Organization Documents of the Collateral Agent. The Agent shall have received: (i) a copy of the Organizational Documents of the Collateral Agent, certified as of a recent date by the Secretary of State of its state of organization, and a certificate as to the good standing of the Collateral Agent, from such Secretary of State, as of a recent date; (ii) a certificate of the Secretary or Assistant Secretary of the Collateral Agent dated the Amendment Closing Date and certifying (A) that the certificate or articles of incorporation or other Organizational Documents, as applicable, of the Collateral Agent have not been amended since the date of the last amendment thereto shown on the related certificate furnished pursuant to clause (i) above; (B) that attached thereto is a true and complete copy of the agreement of limited partnership, operating agreement or by-laws of the Collateral Agent, as in effect on the Amendment Closing Date and at all times since a date prior to the date of the resolutions described in clause (C) below, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or other governing body of the Collateral Agent authorizing the execution, delivery and performance of the Amended Loan Documents to which it is to be a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and (D) as to the incumbency and specimen signature of each officer executing any Amended Loan Document or any other document delivered in connection herewith or therewith on behalf of the Collateral Agent; (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; and (iv) such other documents as the Agent or Xxxxx Xxxxx LLP, counsel for the Agent, may reasonably request.
