Common use of Resolutions, etc Clause in Contracts

Resolutions, etc. The Owner Participant and the Owner Trust ----------------- shall have received the following, in each case in form and substance reasonably satisfactory to the Owner Participant: (a) a Secretary's or an Assistant Secretary's certificate of the Charterer, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Charterer of each Operative Document to which it is a party, and the Pass Through Trust Agreement and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Charterer; (b) a Secretary's or an Assistant Secretary's certificate of the Trust Company, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Trust Company of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on its behalf; (c) a Secretary's or an Assistant Secretary's certificate of the Indenture Trustee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Indenture Trustee of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Indenture Trustee; (d) a Secretary's or an Assistant Secretary's certificate of the Pass Through Trustee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors or an appropriate committee thereof duly authorizing the execution, delivery and performance by the Pass Through Trustee of the Pass Through Trust Agreement, the Pass Through Trust Supplement, and the Participation Agreement, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Pass Through Trustee; and (e) a Secretary's or an Assistant Secretary's certificate of the Guarantor, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Guarantor of the Guarantee and its obligations thereunder, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws and (iv) the incumbency and signature of persons authorized to execute and deliver the Guarantee on behalf of the Guarantor.

Resolutions, etc. The Owner Loan Participant and the Owner Trust Indenture Trustee ----------------- shall have received the following, in each case in form and substance reasonably satisfactory to the Owner Participantsuch Person: (a) a Secretary's or an Assistant Secretary's certificate of the Charterer, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Charterer of each Operative Document to which it is a party, and the Pass Through Trust Agreement and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Charterer; (b) a Secretary's or an Assistant Secretary's certificate of the Owner Participant, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Owner Participant of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Owner Participant; (c) a Secretary's or an Assistant Secretary's certificate of the Trust Company, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Trust Company of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on its behalfbehalf of the Trust Company; (cd) a Secretary's or an Assistant Secretary's certificate of the Indenture Trustee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Indenture Trustee of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Indenture Trustee; (de) a Secretary's or an Assistant Secretary's certificate of the Pass Through Trustee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors or an appropriate committee thereof duly authorizing the execution, delivery and performance by the Pass Through Trustee of the Pass Through Trust Agreement, the Pass Through Trust Supplement, Supplement and the Participation Agreement, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Pass Through Trustee; and (ef) a Secretary's or an Assistant Secretary's certificate of the Guarantor, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Guarantor of the Guarantee and its obligations thereunder, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws and (iv) the incumbency and signature of persons authorized to execute and deliver the Guarantee on behalf of the Guarantor.

Resolutions, etc. The Owner Loan Participant and the Owner Trust Indenture Trustee ----------------- shall have received the following, in each case in form and substance reasonably satisfactory to the Owner Participantsuch Person: (a) a Secretary's or an Assistant Secretary's certificate of the Charterer, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Charterer of each Operative Document to which it is a party, and the Pass Through Trust Agreement and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Charterer; (b) a Secretary's or an Assistant Secretary's certificate of the Owner Participant, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Owner Participant of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Owner Participant; (c) a Secretary's or an Assistant Secretary's certificate of the Trust Company, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Trust Company of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-by- laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on its behalfbehalf of the Trust Company; (cd) a Secretary's or an Assistant Secretary's certificate of the Indenture Trustee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Indenture Trustee of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Indenture Trustee; (de) a Secretary's or an Assistant Secretary's certificate of the Pass Through Trustee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors or an appropriate committee thereof duly authorizing the execution, delivery and performance by the Pass Through Trustee of the Pass Through Trust Agreement, the Pass Through Trust Supplement, Supplement and the Participation Agreement, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Pass Through Trustee; and (ef) a Secretary's or an Assistant Secretary's certificate of the Guarantor, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Guarantor of the Guarantee and its obligations thereunder, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws and (iv) the incumbency and signature of persons authorized to execute and deliver the Guarantee on behalf of the Guarantor.

Resolutions, etc. The Owner Participant and the Owner Trust ----------------- Agent shall have received the following, in each case in form and substance reasonably satisfactory to the Owner Participantreceived: (a) a Secretary's or an Assistant Secretary's certificate of the Charterercertificate, dated the Closing Merger Consummation Date, attaching and certifying of the Secretary of STI as to to: (i) resolutions of its Board of Directors duly Directors, then in full force and effect authorizing (A) the Merger, (B) the execution, delivery and performance by of the Charterer Assumption Agreement, the Term Notes, the Revolving Notes and all other Loan Documents to which such Loan Party is a party and (C) the related transactions contemplated thereby, and (ii) the incumbency and signatures of each Operative Document those of its officers authorized to act with respect to the Assumption Agreement, the Term Notes, the Revolving Notes and all Loan Documents to which it is a party, and the Pass Through Trust Agreement and the transactions contemplated thereby, certified to be in full force and effect without modification as upon which certificate each Lender may conclusively rely until it shall have received further certificates of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature Secretary of persons authorized to execute and deliver such documents on behalf of the ChartererLoan Party canceling or amending such prior certificates; (b) a Secretary's or an Assistant Secretary's certificate certificate, dated as of the Trust Company, dated the Closing Merger Consummation Date, attaching and certifying of the Secretary of each Subsidiary of STI executing a Loan Document as to of the Merger Consummation Date as to: (i) resolutions of its Board of Directors duly Directors, then in full force and effect, authorizing the execution, delivery and performance by the Trust Company of each Operative Loan Document to which such Subsidiary is a party and the transactions contemplated thereby, and (ii) the incumbency and signature of those of its officers authorized to act with respect to all Loan Documents to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as upon which certificate each Lender may conclusively rely until it shall have received further certificates of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature Secretary of persons authorized to execute and deliver such documents on its behalfSubsidiary canceling or amending such prior certificate; (c) a Secretary's or an Assistant Secretary's certificate copies of the Indenture Trustee, dated the Closing Date, attaching Organic Documents of STI and certifying as to (i) resolutions each Subsidiary of its Board of Directors duly authorizing the execution, delivery and performance by the Indenture Trustee of each Operative STI executing a Loan Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing DateMerger Consummation Date certified by, (ii) its charter documentsin the case of charters, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf appropriate Governmental Authority of the Indenture TrusteeState of such Loan Party's incorporation and, in the case of its other Organic Documents, such Loan Party's Secretary, which documents shall be satisfactory to the Agent; (d) a Secretary's or an Assistant Secretary's so-called "good standing" certificate with respect to STI and each Subsidiary of the Pass Through Trustee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors or an appropriate committee thereof duly authorizing the execution, delivery and performance by the Pass Through Trustee of the Pass Through Trust Agreement, the Pass Through Trust Supplement, and the Participation Agreement, and the transactions contemplated thereby, certified to be in full force and effect without modification STI executing a Loan Document as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) Merger Consummation Date from the incumbency and signature of persons authorized to execute and deliver such documents on behalf appropriate Governmental Authority of the Pass Through TrusteeState of its incorporation; (e) evidence of qualification of STI and each Subsidiary of STI to do business in each other jurisdiction in which the failure to so qualify could result in a Material Adverse Change; and (ef) a Secretary's such other documents (certified if requested) as the Agent may reasonably request, with respect to this Agreement, the Notes, any other Loan Document, the transactions contemplated hereby and thereby, or an Assistant Secretary's certificate of the Guarantorany Organic Document, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Guarantor of the Guarantee and its obligations thereunder, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws and (iv) the incumbency and signature of persons authorized to execute and deliver the Guarantee on behalf of the GuarantorContractual Obligation or Regulatory Approval.

Resolutions, etc. The Owner Participant Each Participant, the Grantor Trustee and the Owner Trust ----------------- Indenture Trustee shall have received the following, in each case in form and substance reasonably satisfactory to the Owner Participantsuch Person: (a) a Secretary's or an Assistant Secretary's certificate of the ChartererLessee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Charterer Lessee of each Operative Document to which it is a party, and the Pass Through Trust Agreement and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the ChartererLessee; (b) a certificate of the Manager of the Owner Participant, dated the Closing Date, (i) certifying as to (x) due authorization of the execution, delivery and performance by the Owner Participant of each Operative Document to which it is a party, and the transactions contemplated thereby, and (y) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Owner Participant, and (ii) attaching (x) its certificate of formation and (y) its limited liability company agreement. (c) a Secretary's or an Assistant Secretary's certificate of the Trust CompanyCompany and the Grantor Trustee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Trust Company of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on its behalf; (c) a Secretary's or an Assistant Secretary's certificate of the Indenture Trustee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Indenture Grantor Trustee of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Indenture Trust Company and the Grantor Trustee; (d) a certificate of the Indenture Trustee, dated the Closing Date, (i) certifying as to due authorization of the execution, delivery and performance by the Indenture Trustee of each Operative Document to which it is a party, and the transactions contemplated thereby, and (ii) attaching (x) an extract from the By-laws of the Corporate Indenture Trustee, duly adopted by its Board of Directors, respecting the signing authority of such Persons who have signed each Operative Document to which it is a party and (y) a letter from an Executive Vice President of the Corporate Indenture Trustee authorizing, pursuant to such By-laws, such signing authority, which By-laws and letter are in full force and effect without modification as of the Closing Date; (e) a Secretary's or an Assistant Secretary's certificate of the Pass Through Trustee, dated the Closing Date, attaching and (i) certifying as to (i) resolutions due authorization of its Board of Directors or an appropriate committee thereof duly authorizing the execution, delivery and performance by the Pass Through Trustee of the Pass Through Trust Agreement, the Pass Through Trust Supplement, Agreement and the Participation Agreement, and the transactions contemplated thereby, certified and (ii) attaching (x) an extract from the By-laws of the Pass Through Trustee, duly adopted by its Board of Directors who have signed the Pass Through Trust Agreement and the Participation Agreement and (y) a letter from an Executive Vice President of the Pass Through Trustee authorizing, pursuant to be such By-laws, such signing authority, which By-laws and letter are in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Pass Through Trustee; and (e) a Secretary's or an Assistant Secretary's certificate of the Guarantor, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Guarantor of the Guarantee and its obligations thereunder, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws and (iv) the incumbency and signature of persons authorized to execute and deliver the Guarantee on behalf of the Guarantor.;

Resolutions, etc. The Owner Participant Each Participant, the Grantor Trustee and the Owner Trust ----------------- Indenture Trustee shall have received the following, in each case in form and substance reasonably satisfactory to the Owner Participantsuch Person: (a) a Secretary's or an Assistant Secretary's certificate of the ChartererLessee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Charterer Lessee of each Operative Document to which it is a party, and the Pass Through Trust Agreement and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the ChartererLessee; (b) a certificate of the Manager of the Owner Participant, dated the Closing Date, (i) certifying as to (x) due authorization of the execution, delivery and performance by the Owner Participant of each Operative Document to which it is a party, and the transactions contemplated thereby, and (y) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Owner Participant, and (ii) attaching (x) its certificate of formation and (y) its limited liability company agreement; (c) a Secretary's or an Assistant Secretary's certificate of the Trust CompanyCompany and the Grantor Trustee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Trust Company of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on its behalf; (c) a Secretary's or an Assistant Secretary's certificate of the Indenture Trustee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Indenture Grantor Trustee of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Indenture Trust Company and the Grantor Trustee; (d) a certificate of the Indenture Trustee, dated the Closing Date, (i) certifying as to due authorization of the execution, delivery and performance by the Indenture Trustee of each Operative Document to which it is a party, and the transactions contemplated thereby, and (ii) attaching (x) an extract from the By-laws of the Corporate Indenture Trustee, duly adopted by its Board of Directors, respecting the signing authority of such Persons who have signed each Operative Document to which it is a party and (y) a letter from an Executive Vice President of the Corporate Indenture Trustee authorizing, pursuant to such By-laws, such signing authority, which By-laws and letter are in full force and effect without modification as of the Closing Date; (e) a Secretary's or an Assistant Secretary's certificate of the Pass Through Trustee, dated the Closing Date, attaching and (i) certifying as to (i) resolutions due authorization of its Board of Directors or an appropriate committee thereof duly authorizing the execution, delivery and performance by the Pass Through Trustee of the Pass Through Trust Agreement and the Participation Agreement, and the transactions contemplated thereby, and (ii) attaching (x) an extract from the By-laws of the Pass Through Trustee, duly adopted by its Board of Directors who have signed the Pass Through Trust Supplement, Agreement and the Participation AgreementAgreement and (y) a letter from an Executive Vice President of the Pass Through Trustee authorizing, pursuant to such By-laws, such signing authority, which By-laws and letter are in full force and effect without modification as of the Closing Date; (f) a Secretary's or an Assistant Secretary's certificate of the Guarantor, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Guarantor of the Guaranty and its obligations thereunder, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws and (iv) the incumbency and signature of persons authorized to execute and deliver the Guaranty on behalf of the Guarantor; and (g) a Secretary's or an Assistant Secretary's certificate of the Head Lessor, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Head Lessor of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Pass Through Trustee; and (e) a Secretary's or an Assistant Secretary's certificate of the Guarantor, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Guarantor of the Guarantee and its obligations thereunder, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws and (iv) the incumbency and signature of persons authorized to execute and deliver the Guarantee on behalf of the GuarantorHead Lessor.

Resolutions, etc. The Owner Participant and the Owner Trust ----------------- shall have received the following, in each case in form and substance reasonably satisfactory to the Owner Participant: (a) a Secretary's or an Assistant Secretary's certificate of the Charterer, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Charterer of each Operative Document to which it is a party, and the Pass Through Trust Agreement and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Charterer; (b) a Secretary's or an Assistant Secretary's certificate of the Trust Company, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Trust Company of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on its behalfxxxxx f; (c) a Secretary's or an Assistant Secretary's certificate of the Indenture Trustee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Indenture Trustee of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Indenture Trustee; (d) a Secretary's or an Assistant Secretary's certificate of the Pass Through Trustee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors or an appropriate committee thereof duly authorizing the execution, delivery and performance by the Pass Through Trustee of the Pass Through Trust Agreement, the Pass Through Trust Supplement, and the Participation Agreement, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Pass Through Trustee; and (e) a Secretary's or an Assistant Secretary's certificate of the Guarantor, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Guarantor of the Guarantee and its obligations thereunder, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws and (iv) the incumbency and signature of persons authorized to execute and deliver the Guarantee on behalf of the Guarantor.

Resolutions, etc. The Owner Participant and the Owner Trust ----------------- Lessee shall have received the ---------------- following, in each case in form and substance reasonably satisfactory to the Owner ParticipantLessee: (a) a Secretary's or an Assistant Secretary's certificate of the ChartererOwner Participant, dated the Closing Date, attaching and certifying as to (i) - resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Owner Participant of each Operative Document to which it is a party and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date; (ii) its charter -- documents; (iii) its by-laws and (iv) the incumbency and signature of persons --- -- authorized to execute and deliver such documents on behalf of the Owner Participant; (b) a Secretary's or an Assistant Secretary's certificate of the Trust Company and the Owner Trustee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the - execution, delivery and performance by the Charterer Trust Company and the Owner Trustee of each Operative Document to which it is a party, and the Pass Through Trust Agreement party and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, ; (ii) its charter documents, ; (iii) its by-laws, by- -- --- laws and (iv) the incumbency and signature of persons authorized to execute and -- deliver such documents on behalf of the Charterer; (b) a Secretary's or an Assistant Secretary's certificate of the Trust Company, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Trust Company of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on its behalfOwner Trustee; (c) a Secretary's or an Assistant Secretary's certificate of the Indenture Trustee, dated the Closing Date, attaching and certifying as to (i) - resolutions of its Board of Directors or an appropriate committee thereof duly authorizing the execution, delivery and performance by the Indenture Trustee of each Operative Document to which it is a party, party and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, ; (ii) its charter documents, ; (iii) its by-laws, laws and (iv) the -- --- -- incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Indenture Trustee;; and (d) a Secretary's or an Assistant Secretary's certificate of the Pass Through TrusteeState Street Bank and Trust Company, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors or an appropriate committee - thereof duly authorizing the execution, delivery and performance by the Pass Through Trustee of the Pass Through Trust Agreement, the Pass Through Trust Supplement, Documents and the this Participation Agreement, Agreement and the transactions contemplated therebythereby and hereby, certified to be in full force and effect without modification as of the Closing Date, ; (ii) its -- charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Pass Through Trustee; and (e) a Secretary's or an Assistant Secretary's certificate of the Guarantor, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Guarantor of the Guarantee and its obligations thereunder, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws and (iv) the incumbency and signature of --- -- persons authorized to execute and deliver the Guarantee such documents on behalf of the GuarantorPass Through Trustee.

Resolutions, etc. The Owner Participant following resolutions, organizational documents and the Owner Trust ----------------- shall have received the followingother information, in each case satisfactory in form and substance reasonably satisfactory to the Owner Participantsuch Purchaser: (ai) a Secretary's or an Assistant Secretary's A certificate of an Authorized Officer of the ChartererAuthority, dated the Closing Date, attaching and certifying as to (iA) resolutions the attached Resolution of its the Board of Directors duly of the Authority authorizing and approving the execution, delivery and performance by issuance of the Charterer of each Operative Document to which it is a party, Series 2023[●] Bonds and the Pass Through Trust Agreement execution and delivery of this Agreement, the Series 2023[●] Bonds and the transactions contemplated thereby, certified to be other Authority Documents as being validly adopted and true and correct and in full force and effect without modification as of on the Closing Date, and (B) the authority, incumbency and specimen signatures of the Authorized Officer of the Authority authorized to sign this Agreement and the other Authority Documents and any other documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which such Purchaser may rely until it receives a new such certificate. (ii) its charter documentsA certificate of the Secretary of the Authority certifying as to the attached Joint Exercise of Powers Agreement dated as of January 28, 1992, by and between the City and the Anaheim Redevelopment Agency. (iii) its by-lawsNotice of a Joint Powers Agreement, and as certified by the California Secretary of State. (iv) the incumbency and signature A certificate of persons authorized to execute and deliver such documents on behalf an Authorized Officer of the Charterer; (b) a Secretary's or an Assistant Secretary's certificate of the Trust CompanyCity, dated the Closing Date, attaching and certifying as to (iA) resolutions the attached Resolution of its Board the City Council of Directors duly the City authorizing and approving the executionexecution and delivery of this Agreement and the other City Documents as being validly adopted and true and correct and in full force and effect on the Closing Date, delivery and performance (B) the authority, incumbency and specimen signatures of the Authorized Officer of the City authorized to sign this Agreement and the other City Documents and any other documents to be delivered by it hereunder and who will be authorized to represent the Trust Company City in connection with this Agreement, upon which such Purchaser may rely until it receives a new such certificate. (v) Certified copies of all approvals, authorizations and consents of any trustee, or holder of any indebtedness or obligation of the Authority or the City or any governmental agency or public authority, necessary for the Authority or the City to enter into each Operative Document to which it is a partyof the Authority Documents or the City Document, respectively, and the transactions contemplated thereby, certified to be in full force herein and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on its behalf; (c) a Secretary's or an Assistant Secretary's certificate of the Indenture Trustee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Indenture Trustee of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Indenture Trustee; (d) a Secretary's or an Assistant Secretary's certificate of the Pass Through Trustee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors or an appropriate committee thereof duly authorizing the execution, delivery and performance by the Pass Through Trustee of the Pass Through Trust Agreement, the Pass Through Trust Supplement, and the Participation Agreement, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Pass Through Trustee; and (e) a Secretary's or an Assistant Secretary's certificate of the Guarantor, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Guarantor of the Guarantee and its obligations thereunder, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws and (iv) the incumbency and signature of persons authorized to execute and deliver the Guarantee on behalf of the Guarantortherein.

Resolutions, etc. The Owner Participant and Participant, the Owner Trust ----------------- Trustee and ---------------- the Indenture Trustee shall have received the following, in each case in form and substance reasonably satisfactory to the Owner Participantsuch Person: (a) a Secretary's or an Assistant Secretary's certificate of each of the Charterer, the Seller, and the Guarantor dated the Closing Funding Date, attaching and certifying as to (i) resolutions of its respective Board of Directors or - appropriate committee thereof duly authorizing the execution, delivery and performance by each of the Charterer Charterer, the Seller and the Guarantor of each Operative Document to which it each, respectively, is a party, party and the Pass Through Trust Agreement Documents and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Funding Date, ; (ii) its -- respective charter documents, ; (iii) its respective by-laws, laws and (iv) the --- -- incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Charterer, the Seller and the Guarantor; (b) a Secretary's or an Assistant Secretary's certificate of each of the Trust CompanyOwner Participant and the Owner Participant Guarantor, dated the Closing Funding Date, attaching and certifying as to (i) resolutions of its respective Board of - Directors duly authorizing the execution, delivery and performance by each of the Trust Company Owner Participant and the Owner Participant Guarantor of each Operative Document to which it each, respectively, is a party, party and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Funding Date, ; (ii) its respective charter documents, ; -- (iii) its respective by-lawslaws and (iv) the incumbency and signature of persons --- -- authorized to execute and deliver such documents on behalf of the Owner Participant and the Owner Participant Guarantor; (c) a Secretary's or an Assistant Secretary's certificate of the Trust Company, dated the Funding Date, attaching and certifying as to (i) - resolutions of the Trust Company's Board of Directors or appropriate committee thereof duly authorizing the execution, delivery and performance by the Trust Company and the Owner Trustee of each Operative Document to which each, respectively, is a party and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Funding Date; (ii) -- the Trust Company's charter documents; (iii) the Trust Company's by-laws and --- (iv) the incumbency and signature of persons authorized to -- execute and deliver such documents on its behalfbehalf of the Trust Company and the Owner Trustee; (cd) a Secretary's or an Assistant Secretary's certificate of the Indenture Trustee, dated the Closing Funding Date, attaching and certifying as to (i) - resolutions of its Board of Directors or an appropriate committee thereof duly authorizing the execution, delivery and performance by the Indenture Trustee of each Operative Document to which it is a party, party and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Funding Date, ; (ii) its charter documents, ; (iii) its by-laws, laws and (iv) the -- --- -- incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Indenture Trustee; (de) a Secretary's or an Assistant Secretary's certificate of the Pass Through TrusteeState Street Bank and Trust Company, dated the Closing Funding Date, attaching and certifying as to (i) resolutions of its Board of Directors or an appropriate committee - thereof duly authorizing the execution, delivery and performance by the Pass Through Trustee of the Pass Through Trust Agreement, the Pass Through Trust Supplement, Supplement and the this Participation Agreement, Agreement and the transactions contemplated therebythereby and hereby, certified to be in full force and effect without modification as of the Closing Funding Date, ; (ii) its charter documents, ; (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Pass Through Trustee; and (e) a Secretary's or an Assistant Secretary's certificate of the Guarantor, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Guarantor of the Guarantee and its obligations thereunder, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-by- -- --- laws and (iv) the incumbency and signature of persons authorized to execute and -- deliver the Guarantee such documents on behalf of the GuarantorPass Through Trustee.

Resolutions, etc. The Owner Participant Each Participant, the Lessor and the Owner Trust ----------------- Indenture Trustee shall have received the following, in each case in form and substance reasonably satisfactory to the Owner Participantreceived: (a) a Secretary's certificate of the Managing Member of the Lessee, dated the Closing Date, attaching and certifying as to (i) the due authorization of the execution, delivery and performance by the Lessee of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its organizational documents, and (iii) the power of attorney and signature of persons authorized to execute and deliver such documents on behalf of the Lessee; (b) a certificate of a Secretary or an Assistant Secretary's certificate Secretary of the ChartererOwner Participant, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Charterer Owner Participant of each Operative Document to which it is a party, and the Pass Through Trust Agreement and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the ChartererOwner Participant, and (iii) its charter documents and by-laws; (bc) a Secretary's ’s or an Assistant Secretary's ’s certificate of the Trust Company, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Trust Company of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on its behalfbehalf of the Trust Company, the Lessor and the Lessor Trustee; (cd) a Secretary's or an Assistant Secretary's certificate of the Indenture Trustee, dated the Closing Date, attaching and (i) certifying as to (i) resolutions due authorization of its Board of Directors duly authorizing the execution, delivery and performance by the Indenture Trustee of each Operative Document to which it is a party, and the transactions contemplated thereby, certified and (ii) attaching (x) an extract from the by-laws of the Indenture Trustee, duly adopted by its Board of Directors, respecting the signing authority of such Persons who have signed each Operative Document to be which it is a party and (y) a letter from an Assistant Secretary of the Indenture Trustee authorizing, pursuant to such by-laws, such signing authority, which by-laws and letter are in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Indenture Trustee; (d) a Secretary's or an Assistant Secretary's certificate of the Pass Through Trustee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors or an appropriate committee thereof duly authorizing the execution, delivery and performance by the Pass Through Trustee of the Pass Through Trust Agreement, the Pass Through Trust Supplement, and the Participation Agreement, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Pass Through Trustee; and (e) a Secretary's or an Assistant Secretary's certificate of the Managing Member of the Guarantor, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Guarantor of the Guarantee Guaranty and the other Operative Documents to which it is a party and its obligations thereunder, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter organizational documents, and (iii) its by-laws and (iv) the incumbency power of attorney and signature of persons authorized to execute and deliver the Guarantee Operative Documents to which it is a party on behalf of the Guarantor.

Resolutions, etc. The Owner Participant and the Owner Trust ----------------- Charterer shall have received the ---------------- following, in each case in form and substance reasonably satisfactory to the Owner ParticipantCharterer: (a) a Secretary's or an Assistant Secretary's certificate of each of the ChartererOwner Participant and the Owner Participant Guarantor, dated the Closing Funding Date, attaching and certifying as to (i) resolutions of its respective Board of - Directors duly authorizing the execution, delivery and performance by each of the Charterer Owner Participant and the Owner Participant Guarantor of the Owner Participant Guaranty and each Operative Document to which it is a partyeach, and the Pass Through Trust Agreement and the transactions contemplated therebyrespectively, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Charterer; (b) a Secretary's or an Assistant Secretary's certificate of the Trust Company, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Trust Company of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Funding Date, ; (ii) its -- respective charter documents, ; (iii) its respective by-lawslaws and (iv) the --- -- incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Owner Participant and the Owner Participant Guarantor, respectively; (b) a Secretary's or an Assistant Secretary's certificate of the Trust Company, dated the Funding Date, attaching and certifying as to (i) - resolutions of the Trust Company's Board of Directors or appropriate committee thereof duly authorizing the execution, delivery and performance by the Trust Company and the Owner Trustee of each Operative Document to which each, respectively, is a party and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Funding Date; (ii) -- the Trust Company's charter documents; (iii) the Trust Company's by-laws and --- (iv) the incumbency and signature of persons authorized to execute and deliver -- such documents on its behalfbehalf of the Trust Company and the Owner Trustee; (c) a Secretary's or an Assistant Secretary's certificate of the Indenture Trustee, dated the Closing Funding Date, attaching and certifying as to (i) - resolutions of its Board of Directors or an appropriate committee thereof duly authorizing the execution, delivery and performance by the Indenture Trustee of each Operative Document to which it is a party, party and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Funding Date, ; (ii) its charter documents, ; (iii) its by-laws, laws and (iv) the -- --- -- incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Indenture Trustee; (d) a Secretary's or an Assistant Secretary's certificate of the Pass Through TrusteeState Street Bank and Trust Company, dated the Closing Funding Date, attaching and certifying as to (i) resolutions of its Board of Directors or an appropriate committee - thereof duly authorizing the execution, delivery and performance by the Pass Through Trustee of the Pass Through Trust Agreement, the Pass Through Trust Supplement, Documents and the this Participation Agreement, Agreement and the transactions contemplated therebythereby and hereby, certified to be in full force and effect without modification as of the Closing Funding Date, ; (ii) its -- charter documents, ; (iii) its by-laws, laws and (iv) the incumbency and signature of --- -- persons authorized to execute and deliver such documents on behalf of the Pass Through Trustee; and (e) a Secretary's or an Assistant Secretary's certificate appropriate documentation confirming the representations as to the citizenship of the Guarantor, dated the Closing Date, attaching respective parties contained in Sections 6.13 and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Guarantor of the Guarantee and its obligations thereunder, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws and (iv) the incumbency and signature of persons authorized to execute and deliver the Guarantee on behalf of the Guarantor7.11.

Resolutions, etc. The Owner Participant and Participant, the Owner Trust ----------------- Trustee and ---------------- the Indenture Trustee shall have received the following, in each case in form and substance reasonably satisfactory to the Owner Participantsuch Person: (a) a Secretary's or an Assistant Secretary's certificate of the ChartererLessee, dated the Closing Date, attaching and certifying as to (i) resolutions - of its Board of Directors duly authorizing the execution, delivery and performance by the Lessee of each Operative Document to which it is a party and the Pass Through Trust Documents and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date; (ii) its charter documents; (iii) its by-laws and (iv) the incumbency and -- --- -- signature of persons authorized to execute and deliver such documents on behalf of the Lessee; (b) a Secretary's or an Assistant Secretary's certificate of the Owner Participant, dated the Closing Date, attaching and certifying as to (i) - resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Owner Participant of each Operative Document to which it is a party and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date; (ii) its charter documents; (iii) its by-laws and (iv) the incumbency and -- --- -- signature of persons authorized to execute and deliver such documents on behalf of the Owner Participant; (c) a Secretary's or an Assistant Secretary's certificate of the Trust Company and the Owner Trustee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the - execution, delivery and performance by the Charterer Trust Company and the Owner Trustee of each Operative Document to which it is a party, and the Pass Through Trust Agreement party and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, ; (ii) its charter documents, ; (iii) its by-laws, by- -- --- laws and (iv) the incumbency and signature of persons authorized to execute and -- deliver such documents on behalf of the ChartererTrust Company and the Owner Trustee; (b) a Secretary's or an Assistant Secretary's certificate of the Trust Company, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Trust Company of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on its behalf; (cd) a Secretary's or an Assistant Secretary's certificate of the Indenture Trustee, dated the Closing Date, attaching and certifying as to (i) - resolutions of its Board of Directors or an appropriate committee thereof duly authorizing the execution, delivery and performance by the Indenture Trustee of each Operative Document to which it is a party, party and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, ; (ii) its charter documents, ; (iii) its by-laws, laws and (iv) the -- --- -- incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Indenture Trustee; (de) a Secretary's or an Assistant Secretary's certificate of the Pass Through TrusteeState Street Bank and Trust Company, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors or an appropriate committee - thereof duly authorizing the execution, delivery and performance by the Pass Through Trustee of the Pass Through Trust Agreement, the Pass Through Trust Supplement, Supplement and the this Participation Agreement, Agreement and the transactions contemplated therebythereby and hereby, certified to be in full force and effect without modification as of the Closing Date, ; (ii) its charter documents, ; (iii) its by-laws, by- -- --- laws and (iv) the incumbency and signature of persons authorized to execute and -- deliver such documents on behalf of the Pass Through Trustee; and (ef) a Secretary's or an Assistant Secretary's certificate of the Guarantor, dated the Closing Date, attaching and certifying as to (i) - resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Guarantor of the Guarantee Guaranty and its obligations thereunder, certified to be in full force and effect without modification as of the Closing Date, ; (ii) its charter documents, ; (iii) its by-laws and (iv) the -- --- -- incumbency and signature of persons authorized to execute and deliver the Guarantee Guaranty on behalf of the Guarantor.

Resolutions, etc. The Owner Participant and the Owner Trust ----------------- Administrative Agent shall have received from such Acceding Borrower a certificate, dated the followingdate such Acceding Borrower is accepted by the Administrative Agent as a Borrower hereunder (such date, in the “Acceding Borrower Effective Date”) and with counterparts for each case in form Lender, duly executed and substance reasonably satisfactory to delivered by the Owner ParticipantSecretary, Assistant Secretary or other authorized representative of such Acceding Borrower as to: (a) a Secretary's or an Assistant Secretary's certificate of the Charterer, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Charterer of each Operative Document to which it is a party, and the Pass Through Trust Agreement and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Charterer; (b) a Secretary's or an Assistant Secretary's certificate of the Trust Company, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Trust Company of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on its behalf; (c) a Secretary's or an Assistant Secretary's certificate of the Indenture Trustee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Indenture Trustee of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Indenture Trustee; (d) a Secretary's or an Assistant Secretary's certificate of the Pass Through Trustee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors or an appropriate committee thereof duly its Executive Committee, as the case may be, then in full force and effect authorizing the execution, delivery and performance of this Agreement and the Additional Guaranty (if any) and each other Loan Document to be executed by it and, in respect of an Acceding Borrower incorporated under the Pass Through Trustee laws of Belgium under the form of NV/SA, a resolution of its General Shareholders Meeting specifically approving, for the purposes of article 556 of the Pass Through Trust AgreementBelgian Company Code, Section 8.1.9, Sections 9.1.4 and 9.3 (to the extent they apply to Section 8.1.9) and, insofar as required, the Pass Through Trust Supplementterms of Section 4.1.2, and the Participation Agreement, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) evidence of the filing of such resolution with the clerk office at the commercial court where its charter documents, registered office is located; (iii) its by-laws, and (ivb) the incumbency and signature signatures of persons those of its officers authorized to execute act with respect to this Agreement and deliver such documents on behalf of the Pass Through TrusteeAdditional Guaranty (if any) and each other Loan Document to be executed by it; and (ec) the Organic Documents of such Acceding Borrower, upon which certificate each Lender may conclusively rely until the Administrative Agent shall have received a Secretary's or an Assistant Secretary's further certificate of the GuarantorSecretary of such Acceding Borrower canceling or amending such prior certificate. In addition, dated each Acceding Borrower shall have delivered to the Closing Date, attaching and certifying as to Administrative Agent: (i) resolutions a good standing certificate from the relevant governmental regulatory institution of its Board jurisdiction of Directors duly authorizing the executionorganization, delivery and performance by the Guarantor of the Guarantee and its obligations thereunder, certified each such certificate to be in full force dated a date reasonably near (but prior to) the date such Acceding Borrower becomes a Borrower hereunder and effect without modification as of the Closing Date, (ii) its charter documentsat least five Business Days prior to the applicable Acceding Borrower Effective Date, such documentation and other information that are required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Act, to the extent requested by the Administrative Agent (iii) its by-laws and (iv) the incumbency and signature of persons authorized to execute and deliver the Guarantee including on behalf of any Lender) at least ten Business Days prior to the Guarantorapplicable Acceding Borrower Effective Date.

Resolutions, etc. The Owner Loan Participant and the Owner Trust Indenture Trustee ----------------- shall have received the following, in each case in form and substance reasonably satisfactory to the Owner Participantsuch Person: (a) a Secretary's or an Assistant Secretary's certificate of the Charterer, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Charterer of each Operative Document to which it is a party, and the Pass Through Trust Agreement and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Charterer; (b) a Secretary's or an Assistant Secretary's certificate of the Owner Participant, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Owner Participant of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Owner Participant; (c) a Secretary's or an Assistant Secretary's certificate of the Trust Company, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Trust Company of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on its behalf; (c) a Secretary's or an Assistant Secretary's certificate of the Indenture Trustee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Indenture Trustee of each Operative Document to which it is a party, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Indenture Trustee; (d) a Secretary's or an Assistant Secretary's certificate of the Pass Through Trustee, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors or an appropriate committee thereof duly authorizing the execution, delivery and performance by the Pass Through Trustee of the Pass Through Trust Agreement, the Pass Through Trust Supplement, and the Participation Agreement, and the transactions contemplated thereby, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws, and (iv) the incumbency and signature of persons authorized to execute and deliver such documents on behalf of the Pass Through Trustee; and (e) a Secretary's or an Assistant Secretary's certificate of the Guarantor, dated the Closing Date, attaching and certifying as to (i) resolutions of its Board of Directors duly authorizing the execution, delivery and performance by the Guarantor of the Guarantee and its obligations thereunder, certified to be in full force and effect without modification as of the Closing Date, (ii) its charter documents, (iii) its by-laws and (iv) the incumbency and signature of persons authorized to execute and deliver the Guarantee on behalf of the Guarantor.