Common use of Resolutions, etc Clause in Contracts

Resolutions, etc. The Agents shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate, dated a date reasonably close to the Restatement Effective Date, for each such Obligor from its jurisdiction of organization and (ii) a certificate, dated as of the Restatement Effective Date, duly executed and delivered by such Obligor’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Obligor’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor and the execution, delivery and performance of each Loan Document to be executed by such Obligor and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Obligor; and (c) the full force and validity of each Organic Document of such Obligor and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Obligor canceling or amending the prior certificate of such Obligor.

Resolutions, etc. The Agents Administrative Agent shall have received from each Obligor, as applicable, the Company (ia) a copy of a good standing certificatecertificates, dated a date reasonably close to the Restatement Effective Closing Date, for the Company and each such other Obligor from its jurisdiction of organization and (iib) a certificate, dated as of the Restatement Effective Date, Closing Date duly executed and delivered by such each Obligor’s Secretary or Assistant Secretary, any director, managing member or general partner, as applicable, as to: (a) resolutions of each such ObligorPerson’s Board board of Directors directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction Transactions applicable to such Obligor Person and the execution, delivery and performance of each Loan Document to be executed by such Obligor Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, directors, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such ObligorPerson; and (c) the full force and validity of each Organic Document of such Obligor Person (and copies of all amendments thereof, if any, since the Closing Date); upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, any director, managing member or general partner, as applicable, of any such Obligor Person canceling or amending the prior certificate of such ObligorPerson.

Resolutions, etc. The Agents Administrative Agent shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate, dated a date reasonably close to the Restatement Effective Closing Date, for each such Obligor from its jurisdiction of organization Person and (ii) a certificate, dated as of the Restatement Effective Closing Date, duly executed and delivered by such ObligorPerson’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such ObligorPerson’s Board of Directors (or other managing body, in the case of entities other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction Transactions applicable to such Obligor Person and the execution, delivery and performance of each Loan Document to be executed by such Obligor Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such ObligorPerson; and (c) the full force and validity of each Organic Document of such Obligor Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Obligor Person canceling or amending the prior certificate of such ObligorPerson.

Resolutions, etc. The Agents Administrative Agent shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate, dated a date reasonably close to the Restatement Effective Closing Date, for each such Obligor from its jurisdiction of organization Person and (ii) a certificate, dated as of the Restatement Effective Closing Date, duly executed and delivered by such Obligor’s Person's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Obligor’s Person's Board of Directors (or other managing body, in the case of entities other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction Transactions applicable to such Obligor Person and the execution, delivery and performance of each Loan Document to be executed by such Obligor Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such ObligorPerson; and (c) the full force and validity of each Organic Document of such Obligor Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Obligor Person canceling or amending the prior certificate of such ObligorPerson.

Resolutions, etc. The Agents Agent shall have received from each Obligor, as applicable, Borrower and each Guarantor: (ia) a copy of a good standing certificate(or the equivalent) certificate and certificates of authority to do business (or the equivalent) from all appropriate jurisdictions, each dated a date reasonably close to the Restatement Effective Closing Date, for each such Obligor from its jurisdiction of organization and Person; and (iib) a certificate, dated as of the Restatement Effective Closing Date, duly executed and delivered by such ObligorPerson’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (ai) resolutions of each such ObligorPerson’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor and the execution, delivery and performance of each Loan Document to be executed by such Obligor each Person and the transactions contemplated hereby and thereby; (bii) the incumbency and signatures of those of its officers, managing member members or general partnerpartners, as applicable, authorized to act with respect to each Loan Document to be executed by such ObligorPerson; and (ciii) the full force and validity of each Organic Document of such Obligor Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Obligor Person canceling or amending the prior certificate of such ObligorPerson.

Resolutions, etc. The Agents Lead Arranger shall have received from each new Obligor, as applicable, (i) a copy of a good standing certificatecertificate from its jurisdiction of incorporation or organization, dated a date reasonably close to the Restatement Effective Acquisition Date, for each such Obligor from its jurisdiction of organization Person and (ii) a certificate, dated as of the Restatement Effective DateAcquisition Date with counterparts for each Lender, duly executed and delivered by such ObligorPerson’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such ObligorPerson’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor Person and the execution, delivery and performance of each Loan Document to be executed by such Obligor Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such ObligorPerson; and (c) the full force and validity of each Organic Document of such Obligor Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Obligor Person canceling or amending the prior certificate of such ObligorPerson.

Resolutions, etc. The Agents Lead Arranger shall have received from each Obligor, as applicable, (i) a copy of a good standing certificatecertificate from its jurisdiction of incorporation or organization, dated a date reasonably close to the Restatement Effective Closing Date, for each such Obligor from its jurisdiction of organization Person and (ii) a certificate, dated as of the Restatement Effective DateClosing Date with counterparts for each Lender, duly executed and delivered by such ObligorPerson’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such ObligorPerson’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor Person occurring on the Closing Date and the execution, delivery and performance of each Loan Document to be executed by such Obligor Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such ObligorPerson; and (c) the full force and validity of each Organic Document of such Obligor Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Obligor Person canceling or amending the prior certificate of such ObligorPerson.

Resolutions, etc. The Agents Administrative Agent shall have received from each Obligor, as applicable, , (ia) a copy of a good standing certificate, dated a date reasonably close to the Restatement Effective Date, certificates for each such Obligor from its jurisdiction the Secretary of organization and State (iior similar, applicable Governmental Authority) of such Obligor's state of incorporation; and (b) a certificate, dated as of the Restatement Effective DateClosing Date and with counterparts for each Agent and copies for each Lender, duly executed and delivered by such Obligor’s 's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (ai) resolutions of each such Obligor’s 's Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor and the execution, delivery and performance of this Agreement, the Notes, each other Loan Document to be executed by such Obligor and the transactions contemplated hereby and therebyTransaction; (bii) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, officers authorized to act with respect to this Agreement, the Notes and each other Loan Document to be executed by such Obligor; and (ciii) the full force and validity of each Organic Organizational Document of such Obligor and copies thereof; Obligor, upon which certificates each Secured Party Agent and each Lender may conclusively rely until it shall have received a further certificate of the Secretary, Secretary or Assistant Secretary, managing member or general partner, as applicable, Secretary of any such Obligor canceling or amending the prior certificate of such Obligor.

Resolutions, etc. The Agents Administrative Agent shall have received from each Obligor, as applicable, and the UK Subsidiary (i) a copy of a good standing certificate, dated a date reasonably close to the Restatement Amendment Effective Date, for each such Obligor from its jurisdiction of organization Person and (ii) a certificate, dated as of the Restatement Amendment Effective Date, duly executed and delivered by such Obligor’s Person's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Obligor’s Person's Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor and authorizing the execution, delivery and performance of each Loan Document (and in the case of the UK Subsidiary, the UK Intercompany Note and the UK Intercompany Note Share Charge) to be executed by such Obligor Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document (and in the case of the UK Subsidiary, the UK Intercompany Note and the UK Intercompany Note Share Charge) to be executed by such ObligorPerson; and (c) the full force and validity of each Organic Document of such Obligor Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Obligor Person canceling or amending the prior certificate of such ObligorPerson.

Resolutions, etc. The Agents Administrative Agent shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate, dated a date reasonably close to the Restatement Effective Closing Date, for each such Obligor from its jurisdiction of organization and (ii) a certificate, dated as of the Restatement Effective DateClosing Date with counterparts for each Lender, duly executed and delivered by such Obligor’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Obligor’s Board of Directors (or other managing body, in the case of other than an Obligor which is not a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor and the execution, delivery and performance of each Loan Document to be executed by such Obligor and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member members or general partnerpartners, as applicable, authorized to act on behalf of such Obligor with respect to each Loan Document to be executed and delivered by such ObligorObligor on the Closing Date; and (c) the full force and validity of each Organic Document of such Obligor and copies thereof; upon which certificates each . Each Secured Party may conclusively rely upon such certificates until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Obligor Person canceling or amending the prior certificate of such ObligorPerson.

Resolutions, etc. The Agents Administrative Agent shall have received from each ObligorBorrower, each Parent, each Minority Owner party to the Obligor Pledge Agreement and each Manager, as applicable, (i) a copy of a good standing certificate, dated a date reasonably close to the Restatement Effective Date, for each such Obligor from its jurisdiction of organization Person and (ii) a certificate, dated as of the Restatement Effective DateDate and with counterparts for each Lender, duly executed and delivered by such Obligor’s Person's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Obligor’s Person's Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor and the execution, delivery and performance of this Agreement, each other Loan Document to be executed by such Obligor Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partnerAuthorized Officers, as applicable, authorized to act with respect to this Agreement and each other Loan Document to be executed by such ObligorPerson; and (c) the full force and validity of each Organic Document of such Obligor Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Obligor Person canceling or amending the prior certificate of such ObligorPerson.

Resolutions, etc. The Administrative Agents shall have received from each Obligor, as applicable, (i) a copy of a good standing certificatecertificate (or the equivalent under local law), dated a date reasonably close to the Restatement Amendment Effective Date, for each such Obligor from its jurisdiction of organization Person and (ii) a certificate, dated as of the Restatement Amendment Effective Date, duly executed and delivered by such Obligor’s Person's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Obligor’s Person's Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor and the execution, delivery and performance of each Loan Document to be executed by such Obligor Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such ObligorPerson (each, an "Authorized Officer"); and (c) as to the full force and validity of each Organic Document of such Obligor Person and, with respect to Superholdco, each of the Borrowers and copies thereofthe Guarantors; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Obligor Person canceling or amending the prior certificate of such ObligorPerson.

Resolutions, etc. The Agents Lead Arrangers shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate, dated a date reasonably close to the Restatement Effective Closing Date, for each such Obligor from its jurisdiction of organization and (ii) a certificate, dated as of the Restatement Effective Closing Date, duly executed and delivered by such Obligor’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Obligor’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor and the execution, delivery and performance of each Loan Document to be executed by such Obligor and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Obligor; and (c) the full force and validity of each Organic Document of such Obligor and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Obligor canceling or amending the prior certificate of such Obligor.

Resolutions, etc. The Agents Administrative Agent shall have received from each Obligor, as applicable, with counterparts for each Lender, (ia) a certified true copy of a good standing certificate, certificate of status, certificate of compliance or other similar certificate, dated a date reasonably close to the Restatement Effective Closing Date, for each such Obligor from its jurisdiction of organization Person and (iib) a certificate, dated as of the Restatement Effective Closing Date, duly executed and delivered by such Obligor’s Person's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (ai) resolutions of each such Obligor’s Person's Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect without modification or recission authorizing, to the extent relevant, all aspects of the Transaction Acquisition and the transactions contemplated thereby applicable to such Obligor Person and the execution, delivery and performance of each Loan Document to be executed by such Obligor Person and the transactions contemplated hereby and thereby; (bii) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such ObligorPerson; and (ciii) the full force and validity of each Organic Document of such Obligor and copies thereofPerson; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Obligor Person canceling or amending the prior certificate of such ObligorPerson.

Resolutions, etc. The Managing Agents shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate, dated a date reasonably close to the Restatement Effective Closing Date, for each such Obligor from its jurisdiction of organization Person and (ii) a certificate, dated as of the Restatement Effective DateClosing Date and with counterparts for each Lender, duly executed and delivered by such Obligor’s Person's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) the fact that a complete and correct copy of the resolutions of each such Obligor’s Person's Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor Person and the execution, delivery and performance of each Loan Document to be executed by such Obligor Person and the transactions contemplated hereby and therebythereby is attached to such certificate and that those resolutions have not been amended, modified or rescinded by subsequent action; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such ObligorPerson (each, an "Authorized Officer"); and (c) the full force and validity of each Organic Document of such Obligor Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Obligor Person canceling or amending the prior certificate of such ObligorPerson.

Resolutions, etc. The Agents Administrative Agent shall have received from each Obligor, as applicable, (i) a copy of a good standing certificatecertificate from its jurisdiction of organization (and with respect to the Borrower, from the States of Idaho and Alaska), dated a date reasonably close to the Restatement Effective Date, for each such Obligor from its jurisdiction of organization and (ii) a certificate, dated as of the Restatement Effective DateDate with counterparts for each Lender, duly executed and delivered by such Obligor’s Person's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Obligor’s Person's Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor and the execution, delivery and performance of each Loan Document to be executed by such Obligor Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such ObligorPerson; and (c) the full force and validity of each Organic Document of such Obligor Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Obligor Person canceling or amending the prior certificate of such ObligorPerson.

Resolutions, etc. The Agents Administrative Agent shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate, certificate dated a date reasonably close to the Restatement Amendment Effective Date, for each such Obligor from its jurisdiction Person (or other confirmation of organization good standing as agreed to by the Administrative Agent) and (ii) a certificate, dated as of the Restatement Amendment Effective DateDate and with counterparts for each Lender, duly executed and delivered by such ObligorPerson’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such ObligorPerson’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor and the execution, delivery and performance of each Loan Document to be executed by such Obligor Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such ObligorPerson; and (c) the full force and validity of each Organic Document of such Obligor Person and attaching true and complete copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Obligor Person canceling or amending the prior certificate of such ObligorPerson.

Resolutions, etc. The Agents shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate, dated a date reasonably close to the Restatement Effective Closing Date, for each such Obligor from its jurisdiction of organization and (ii) a certificate, dated as of the Restatement Effective Closing Date, duly executed and delivered by such Obligor’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Obligor’s Board of Directors (or other managing body, in the case of other than an Obligor which is not a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor and the execution, delivery and performance of each Loan Document to be executed by such Obligor and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member members or general partnerpartners, as applicable, authorized to act on behalf of such Obligor with respect to each Loan Document to be executed and delivered by such Obligor; and (c) the full force and validity of each Organic Document of such Obligor and copies thereof; upon which certificates each . Each Agent, Lender and Secured Party may conclusively rely upon such certificates until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Obligor Person canceling or amending the prior certificate of such ObligorPerson.

Resolutions, etc. The Agents Agent shall have received from each ObligorBorrower and each Guarantor that is a Material Subsidiary which is not a natural Person, as applicable, (ia) a copy of a good standing (or the equivalent) certificate, dated a date reasonably close to the Restatement Effective Closing Date, for each such Obligor from its jurisdiction of organization Person and (iib) a certificate, dated as of the Restatement Effective DateClosing Date with counterparts for each Lender, duly executed and delivered by such ObligorPerson’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (ai) resolutions of each such ObligorPerson’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor and the execution, delivery and performance of each Loan Document to be executed by such Obligor each Person and the transactions contemplated hereby and thereby; (bii) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such ObligorPerson; and (ciii) the full force and validity of each Organic Document of such Obligor Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Obligor Person canceling or amending the prior certificate of such ObligorPerson.

Resolutions, etc. The Agents Administrative Agent shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate, dated a date reasonably close to the Restatement Effective Date, for each such Obligor from its jurisdiction of organization and (ii) a certificate, dated as of the Restatement Effective Date (or the date of the initial Borrowing, if after the Effective Date), duly executed and delivered by such Obligor’s of its Secretary, Assistant Secretary or Assistant Secretarymanager, managing member or general partner, as applicable, as to certifying: (a) that attached thereto are true and correct copies of its Organic Documents, which Organic Documents remain in full force and effect as of such date; (b) that attached thereto are resolutions of each such Obligor’s its Board of Directors (or other managing body, in the case of other than a corporation) governing body then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor and authorizing the execution, delivery and performance of this Agreement, the Notes, and each other Loan Document to be executed by such Obligor it; and the transactions contemplated hereby and thereby; (bc) the incumbency and specimen signatures of those of its officers, managing member or general partner, as applicable, officers authorized to act with respect to each Loan Document to be executed by such Obligor; and (c) the full force and validity of each Organic Document of such Obligor and copies thereof; it, upon which certificates certificate the Administrative Agent, the Issuer and each Secured Party Lender may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member Secretary or general partner, as applicable, manager of any such Obligor canceling or amending such prior certificate. The Administrative Agent shall have received certificates from the appropriate government officials as to the existence and good standing (if applicable) of each Obligor, each dated not more than 30 days prior certificate to the Effective Date, from each Obligor’s state of organization and as to the qualification as a foreign entity and good standing of each Obligor in each other jurisdiction with respect to which a Mortgage is being delivered by such Obligor, as applicable, pursuant to this Section 5.1.1.

Resolutions, etc. The Agents Administrative Agent shall have received from each Obligor, as applicable, Borrower and each other Obligor (i) a copy copies of a good standing certificatecertificates for each such Person, dated a date reasonably close to the Restatement Amendment Effective Date, from the secretary of state of such Person's jurisdiction of incorporation or organization and for each jurisdiction where such Obligor from Person is qualified as a foreign entity and maintains operations material to its jurisdiction of organization business and (ii) a certificate, dated as of the Restatement Amendment Effective Date, duly executed and delivered by such Obligor’s of the Secretary or Assistant Secretary, managing member or general partner, as applicable, Secretary of such Person as to (a) resolutions of each such Obligor’s its Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor and authorizing the execution, delivery and performance of this Amendment Agreement, the Third Amended and Restated Credit Agreement, the Notes and each other Loan Document to be executed by such Obligor and the transactions contemplated hereby and therebyit; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, officers authorized to act with respect to this Amendment Agreement, the Third Amended and Restated Credit Agreement, the Notes and each other Loan Document to be executed by such Obligorit; and (c) the full force and validity of each Organic Document of such Obligor Person and true and complete copies thereof; , upon which certificates certificate each Secured Party Lender, the Issuer and the Administrative Agent may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member Secretary of such Borrower or general partner, as applicable, of any such other Obligor canceling or amending the such prior certificate of such Obligorcertificate.

Resolutions, etc. The Agents Administrative Agent and such Lenders as shall have received from each Obligor, as applicable, (i) a copy requested receipt of a good standing certificate, dated a date reasonably close same prior to the Restatement Effective Date, for each such Obligor from its jurisdiction of organization and Date shall have received: (iia) a certificate, dated as of the Restatement Effective Date, duly executed and delivered by such Obligor’s of the Secretary or any Assistant Secretary, managing member or general partner, as applicable, Secretary of each Obligor as to: (ai) no amendments to the Organic Documents of such Obligor since July 27, 1995 except as noted in such certificate; (ii) resolutions of each such Obligor’s the Board of Directors (or other managing body, in the case of other than a corporation) such Obligor then in full force and effect authorizingeffect, to the extent relevant, all aspects of the Transaction applicable to such Obligor and authorizing the execution, delivery and performance of each Loan Credit Document to be executed by such Obligor it and the related transactions contemplated hereby and thereby;in connection therewith, and (biii) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, officers authorized to act with respect to each Loan Credit Document to be executed by such Obligor; and (c) the full force and validity of each Organic Document of such Obligor and copies thereof; it, upon which certificates certificate each Secured Party Lender, including each Assignee (whether or not it shall have then become a party hereto), may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, Secretary of any such Obligor canceling replacing or amending such prior certificate; and (b) such other documents (certified if requested) as the prior certificate of such ObligorAdministrative Agent or the Required Lenders may reasonably request with respect to any Organic Document, Contractual Obligation or Approval.

Resolutions, etc. The Agents Administrative Agent shall have received from the Borrower and each other Obligor, as applicable, (i) good standing certificates for each such Person from the Secretary of State (or similar, applicable Governmental Authority) of such Person's state of incorporation and each state where the Borrower or such Obligor, as the case may be, is qualified to do business as a copy foreign corporation as of a good standing certificaterecent date, together with a bring-down certificate by facsimile, dated a date reasonably close to the Restatement Effective Date, for each such Obligor from its jurisdiction of organization and (ii) a certificate, dated as the date of the Restatement Effective Dateinitial Credit Extension and with counterparts for each Lender, duly executed and delivered by such Obligor’s Person's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Obligor’s Person's Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor and the execution, delivery and performance of this Agreement, the Notes, each other Loan Document to be executed by such Obligor Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, officers authorized to act with respect to this Agreement, the Notes and each other Loan Document to be executed by such ObligorPerson; and (c) the full force and validity of each Organic Document of such Obligor and copies thereof; Person, upon which certificates each Secured Party Agent and each Lender may conclusively rely until it shall have received a further certificate of the Secretary, Secretary or Assistant Secretary, managing member or general partner, as applicable, Secretary of any such Obligor Person canceling or amending the prior certificate of such ObligorPerson.

Resolutions, etc. The Agents Administrative Agent shall have ---------------- received from each Obligor, as applicable, (i) a copy of a good standing certificate, dated a date reasonably close to the Restatement Effective Closing Date, for each such Obligor from its jurisdiction of organization Person and (ii) a certificate, dated as of the Restatement Effective DateClosing Date and with counterparts for each Lender, duly executed and delivered by such Obligor’s Person's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Obligor’s Person's Board of Directors (or other managing body, in the case of other than any Person that is not a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor Person and the execution, delivery and performance of this Agreement, each other Loan Document to be executed by such Obligor Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to this Agreement and each other Loan Document to be executed by such ObligorPerson; and (c) the full force and validity of each Organic Document of such Obligor Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Obligor Person canceling or amending the prior certificate of such ObligorPerson.

Resolutions, etc. The Administrative Agents shall have received from each Obligor, as applicable, the Company (i) a copy of a good standing certificate, dated a date reasonably close to the Restatement Amendment Effective Date, for each such Obligor from its jurisdiction of organization the Company and (ii) a certificate, dated as of the Restatement Amendment Effective DateDate with counterparts for each Lender, duly executed and delivered by such Obligorthe Company’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Obligorthe Company’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor Person and the execution, delivery and performance of each Loan Document to be executed by such Obligor Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such ObligorPerson; and (c) the full force and validity of each Organic Document of such Obligor Person (and copies of all amendments thereof, if any, since the Closing Date); upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Obligor Person canceling or amending the prior certificate of such ObligorPerson.

Resolutions, etc. The Agents Lead Arrangers shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate, dated a date reasonably close to the Restatement Effective Closing Date, for each such Obligor from its jurisdiction of organization and (ii) a certificate, dated as of the Restatement Effective Closing Date, duly executed and delivered by such Obligor’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Obligor’s Board of Directors (or other managing body, in the case of a Person other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor and the execution, delivery and performance of each Loan Document to be executed by such Obligor and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Obligor; and (c) the full force and validity of each Organic Document of such Obligor and copies thereof; upon which certificates each Secured Loan Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Obligor canceling or amending the prior certificate of such Obligor.

Resolutions, etc. The Agents Lead Arrangers shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate, dated a date reasonably close to the Restatement Effective Closing Date, for each such Obligor from its jurisdiction of organization and (ii) a certificate, dated as of the Restatement Effective Closing Date, duly executed and delivered by such Obligor’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Obligor’s Board of Directors (or other managing body, in the case of a Person other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor and the execution, delivery and performance of each Loan Document to be executed by such Obligor and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Obligor; and (c) the full force and validity of each Organic Document of such Obligor and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Obligor canceling or amending the prior certificate of such Obligor.

Resolutions, etc. The Agents shall have received from the Parent Borrower, the Lux Borrower and each ObligorU.S. Subsidiary Guarantor, as applicable, (i) a copy of a good standing certificate, dated a date reasonably close to the Restatement Effective Date, Closing Date for Parent Borrower and each such Obligor from its jurisdiction of organization and (ii) a certificate, dated as of the Restatement Effective Closing Date, duly executed and delivered by such Obligor’s Secretary or Assistant Secretary, managing member or general partner, as applicable, an Authorized Officer of the Lux Borrower and each U.S. Obligor as to (a) resolutions of each such Obligor’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor and the execution, delivery and performance of each Loan Document to be executed by such Obligor and the transactions contemplated hereby and therebythereby (as applicable); (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Obligor; and (c) the full force and validity of each Organic Document of such Obligor and copies thereofthereof (as applicable); upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, any Authorized Officer of any such Obligor canceling or amending the prior certificate of such Obligor.

Resolutions, etc. The Agents Administrative Agent shall have received from each ObligorObligor executing a Loan Document pursuant to Section 5.1, as applicable, (ia) in the case of each U.S. Obligor, a copy of a good standing certificatecertificate (or its equivalent), dated a date reasonably close to the Restatement Effective Closing Date, for each such Obligor from its jurisdiction of organization Person and (iib) a certificate, dated as of the Restatement Effective DateClosing Date and with counterparts for each Lender, duly executed and delivered by such Obligor’s Person's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Obligor’s Person's Board of Directors (or other managing body, in the case of other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction applicable to such Obligor and the execution, delivery and performance of each Loan Document to be executed by such Obligor and the transactions contemplated hereby and therebyPerson applicable to such person; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Authorized Officer signing any Loan Document to be executed by such ObligorDocuments; and (c) the full force and validity of each Organic Document of such Obligor Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Obligor Person canceling or amending the prior certificate of such ObligorPerson.

Resolutions, etc. The Agents Administrative Agent shall have received from each ObligorObligor (other than any Non-Operating Domestic Subsidiary), as applicable, (i) a copy of a good standing certificate, dated a date reasonably close to the Restatement Effective Date, for each such Obligor from its jurisdiction of organization Person and (ii) a certificate, dated as the date of the Restatement Effective Dateinitial Credit Extension and with counterparts for each Lender, duly executed and delivered by such Obligor’s Person's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (ai) resolutions of each such Obligor’s Board Person's board of Directors directors (or other managing body, in the case of any entity other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Transaction Transactions applicable to such Obligor Person and the execution, delivery and performance of each Loan Document to be executed by such Obligor Person and the transactions contemplated hereby and thereby; (bii) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such ObligorPerson; and (ciii) the full force and validity of each Organic Document of such Obligor Person and copies thereof; upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Obligor Person canceling or amending the prior certificate of such ObligorPerson.