying that such Loan Party has paid all franchise Taxes due and payable on or prior to the date of such certificate and such Loan Party is duly organized and in good standing under the laws of such jurisdiction; (ii) A certificate of the Secretary, Assistant Secretary or other Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto are true and complete copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of the applicable Loan Party as Party, together with a good standing certificate (or equivalent document, if applicable) from the Secretary of State of its jurisdiction of organization each dated a recent date prior to the Closing Date; (ii) copies of the Organizational Documents of Co-Borrower, certified by an Officer of the Co-Borrower, together (A) with an extract from the Luxembourg Trade and Companies Registry (the RCS) dated no earlier than the Closing Date, (B) a negative certificate (certificat négatif) issued by the RCS in effect respect of such Person, dated June 27, 2013, stating that on the Closing Date and at all times since a date on or day immediately prior to the date of issuance of the resolutions described in clause negative certificate, there were no records at the RCS of any court order regarding, amongst others, a (B1) belowbankruptcy adjudication against such Person, (B2) that attached thereto is a true and complete copy reprieve from payment (sursis de paiement), (3) controlled management (gestion contrôlée) or (4) composition with creditors (concordat préventif de faillite); (iii) resolutions of resolutions duly adopted by the Governing Body of such Loan Party Person approving and authorizing the execution, delivery and performance of the Loan Documents andto which it is a party, in the case certified as of the BorrowerClosing Date by the secretary or similar officer, the borrowing or a duly appointed signatory, of the Initial Term Loans hereunder, and that such resolutions have not been modified, rescinded or amended and are Person as being in full force and effect, (C) that the charter effect without modification or articles or certificate of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Documents or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) aboveamendment; (iv) signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; (v) executed originals (or photocopies with originals to follow after the Closing Date) of the Loan Documents to which such Person is a party; (v) [reserved];; and (vi) executed copies of the Acquisition Agreement and any exhibitsin relation to Co-Borrower, schedules and documents related thereto; and (vii) executed copies of all Related Documents as in effect a certification by an Officer that, on the Closing Date, in each case in form such Loan Party rents its own offices and substance reasonably satisfactory to does not fall within the Administrative Agentscope of the Luxembourg law of 31 May 1999, as amended, regarding the domiciliation of companies.

Loan Party Documents. The Administrative On or before the Closing Date, Company shall, and shall cause each other Loan Party to, deliver to Lenders (or to Agent shall have received with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following from or with respect to each Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Closing Date: (i) A copy Certified copies of the Certificate or Articles of Incorporation of such Person, together with a good standing certificate or articles of incorporation or organization, including all amendments thereto, certified as of a recent date by either from the Secretary of State of the its jurisdiction of incorporation and each other state of its organization or in which such Governmental Authority, Person is qualified as a foreign corporation to do business and, to the extent readily available with respect to franchise Taxesgenerally available, a certificate certifying that or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such Loan Party has paid all franchise Taxes due and payable on or jurisdictions, each dated a recent date prior to the date of such certificate and such Loan Party is duly organized and in good standing under the laws of such jurisdictionClosing Date; (ii) A certificate Copies of the SecretaryBylaws of such Person, Assistant Secretary or other Responsible Officer certified as of each Loan Party dated the Closing Date and certifying by such Person's corporate secretary or an assistant secretary; (Aiii) that attached thereto are true and complete copies Resolutions of the Organizational Documents Board of Directors of such Loan Party as in effect on the Closing Date Person approving and at all times since a date on or prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents andto which it is a party, in the case certified as of the Borrower, Closing Date by the borrowing corporate secretary or an assistant secretary of the Initial Term Loans hereunder, and that such resolutions have not been modified, rescinded or amended and are Person as being in full force and effect, (C) that the charter effect without modification or articles or certificate of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Documents or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) aboveamendment; (iv) executed originals (or photocopies with originals to follow after Signature and incumbency certificates of the Closing Date) officers of such Person executing the Loan Documents to which such Person it is a party; (v) [reserved]; Executed originals of this Agreement, the Notes (viduly executed in accordance with subsection 2.1E, drawn to the order of each Lender and Swing Line Lender and with appropriate insertions) and the other Loan Documents to be executed copies of the Acquisition Agreement and any exhibits, schedules and documents related thereto; and (vii) executed copies of all Related Documents as in effect on the Closing Date, including without limitation the Master Assignment Agreement, substantially in the form of Exhibit XIV annexed hereto, executed by the Company and the ----------- Acknowledgement and Consent, substantially in the form of Exhibit XIII ------------ annexed hereto, executed by the Company and each case in form and substance of the other Loan Parties; and (vi) Such other documents as Agent may reasonably satisfactory to the Administrative Agentrequest.