Common use of Organization Documents Clause in Contracts

Organization Documents. The Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicable; (ii) a certificate as to the good standing (or comparable status) of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that, in the case of any Borrower and any Guarantor, the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents as in effect on the Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of any Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.

Organization Documents. The After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicable; (ii) a certificate as to the good standing (or comparable status) of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that, in the case of any Borrower and any Guarantor, that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above (to the extent applicable in the relevant Loan Party’s jurisdiction) and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents as in effect on the Closing DateDate and at all times since the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of any Borrowerthe Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.

Organization Documents. The After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicable; (ii) a certificate as to the good standing (or comparable status) of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that, in the case of any the Borrower and any Domestic Guarantor, the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents as in effect on the Closing DateDate and at all times since the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of any the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.

Organization Documents. The After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicable; (ii) a certificate as to the good standing (or comparable status) of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that, in the case of any the U.S. Borrower and any Domestic Guarantor, the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents as in effect on the Closing DateDate and at all times since the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of any the U.S. Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.

Organization Documents. The After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization organization, and a certificate as to the extent applicablegood standing (or comparable status) of each Loan Party from such Secretary of State, as of a recent date; (ii) a certificate as to the good standing (or comparable status) of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organizationState, as of a recent date; (iii) a certificate as to the good standing (or comparable status) of each Loan Party, as of a recent date, from the Secretary of State or other applicable authority of its respective jurisdiction of organization and from each other state in which such Loan Party is qualified or is required to be qualified to do business except those states wherein the failure to be qualified to do business would not reasonably be expected to have a Material Adverse Effect; (iv) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that, in the case of any Borrower and any Guarantor, that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents agreement of limited partnership, operating agreement or by-laws of such Loan Party, as applicable, as in effect on the Closing DateDate 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 board of Directors (directors or equivalent other governing body) body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of any the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan Document; and (ivv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iiiiv) above.

Organization Documents. The Administrative After giving effect to the transactions contemplated by the Transaction Documents, the ownership, capital, corporate, organizational and legal structure of each Facility Party shall be reasonably satisfactory to the Lenders, and the Agent shall have received: (i) a copy of the Organization DocumentsOrganizational Documents of Trinity, including all amendments thereto, of each Loan PartyFacility Party and the Marks Company, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction state of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable status) of Trinity, each Loan Facility Party and the Marks Company, from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organizationState, as of a recent date; (iiiii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of Trinity, each Loan Facility Party and the Marks Company dated the Closing Date and certifying (A) thatthat the certificate or articles of incorporation or other Organizational Documents, in as applicable, of Trinity, such Facility Party or the case of any Borrower and any GuarantorMarks Company, the Organization Documents of such Loan Party as applicable, have not been amended since the date of the last amendment thereto shown on the related certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (iii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents agreement of limited partnership, operating agreement or by-laws of Trinity, such Facility Party or the Marks Company, as applicable, as in effect on the Closing DateDate 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 board of Directors (directors or equivalent other governing body) body of Trinity, such Loan Facility Party or the Marks Company, as applicable, authorizing the execution, delivery and performance of the Loan Transaction Documents to which it is to be a party and, in the case of any the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan DocumentTransaction Document or any other document delivered in connection herewith or therewith on behalf of Trinity, such Facility Party or the Marks Company; and (iviii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iiiii) above; and (iv) such other documents as the Agent or Xxxxx Xxxxx LLP, counsel for the Agent, may reasonably request.

Organization Documents. The Administrative Agent shall have received: received (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified certified, if applicable, as of a recent date by the Secretary of State or other applicable Governmental Authority of the state of its respective jurisdiction of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable statuscertificate under applicable law (where relevant) of each Loan Party as of a recent date, from such Secretary of State or other applicable similar Governmental Authority of its respective jurisdiction of organization, as of a recent date; and (iiiii) a certificate of the Secretary or Assistant Secretary or other the Permanent Representative or an authorized signatory or a comparable officer under applicable Responsible Officer law of each Loan Party dated the Closing Date and certifying (where relevant) (A) thatthat attached thereto is a true and complete copy of the Organization Documents of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or board of managers (or equivalent governing body) of such Loan Party or, with respect to the Lead Borrower, by its general partner, authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of any Borrower the Borrowers, the borrowings hereunder, and any Guarantorthat such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) (save in respect of each Luxembourg Loan Party) that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization certificate under applicable law furnished pursuant to clause (iii) above and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents as in effect on the Closing Dateabove, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of any Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; and (D) as to (if applicable) the incumbency and specimen signature of each Responsible Officer officer or manager or authorized signatory or Permanent Representative executing any Loan Document; Document on behalf of such Loan Party and (iv) a certificate of countersigned by another officer or manager as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other comparable officer under applicable Responsible Officer law executing the certificate pursuant to clause (iiiii) above, (E) if required by the articles of association or laws of the jurisdiction of its incorporation or organization of any Loan Party (if applicable) or in the context of any pledge of shares granted over the shares in the capital in any Loan Party, a copy of a resolution of the general meeting or a resolution in writing signed by all the holders of the issued shares (if applicable) of that company, (F) if applicable, a copy of a resolution signed by the supervisory board of the relevant Loan Party, (G) if applicable, an unconditional positive advice from each relevant works’ council including the request for advice and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.

Organization Documents. The Administrative After giving effect to the transactions contemplated by the Transaction Documents, the ownership, capital, corporate, organizational and legal structure of each Facility Party shall be reasonably satisfactory to the Lenders, and the Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, Organizational Documents of each Loan Seller, each Facility Party, the Collateral Agent, and the Marks Company, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction state of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable status) of each Loan Party Seller, each Facility Party, and the Marks Company, from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organizationState, as of a recent date; (iiiii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party Seller, each Facility Party, the Collateral Agent, and the Marks Company dated the Closing Date and certifying (A) thatthat the certificate of formation or articles of incorporation or other Organizational Documents, in the case as applicable, of any Borrower and any Guarantoreach Seller, such Facility Party, the Organization Documents of such Loan Party Collateral Agent, or the Marks Company, as applicable, have not been amended since the date of the last amendment thereto shown on the related certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (iii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents operating agreement or by-laws of each Seller, such Facility Party, the Collateral Agent, or the Marks Company, as applicable, as in effect on the Closing DateDate 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 board of Directors (directors or equivalent other governing body) body of each Seller, such Loan Party Facility Party, the Collateral Agent, or the Marks Company, as applicable, authorizing the execution, delivery and performance of the Loan Transaction Documents to which it is to be a party and, in the case of any the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan DocumentTransaction Document or any other document delivered in connection herewith or therewith on behalf of each Seller, such Facility Party, the Collateral Agent, or the Marks Company; and (iviii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iiiii) above; and (iv) such other documents as the Agent or Xxxxx Xxxxx LLP, counsel for the Agent, may reasonably request.

Organization Documents. The After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: (i) a copy of the Organization Documents, - 76 - including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable status) of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organizationState, as of a recent date; (ii) a certificate as to the good standing (or comparable status) of each Loan Party, as of a recent date, from the Secretary of State or other applicable authority of its respective jurisdiction of organization and from each other state in which such Loan Party is qualified or is required to be qualified to do business except those states wherein the failure to be qualified to do business would not reasonably be expected to have a Material Adverse Effect; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that, in the case of any Borrower and any Guarantor, that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause CLAUSE (ii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents agreement of limited partnership, operating agreement or by-laws of such Loan Party, as applicable, as in effect on the Closing DateDate 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 board of Directors (directors or equivalent other governing body) body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of any Borrowerthe Company, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause CLAUSE (iii) above.

Organization Documents. The Administrative Agent shall have received: received (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified certified, if applicable, as of a recent date by the Secretary of State or other applicable Governmental Authority of the state of its respective jurisdiction of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable statuscertificate under applicable law (where relevant) of each Loan Party as of a recent date, from such Secretary of State or other applicable similar Governmental Authority of its respective jurisdiction of organization, as of a recent date; and (iiiii) a certificate of the Secretary or Assistant Secretary or other comparable officer under applicable Responsible Officer law or director of each Loan Party dated the Closing Date and certifying (where relevant) (A) thatthat attached thereto is a true and complete copy of the Organization Documents of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of any Borrower the Borrower, the borrowings hereunder, and any Guarantorthat such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization certificate under applicable law furnished pursuant to clause (iii) above and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents as in effect on the Closing Dateabove, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of any Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; and (D) as to (if applicable) the incumbency and specimen signature of each Responsible Officer officer executing any Loan Document; Document on behalf of such Loan Party and (iv) a certificate of countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other comparable officer under applicable Responsible Officer law executing the certificate pursuant to clause (iiiii) aboveabove and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.

Organization Documents. The Administrative Agent shall have received: received (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified certified, if applicable, as of a recent date by the Secretary of State or other applicable Governmental Authority of the state of its respective jurisdiction of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable statuscertificate under applicable law (where relevant) of each Loan Party as of a recent date, from such Secretary of State or other applicable similar Governmental Authority of its respective jurisdiction of organization, as of a recent date; and (iiiii) a certificate of the Secretary or Assistant Secretary or other the Permanent Representative or an authorized signatory or a comparable officer under applicable Responsible Officer law of each Loan Party dated the Closing Date and certifying (where relevant) (A) thatthat attached thereto is a true and complete copy of the Organization Documents of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or board of managers (or equivalent governing body) of such Loan Party or, with respect to the Lead Borrower, by its general partner, authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of any Borrower the Borrowers, the borrowings hereunder, and any Guarantorthat such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) (save in respect of each Luxembourg Loan Party) that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization certificate under applicable law furnished pursuant to clause (iii) above and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents as in effect on the Closing Dateabove, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of any Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; and (D) as to (if applicable) the incumbency and specimen signature of each Responsible Officer officer or manager or authorized signatory or Permanent Representative executing any Loan Document; Document on behalf of such Loan Party and (iv) a certificate of countersigned by another officer or manager as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other comparable officer under applicable Responsible Officer law executing the certificate pursuant to clause (iiiii) above, (E) if required by the articles of association or laws of the jurisdiction of its incorporation or organization of any Loan Party (if applicable) or in the context of any pledge of shares granted over the shares in the capital in any Loan Party, a copy of a resolution of the general meeting or a resolution in writing signed by all the holders of the issued shares (if applicable) of that company, (F) if applicable, a copy of a resolution signed by the supervisory board of the relevant Loan Party, (G) if applicable, an unconditional positive advice from each relevant works' council including the request for advice and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.

Organization Documents. The After giving effect to the transactions contemplated hereby (including the Acquisition), the Administrative Agent shall have received: received (i) a copy of the Organization Documentscertificate of incorporation, memorandum of association or articles of incorporation and all applicable, if any, certificates of incorporation on a change of name or certificates of re-registration or other formation documents, including all amendments thereto, of each Loan PartyParty (including the Target and each of its Subsidiaries that are not Excluded Subsidiaries (collectively, the “Venus Guarantors”)) (other than any Foreign Subsidiary) as of the Amendment No. 9 Effective Date, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of the state of its respective jurisdiction organization, and a certificate as to or of organization compliance evidencing (to the extent applicablethe concept is applicable in such jurisdiction) the good standing of each such Loan Party as of a recent date, from such Secretary of State; (ii) a certificate as to of the good standing (secretary or comparable status) assistant secretary of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party Amendment No. 9 Effective Date dated the Closing Amendment No. 9 Effective Date and certifying (A) thatthat attached thereto is a true and complete copy of the by-laws (or similar governing documentation) of such Loan Party as in effect on the Amendment No. 9 Effective Date and at all times since a date prior to the date of the resolutions described in sub-clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or similar governing body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party (in the case of the Borrower), the borrowings hereunder (in the case of each such Loan Party), the granting of the Liens contemplated to be granted by it under the Collateral Documents and (in the case of each Guarantor) the Guaranteeing of the Secured Obligations as contemplated by this Amendment and the Amended Credit Agreement, joinders to any Borrower Loan Documents, and any Guarantorother documents required to be executed by such Loan Party pursuant to this Section 4 (the “Amendment Documents”), and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) if applicable, that the Organization Documents certificate or articles of incorporation or other formation documents 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 sub-clause (i) above (in which case such certification will be delivered in lieu of the documentation requested pursuant to sub-clause (i) above and such certification is hereby deemed to satisfy the requirements of sub-clause (i) of this clause (f)) or comparable status from where a certificate of good standing is not applicable in its jurisdiction of organization furnished pursuant incorporation that attach a true, up to clause (ii) above date and remains in full force and effect; (B) that attached thereto is a true and complete correct copy of the Organization Documents as in effect on the Closing Date, (C) that attached thereto is a true and complete copy certificate or articles of resolutions duly adopted by the Board incorporation or other formation documents of Directors (or equivalent governing body) of such each Loan Party authorizing the executionduly certified as being true, delivery up to date and performance of the Loan Documents to which it is to be a party and, in the case of any Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; correct and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Amendment Document or any other document delivered in connection herewith on behalf of such Loan DocumentParty; and (iviii) a certificate of another officer as to the incumbency and specimen signature of the Secretary secretary or Assistant Secretary assistant secretary (or other applicable Responsible Officer manager or director, if applicable) executing the certificate pursuant to clause (iiiii) above.

Organization Documents. The After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization organization, and a certificate as to the extent applicablegood standing of each Loan Party from such Secretary of State, as of a recent date; (ii) a certificate as to the good standing (or comparable status) of each Loan Party Party, as of a recent date, from such the Secretary of State or other applicable Governmental Authority authority of its respective jurisdiction of organization, as of a recent dateorganization and from each other state in which such Loan Party is qualified or is required to be qualified to do business; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that, in the case of any Borrower and any Guarantor, that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents agreement of limited partnership, operating agreement or by-laws of such Loan Party, as applicable, as in effect on the Closing DateDate 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 board of Directors (directors or equivalent other governing body) body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of any the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above; and (v) such other corporate or other constitutive or organizational documents as the Administrative Agent, the Syndication Agent or Fried Xxxxx Xxxxxx Xxxxxxx & Xxxxxxxx, LLP, counsel for the Administrative Agent, may reasonably request.

Organization Documents. The After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: received (i) a copy of the Organization Documentscertificate of incorporation, memorandum of association or articles of incorporation and all applicable, if any, certificates of incorporation on a change of name or certificates of re-registration or other formation documents, including all amendments thereto, of each Loan PartyParty as of the Amendment No. 7 Effective Date, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of the state of its respective jurisdiction organization, and a certificate as to or of organization compliance evidencing (to the extent applicablethe concept is applicable in such jurisdiction) the good standing of each such Loan Party as of a recent date, from such Secretary of State; (ii) a certificate as to of the good standing (secretary or comparable status) assistant secretary of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party Amendment No. 7 Effective Date dated the Closing Amendment No. 7 Effective Date and certifying (A) thatthat attached thereto is a true and complete copy of the by-laws (or similar governing documentation) of such Loan Party as in effect on the Amendment No. 7 Effective Date and at all times since a date prior to the date of the resolutions described in sub-clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or similar governing body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party (in the case of the Borrower), the borrowings hereunder (in the case of each such Loan Party), the granting of the Liens contemplated to be granted by it under the Collateral Documents and (in the case of each Guarantor) the Guaranteeing of the Secured Obligations as contemplated by this Amendment and the Amended Credit Agreement, joinders to any Borrower Loan Documents, and any Guarantorother documents required to be executed by such Loan Party pursuant to this Section 4 (the “Amendment Documents”), and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) if applicable, that the Organization Documents certificate or articles of incorporation or other formation documents 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 sub-clause (i) above (in which case such certification will be delivered in lieu of the documentation requested pursuant to sub-clause (i) above and such certification is hereby deemed to satisfy the requirements of sub-clause (i) of this clause (f)) or comparable status from where a certificate of good standing is not applicable in its jurisdiction of organization furnished pursuant incorporation that attach a true, up to clause (ii) above date and remains in full force and effect; (B) that attached thereto is a true and complete correct copy of the Organization Documents as in effect on the Closing Date, (C) that attached thereto is a true and complete copy certificate or articles of resolutions duly adopted by the Board incorporation or other formation documents of Directors (or equivalent governing body) of such each Loan Party authorizing the executionduly certified as being true, delivery up to date and performance of the Loan Documents to which it is to be a party and, in the case of any Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; correct and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Amendment Document or any other document delivered in connection herewith on behalf of such Loan DocumentParty; and (iviii) a certificate of another officer as to the incumbency and specimen signature of the Secretary secretary or Assistant Secretary assistant secretary (or other applicable Responsible Officer manager or director, if applicable) executing the certificate pursuant to clause (iiiii) above.

Organization Documents. The Administrative After giving effect to the transactions contemplated by the Transaction Documents, the ownership, capital, corporate, organizational and legal structure of each Facility Party shall be reasonably satisfactory to the Lenders, and the Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, Organizational Documents of each Loan Facility Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction state of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable status) of each Loan Party Facility Party, from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organizationState, as of a recent date; (iiiii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Facility Party dated the Closing Restatement Effective Date and certifying (A) thatthat the Organizational Documents, in the case of any Borrower and any Guarantoras applicable, the Organization Documents of such Loan Facility Party have not been amended since the date of the last amendment thereto shown on the related certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (iii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents agreement of limited partnership, operating agreement or by-laws of such Facility Party as in effect on the Closing DateRestatement Effective 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 board of Directors (directors or equivalent other governing body) body of such Loan Facility Party authorizing the execution, delivery and performance of the Loan Transaction Documents to which it is to be a party and, in the case of any the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan DocumentTransaction Document or any other document delivered in connection herewith or therewith on behalf of such Facility Party; and (iviii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iiiii) above; and (iv) such other documents as the Agent or Squire Xxxxxx Xxxxx (US) LLP, counsel for the Agent, may reasonably request.

Organization Documents. The Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization organization, and a certificate as to the extent applicablegood standing of each Loan Party from such Secretary of State, as of a recent date; (ii) a certificate as to the good standing (or comparable status) of each Loan Party Party, as of a recent date, from such the Secretary of State or other applicable Governmental Authority authority of its respective jurisdiction of organization, as of a recent dateorganization and from each other state in which such Loan Party is qualified or is required to be qualified to do business; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that, in the case of any Borrower and any Guarantor, that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents agreement of limited partnership, operating agreement or by-laws of such Loan Party, as applicable, as in effect on the Closing DateDate 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 board of Directors (directors or equivalent other governing body) body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of any the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan DocumentDocument or any other document delivered in connection herewith on behalf of such Loan Party; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.;

Organization Documents. The Administrative After giving effect to the transactions contemplated by the Transaction Documents, the ownership, capital, corporate, organizational and legal structure of each Facility Party shall be reasonably satisfactory to the Lenders, and the Agent shall have received: (i) a copy of the Organization DocumentsOrganizational Documents of Trinity, including all amendments theretoeach Facility Party, of each Loan PartyPartner, the -45- Partnership and the Marks Company, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction state of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable status) of Trinity, each Loan Party Facility Party, each Partner, the Partnership and the Marks Company, from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organizationState, as of a recent date; (iiiii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of Trinity, each Loan Party Facility Party, each Partner, the Partnership and the Marks Company dated the Closing Date and certifying (A) thatthat the certificate or articles of incorporation or other Organizational Documents, in the case as applicable, of any Borrower and any GuarantorTrinity, such Facility Party, each Partner, the Organization Documents of such Loan Party Partnership or the Marks Company, as applicable, have not been amended since the date of the last amendment thereto shown on the related certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (iii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents agreement of limited partnership, operating agreement or by-laws of Trinity, such Facility Party, each Partner, the Partnership or the Marks Company, as applicable, as in effect on the Closing DateDate 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 board of Directors (directors or equivalent other governing body) body of Trinity, such Loan Party Facility Party, each Partner, the Partnership or the Marks Company, as applicable, authorizing the execution, delivery and performance of the Loan Transaction Documents to which it is to be a party and, in the case of any the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan DocumentTransaction Document or any other document delivered in connection herewith or therewith on behalf of Trinity, such Facility Party, each Partner, the Partnership or the Marks Company; and (iviii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iiiii) above; and (iv) such other documents as the Agent or Mayer, Brown, Rowe & Maw, counsel for the Agent, may reasonably request.

Organization Documents. The After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicable; (ii) a certificate as to the good standing (or comparable status) of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Restatement Effective Date and certifying (A) that, in the case of any the Borrower and any Domestic Guarantor, the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents as in effect on the Closing Date, (C) that attached thereto is a true Restatement Effective Date and complete copy of resolutions duly adopted by at all times since the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance date of the Loan Documents to which it is to be a party and, resolutions described in the case of any Borrower, the borrowings hereunder, and Section 4.01(b)(C) or certifying that such resolutions Organization Documents have not been modifiedamended since such date, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; and (DC) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.

Organization Documents. The After giving effect to the transactions contemplated hereby (including the Acquisition), the Administrative Agent shall have received: received (i) a copy of the Organization Documentscertificate of incorporation, memorandum of association or articles of incorporation and all applicable, if any, certificates of incorporation on a change of name or certificates of re-registration or other formation documents, including all amendments thereto, of each Loan PartyParty (including the Target and each of its Subsidiaries that are not Excluded Subsidiaries (collectively, the “Raptor Guarantors”)) (other than any Foreign Subsidiary) as of the Amendment No. 1 Effective Date, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of the state of its respective jurisdiction organization, and a certificate as to or of organization compliance evidencing (to the extent applicablethe concept is applicable in such jurisdiction) the good standing of each such Loan Party as of a recent date, from such Secretary of State; (ii) a certificate as to of the good standing (secretary or comparable status) assistant secretary of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party Amendment No. 1 Effective Date dated the Closing Amendment No. 1 Effective Date and certifying (A) thatthat attached thereto is a true and complete copy of the by-laws (or similar governing documentation) of such Loan Party as in effect on the Amendment No. 1 Effective Date and at all times since a date 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 or similar governing body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party (in the case of any the Borrower and any GuarantorHPUI), the Organization borrowings hereunder (in the case of each such Loan Party), the granting of the Liens contemplated to be granted by it under the Collateral Documents and (in the case of each Guarantor) the Guaranteeing of the Secured Obligations as contemplated by this Amendment and the Amended Credit Agreement, joinders to any Loan Documents, and any other documents required to be executed by such Loan Party pursuant to this Section 4 (the “Amendment Documents”), and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) if applicable, that the certificate or articles of incorporation or other formation documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (iii) above or where a certificate of good standing is not applicable in its jurisdiction of incorporation that attach a true, up to date and remains in full force and effect; (B) that attached thereto is a true and complete correct copy of the Organization Documents as in effect on the Closing Date, (C) that attached thereto is a true and complete copy certificate or articles of resolutions duly adopted by the Board incorporation or other formation documents of Directors (or equivalent governing body) of such each Loan Party authorizing the executionduly certified as being true, delivery up to date and performance of the Loan Documents to which it is to be a party and, in the case of any Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; correct and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Amendment Document or any other document delivered in connection herewith on behalf of such Loan DocumentParty; and (iviii) a certificate of another officer as to the incumbency and specimen signature of the Secretary secretary or Assistant Secretary assistant secretary (or other applicable Responsible Officer manager or director, if applicable) executing the certificate pursuant to clause (iiiii) above.

Organization Documents. The After giving effect to the transactions contemplated hereby (including the Celator Acquisition), the Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan PartyParty (including Celator and each of its Subsidiaries that are not Excluded Subsidiaries (collectively, the “Celator Guarantors”)), certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicable; (ii) a certificate as to the good standing (or comparable status) of each Loan Party (including each Celator Guarantor) from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party (including each Celator Guarantor) dated the Closing Amendment No. 1 Effective Date and certifying (A) that, in the case of any Borrower and any Guarantor, that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above (to the extent applicable in the relevant Loan Party’s jurisdiction) and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents as in effect on the Closing DateAmendment No. 1 Effective Date and at all times since the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the this Amendment, joinders to any Loan Documents to which it is Documents, and any other documents required to be a party executed by such Loan Party pursuant to this Section 5 (the “Amendment Documents”) and, in the case of any Borrowerthe Borrowers, the borrowings hereunderunder the Amended Credit Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Amendment Documents; and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Amendment Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.

Organization Documents. The Lenders and the Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicableorganization; (ii) a certificate as to the good standing (or comparable status) of each Loan Party Party, as of a recent date, from such the Secretary of State or other applicable Governmental Authority authority of its respective jurisdiction of organizationorganization and from each other state in which such Loan Party is qualified or is required to be qualified to do business, together in each case, to the extent generally available, with a certificate or other evidence of good standing as to payment of a recent dateany applicable franchise or similar taxes from the appropriate taxing authority of each such jurisdiction; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that, in the case of any Borrower and any Guarantor, that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate from the Secretary of good standing or comparable status from State of its jurisdiction of organization furnished pursuant to clause (iii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents agreement of limited partnership, operating agreement or by-laws of such Loan Party, as applicable, as in effect on the Closing DateDate 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 board of Directors (directors or equivalent other governing body) body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of any the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan DocumentDocument or any other document delivered in connection herewith on behalf of such Loan Party; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above; and (v) such other corporate or other constitutive or organizational documents as the Lenders or counsel for the Lenders may reasonably request.

Organization Documents. The Administrative Agent shall have received: received (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified certified, if applicable, as of a recent date by the Secretary of State or other applicable Governmental Authority of the state of its respective jurisdiction of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable statuscertificate under applicable law (where relevant) of each Loan Party as of a recent date, from such Secretary of State or other applicable similar Governmental Authority of its respective jurisdiction of organization, as of a recent date; and (iiiii) a certificate of the Secretary or Assistant Secretary or other the Permanent Representative or an authorized signatory or a comparable officer under applicable Responsible Officer law of each Loan Party dated the Closing Date and certifying (where relevant) (A) thatthat attached thereto is a true and complete copy of the Organization Documents of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or board of managers (or equivalent governing body) of such Loan Party or, with respect to the Lead Borrower, by its general partner, authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of any Borrower the Borrowers, the borrowings hereunder, and any Guarantorthat such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) (save in respect of each Luxembourg Loan Party) that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization certificate under applicable law furnished pursuant to clause (iii) above and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents as in effect on the Closing Dateabove, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of any Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; and (D) as to (if applicable) the incumbency and specimen signature of each Responsible Officer officer or manager or authorized signatory or Permanent Representative executing any Loan Document; Document on behalf of such Loan Party and (iv) a certificate of countersigned by another officer or manager as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other comparable officer under applicable Responsible Officer law executing the certificate pursuant to clause (iiiii) above, (E) if required by the articles of association of any Loan Party (if applicable) or in the context of any pledge of shares granted over the shares in the capital in any Loan Party, a copy of a resolution of the general meeting of that company, (F) if applicable, a copy of a resolution signed by the supervisory board of the relevant Loan Party, (G) if applicable, an unconditional positive advice from each relevant works’ council including the request for advice and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.

Organization Documents. The Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction state of organization organization, and a certificate as to the extent applicablegood standing of each Loan Party from such Secretary of State, as of a recent date; (ii) a certificate as to the good standing (or comparable status) of each Loan Party Party, as of a recent date, from such the Secretary of State or other applicable Governmental Authority authority of its respective jurisdiction of organizationorganization and from each other state in which such Loan Party is qualified or is required to be qualified to do business, together in each case, to the extent generally available, with a certificate or other evidence of good standing as to payment of a recent dateany applicable franchise or similar taxes from the appropriate taxing authority of each such jurisdiction; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that, in the case of any Borrower and any Guarantor, that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (iii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents agreement of limited partnership, operating agreement or by-laws of such Loan Party, as applicable, as in effect on the Closing DateDate 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 board of Directors (directors or equivalent other governing body) body of such Loan Party authorizing the execution, delivery and performance of the Term Loan Documents to which it is to be a party and, in the case of any Borrowerthe Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Term Loan DocumentDocument or any other document delivered in connection herewith on behalf of such Loan Party; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.

Organization Documents. The Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicableorganization; (ii) a certificate as to the good standing (or comparable status) of each Loan Party Party, as of a recent date, from such the Secretary of State or other applicable Governmental Authority authority of its respective jurisdiction of organization, as of a recent dateorganization and from each other state in which such Loan Party is qualified or is required to be qualified to do business; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that, in the case of any Borrower and any Guarantor, that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents agreement of limited partnership, operating agreement or by-laws of such Loan Party, as applicable, as in effect on the Closing DateDate 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 board of Directors (directors or equivalent other governing body) body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of any the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above; and (v) such other corporate or other constitutive or organizational documents as the Administrative Agent, the Syndication Agent or Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel for the Administrative Agent, may reasonably request.

Organization Documents. The After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicable; (ii) a certificate as to the good standing (or comparable status) of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Secretary, Assistant Secretary Secretary, General Counsel or other applicable Responsible Officer of each Loan Party dated the Closing Amendment No. 2 Effective Date and certifying (A) that, in the case of any Borrower and any Guarantor, that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above (to the extent applicable in the relevant Loan Party’s jurisdiction) and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents as in effect on the Closing DateAmendment No. 2 Effective Date and at all times since the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the this Amendment, joinders to any Loan Documents to which it is Documents, and any other documents required to be a party executed by such Loan Party pursuant to this Section 5 (the “Amendment Documents”) and, in the case of any Borrowerthe Borrowers, the borrowings hereunderunder the Amended Credit Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Amendment Documents; and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Amendment Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary Secretary, or Assistant Secretary Secretary, General Counsel or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.

Organization Documents. The Administrative Agent shall have received: (i) a copy of the Organization DocumentsDocuments of the Borrower, including all amendments thereto, of TILC and each Loan PartySeller, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction state of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable status) of the Borrower, TILC and each Loan Party Seller, from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organizationState, as of a recent date; (iiiii) a certificate of the Secretary or Assistant Secretary or other applicable a Responsible Officer of the Borrower, TILC and each Loan Party Seller, dated the Closing Date and certifying (A) thatthat the certificate of formation or articles of incorporation or other Organization Documents, in as applicable, of the case of any Borrower Borrower, TILC and any Guarantor, the Organization Documents of such Loan Party each Seller have not been amended since the date of the last amendment thereto shown on the related certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (iii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents operating agreement or by-laws (or their equivalent) of the Borrower, TILC and each Seller, as applicable, as in effect on the Closing Date, 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 board of Directors (directors or equivalent other governing body) body of such Loan Party the Borrower, TILC and each Seller, as applicable, authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of any the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan DocumentDocument or any other document delivered in connection herewith or therewith on behalf of the Borrower, TILC and each Seller; and (ivE) solely with respect to the Borrower, the representations and warranties made by the Borrower in any Loan Document to which it is a party are true and correct in all material respects at and as if made as of such date except to the extent they expressly relate to an earlier date, and that no Trigger Event, violation of any Concentration Limit, Default, Event of Default or Servicer Replacement Event exists or is continuing either prior to or immediately after giving effect to the making of the Loans (and the application of the proceeds thereof); and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iiiii) above.

Organization Documents. The After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable status) of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organizationState, as of a recent date; (ii) a certificate as to the good standing (or comparable status) of each Loan Party, as of a recent date, from the Secretary of State or other applicable authority of its respective jurisdiction of organization and from each other state in which such Loan Party is qualified or is required to be qualified to do business except those states wherein the failure to be qualified to do business would not reasonably be expected to have a Material Adverse Effect; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that, in the case of any Borrower and any Guarantor, that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause CLAUSE (iiII) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents agreement of limited partnership, operating agreement or by-laws of such Loan Party, as applicable, as in effect on the Closing DateDate 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 board of Directors (directors or equivalent other governing body) body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of any Borrowerthe Company, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause CLAUSE (iiiIII) above.

Organization Documents. The After giving effect to the transactions contemplated hereby, the Administrative Agent shall have received: received (i) a copy of the Organization Documentscertificate of incorporation, memorandum of association or articles of incorporation and all applicable, if any, certificates of incorporation on a change of name or certificates of re-registration or other formation documents, including all amendments thereto, of each Loan PartyParty as of the Amendment No. 3 Effective Date, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of the state of its respective jurisdiction organization, and a certificate as to or of organization compliance evidencing (to the extent applicablethe concept is applicable in such jurisdiction) the good standing of each such Loan Party as of a recent date, from such Secretary of State; (ii) a certificate as to of the good standing (secretary or comparable status) assistant secretary of each Loan Party from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party Amendment No. 3 Effective Date dated the Closing Amendment No. 3 Effective Date and certifying (A) thatthat attached thereto is a true and complete copy of the by-laws (or similar governing documentation) of such Loan Party as in effect on the Amendment No. 3 Effective Date and at all times since a date prior to the date of the resolutions described in sub-clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or similar governing body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party (in the case of any the Borrower and any GuarantorHPUI), the Organization borrowings hereunder (in the case of each such Loan Party), the granting of the Liens contemplated to be granted by it under the Collateral Documents and (in the case of each Guarantor) the Guaranteeing of the Secured Obligations as contemplated by this Amendment and the Amended Credit Agreement, joinders to any Loan Documents, and any other documents required to be executed by such Loan Party pursuant to this Section 4 (the “Amendment Documents”), and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) if applicable, that the certificate or articles of incorporation or other formation documents 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 sub-clause (i) above (in which case such certification will be delivered in lieu of the documentation requested pursuant to sub- clause (i) above and such certification is hereby deemed to satisfy the requirements of sub-clause (i) of this clause (f)) or comparable status from where a certificate of good standing is not applicable in its jurisdiction of organization furnished pursuant incorporation that attach a true, up to clause (ii) above date and remains in full force and effect; (B) that attached thereto is a true and complete correct copy of the Organization Documents as in effect on the Closing Date, (C) that attached thereto is a true and complete copy certificate or articles of resolutions duly adopted by the Board incorporation or other formation documents of Directors (or equivalent governing body) of such each Loan Party authorizing the executionduly certified as being true, delivery up to date and performance of the Loan Documents to which it is to be a party and, in the case of any Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; correct and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Amendment Document or any other document delivered in connection herewith on behalf of such Loan DocumentParty; and (iviii) a certificate of another officer as to the incumbency and specimen signature of the Secretary secretary or Assistant Secretary assistant secretary (or other applicable Responsible Officer manager or director, if applicable) executing the certificate pursuant to clause (iiiii) above.

Organization Documents. The Administrative Agent shall have received: received (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified certified, if applicable, as of a recent date by the Secretary of State or other applicable Governmental Authority of the state of its respective jurisdiction of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable statuscertificate under applicable law (where relevant) of each Loan Party as of a recent date, from such Secretary of State or other applicable similar Governmental Authority of its respective jurisdiction of organization, as of a recent date; and (iiiii) a certificate of the Secretary or Assistant Secretary or other the Permanent Representative or an authorized signatory or a comparable officer under applicable Responsible Officer law of each Loan Party dated the Closing Date and certifying (where relevant) (A) thatthat attached thereto is a true ​ 130 ​ 133055744_29 ​ and complete copy of the Organization Documents of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or board of managers (or equivalent governing body) of such Loan Party or, with respect to the Lead Borrower, by its general partner, authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of any Borrower the Borrowers, the borrowings hereunder, and any Guarantorthat such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) (save in respect of each Luxembourg Loan Party) that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization certificate under applicable law furnished pursuant to clause (iii) above and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents as in effect on the Closing Dateabove, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of any Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documents; and (D) as to (if applicable) the incumbency and specimen signature of each Responsible Officer officer or manager or authorized signatory or Permanent Representative executing any Loan Document; Document on behalf of such Loan Party and (iv) a certificate of countersigned by another officer or manager as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other comparable officer under applicable Responsible Officer law executing the certificate pursuant to clause (iiiii) above, (E) if required by the articles of association or laws of the jurisdiction of its incorporation or organization of any Loan Party (if applicable) or in the context of any pledge of shares granted over the shares in the capital in any Loan Party, a copy of a resolution of the general meeting or a resolution in writing signed by all the holders of the issued shares (if applicable) of that company, (F) if applicable, a copy of a resolution signed by the supervisory board of the relevant Loan Party, (G) if applicable, an unconditional positive advice from each relevant works' council including the request for advice and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.

Organization Documents. The Administrative After giving effect to the transactions contemplated by the Transaction Documents, the ownership, capital, corporate, organizational and legal structure of each Facility Party shall be reasonably satisfactory to the Lenders, and the Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, Organizational Documents of each Loan Facility Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction state of organization to the extent applicable; (ii) organization, and a certificate as to the good standing (or comparable status) of each Loan Party Facility Party, from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organizationState, as of a recent date; (iiiii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Facility Party dated the Closing Date and certifying (A) thatthat the Organizational Documents, in the case of any Borrower and any Guarantoras applicable, the Organization Documents of such Loan Facility Party have not been amended since the date of the last amendment thereto shown on the related certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (iii) above and remains in full force and effectabove; (B) that attached thereto is a true and complete copy of the Organization Documents agreement of limited partnership, operating agreement or by-laws of such Facility Party as in effect on the Closing DateDate 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 board of Directors (directors or equivalent other governing body) body of such Loan Facility Party authorizing the execution, delivery and performance of the Loan Transaction Documents to which it is to be a party and, in the case of any the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Loan Documentseffect; and (D) as to the incumbency and specimen signature of each Responsible Officer officer executing any Loan DocumentTransaction Document or any other document delivered in connection herewith or therewith on behalf of such Facility Party; and (iviii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iiiii) above; and (iv) such other documents as the Agent or Squire Xxxxxx Xxxxx (US) LLP, counsel for the Agent, may reasonably request.