Common use of Secretary’s Certificate and Good Standing Certificates Clause in Contracts

Secretary’s Certificate and Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated the Closing Date and executed by a secretary, assistant secretary or other Responsible Officer thereof, which shall (A) certify that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party, certified by the relevant authority of its jurisdiction of organization, (x) the certificate or articles of incorporation, formation or organization of such Loan Party attached thereto has not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, together with all amendments thereto as of the Closing Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member or other applicable governing body authorizing the execution and delivery of the Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or other authorized signatories of such Loan Party who are authorized to sign the Loan Documents to which such Loan Party is a party on the Closing Date, (ii) a certificate of each Lighthouse Common Equity Holder (which may, at the election of the Borrower), be combined with the certificate described in clause (i) above), which shall (A) certify that attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its applicable governing body authorizing the execution and delivery of the Limited Recourse Pledge Agreement and the Initial Intercreditor Agreement, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect and (B) identify by name and title and bear the signatures of the officers, managers, directors or other authorized signatories of such Lighthouse Common Equity Holder who are authorized to sign the Limited Recourse Pledge Agreement and the Initial Intercreditor Agreement on the Closing Date and (iii) a good standing (or equivalent) certificate for each Loan Party and each Lighthouse Common Equity Holder from the relevant authority of its jurisdiction of organization, dated as of a recent date.

Secretary’s Certificate and Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated the Closing First Amendment Effective Date and executed by a secretary, assistant secretary or other Responsible Officer thereofOfficer, which shall (Ai) certify that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party, certified by the relevant authority of its jurisdiction of organization, (x) the certificate or articles of incorporation, formation or organization of such Loan Party attached thereto has not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, together with all amendments thereto as of the Closing Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member or other applicable governing body authorizing the execution execution, delivery and delivery performance of the Loan DocumentsFirst Amendment and, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or other authorized signatories of such Loan Party who are authorized to sign the Loan Documents to which such Loan Party is a party on the Closing Date, (ii) a certificate of each Lighthouse Common Equity Holder (which may, at the election case of the Borrower), be combined with the certificate described in clause (i) above), which shall (A) certify that attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its applicable governing body authorizing the execution and delivery of the Limited Recourse Pledge Agreement and the Initial Intercreditor Agreementborrowings thereunder, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect and (Bii) identify by name certify either (A) that attached thereto is a true and title and bear the signatures complete copy of the officerscertificate or articles of incorporation, managers, directors formation or other authorized signatories organization of such Lighthouse Common Equity Holder who are authorized to sign the Limited Recourse Pledge Agreement and the Initial Intercreditor Agreement on the Closing Date and (iii) a good standing (or equivalent) certificate for each Loan Party and each Lighthouse Common Equity Holder from certified by the relevant authority of its jurisdiction of organization, dated which certificate or articles of incorporation, formation or organization of such Loan Party have not been amended (except as attached thereto) since the date reflected thereon or (B) that the applicable certificate or articles of incorporation, formation or organization have not been amended, repealed, modified or restated (except as attached thereto) since the date last delivered to the Administrative Agent and (iii) certify either (A) that attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party together with all amendments thereto as of a recent datethe First Amendment Effective Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect or (B) that the applicable by-laws or operating, management, partnership or similar agreement have not been amended, repealed, modified or restated (except as attached thereto) since the since the date last delivered to the Administrative Agent.