Common use of Secretary’s Certificate, Etc Clause in Contracts

Secretary’s Certificate, Etc. The Administrative Agent shall have received from the Borrower and each Subsidiary a certificate, dated as of the Amendment and Restatement Effective Date, duly executed and delivered by a Responsible Officer of each such Person, attaching (w) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document and the transactions contemplated thereby; (x) the incumbency and signatures of those of its officers, managing member or general partner or equivalent authorized to act as Responsible Officer with respect to each Loan Document and delivered by such Person; (y) true and complete copies of each Organizational Document of such Person (or certifying that the Organizational Documents of such Person delivered to the Administrative Agent on the Original Closing Date have not been amended or modified and remain in full force and effect) and (z) good standing certificates of such Person dated a date reasonably close to the Amendment and Restatement Effective Date; which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of a Responsible Officer of any such Person cancelling or amending the prior certificate of such Person.

Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor (x) a copy of a good standing certificate, dated a date reasonably close to the Borrower Tranche 3 Borrowing Date, for each such Person and each Subsidiary (y) a certificate, dated as of the Amendment and Restatement Effective Tranche 3 Borrowing Date, duly executed and delivered by a Responsible Officer of each such Person’s secretary or assistant secretary, attaching managing member, general partner or equivalent, as to: (wi) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated thereby; Transactions (xor confirming that the resolutions executed on the Closing Date or the Delayed Draw Date remain in effect); (ii) the incumbency and signatures of those of its officers, managing member or general partner or equivalent authorized to act as each Responsible Officer with respect to authorized execute and deliver each Loan Document and delivered to be executed by such PersonPerson (or confirming that the incumbency and signatures executed on the Closing Date or the Delayed Draw Date remain in effect); and (yiii) true the full force and complete copies validity of each Organizational Organic Document of such Person and copies thereof (or certifying confirming that the Organizational Organic Documents certified to as of such Person delivered to the Administrative Agent on the Original Closing Date have not been amended or modified and the Delayed Draw Date remain in full force and effect) and (z) good standing certificates of such Person dated a date reasonably close to the Amendment and Restatement Effective Date); upon which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of a Responsible Officer the secretary, assistant secretary, managing member, general partner or equivalent of any such Person cancelling or amending the prior certificate of such Person.

Secretary’s Certificate, Etc. The With respect to the initial Borrowing of Delayed Draw Loans only, the Administrative Agent shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Borrower initial Delayed Draw Date, for each such Person and each Subsidiary (ii) a certificate, dated as of the Amendment and Restatement Effective such initial Delayed Draw Date, duly executed and delivered by a Responsible Officer of each such Person’s secretary or assistant secretary, attaching managing member, general partner or equivalent, as to: (wx) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery Borrowing on the Delayed Draw Date and performance of each Loan Document and the transactions contemplated thereby; (x) the incumbency and signatures of those of its officers, managing member or general partner or equivalent authorized any other Transactions to act as Responsible Officer with respect to each Loan Document and delivered be consummated by such PersonPerson in connection with the Delayed Draw Loan; and (y) true the full force and complete copies validity of each Organizational Organic Document of such Person and (A) copies thereof or certifying (B) a statement that the Organizational Documents of such Person delivered to the Administrative Agent on the Original Closing Date copies thereof have not been amended or otherwise modified and remain in full force and effect) and (z) good standing certificates of such Person dated a date reasonably close to since the Amendment and Restatement Effective Closing Date; which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of a Responsible Officer the secretary, assistant secretary, managing member, general partner or equivalent of any such Person cancelling or amending the prior certificate of such Person.

Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Borrower Delayed Draw Date, for each such Person and each Subsidiary (ii) a certificate, dated as of the Amendment and Restatement Effective Delayed Draw Date, duly executed and delivered by a Responsible Officer of each such Person’s secretary or assistant secretary, attaching managing member, general partner or equivalent, as to: (wx) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery Borrowing on the Delayed Draw Date and performance of each Loan Document and the transactions contemplated thereby; (x) the incumbency and signatures of those of its officers, managing member or general partner or equivalent authorized any other Transactions to act as Responsible Officer with respect to each Loan Document and delivered be consummated by such PersonPerson in connection with the Delayed Draw Loan; and (y) true the full force and complete copies validity of each Organizational Organic Document of such Person and (A) copies thereof or certifying (B) a statement that the Organizational Documents of such Person delivered to the Administrative Agent on the Original Closing Date copies thereof have not been amended or otherwise modified and remain in full force and effect) and (z) good standing certificates of such Person dated a date reasonably close to since the Amendment and Restatement Effective Closing Date; which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of a Responsible Officer the secretary, assistant secretary, managing member, general partner or equivalent of any such Person cancelling or amending the prior certificate of such Person.

Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Borrower Closing Date, for each such Person and each Subsidiary (ii) a certificate, dated as of the Amendment and Restatement Effective Closing Date, duly executed and delivered by a Responsible Officer of each such Person’s secretary or assistant secretary, attaching managing member, general partner or equivalent, as to: (wx) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document and the transactions contemplated therebyTransactions to be executed and delivered by such Person; (xy) the incumbency and signatures of those of its officers, managing member or general partner or equivalent authorized to act as Responsible Officer with respect to each Loan Document and delivered by such Person; and (yz) true the full force and complete copies validity of each Organizational Organic Document of such Person (or certifying that the Organizational Documents of such Person delivered to the Administrative Agent on the Original Closing Date have not been amended or modified and remain in full force and effect) and (z) good standing certificates of such Person dated a date reasonably close to the Amendment and Restatement Effective Datecopies thereof; which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of a Responsible Officer the secretary, assistant secretary, managing member, general partner or equivalent of any such Person cancelling or amending the prior certificate of such Person.

Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor (x) a copy of a good standing certificate, dated a date reasonably close to the Borrower Closing Date, for each such Obligor and each Subsidiary (y) a certificate, dated as of the Amendment and Restatement Effective Closing Date, duly executed and delivered by a Responsible Officer of each such Person, attaching Obligor as to: (wi) resolutions of each such PersonObligor’s Board then in full force and effect authorizing the Transactions, including the execution, delivery and performance of each Loan Document to be executed by such Obligor; (ii) shareholder consents of each such Obligor’s shareholders then in full force and effect authorizing the transactions contemplated thereby; incurrence of Indebtedness under this Agreement; (xiii) the incumbency and signatures of those of its officers, managing member or general partner or equivalent authorized to act as Responsible Officer with respect to execute and deliver each Loan Document and delivered to be executed by such PersonObligor; and (yiv) true the full force and complete copies validity of each Organizational Organic Document of such Person (or certifying that the Organizational Documents of such Person delivered to the Administrative Agent on the Original Closing Date have not been amended or modified Obligor and remain in full force and effect) and (z) good standing certificates of such Person dated a date reasonably close to the Amendment and Restatement Effective Datecopies thereof; which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent Agent, and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of a Responsible Officer of any such Person Obligor cancelling or amending the prior certificate of such Person.

Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor party to a Loan Document on the Borrower and Tranche 2 Borrowing Date: (i) a copy of a good standing certificate (or equivalent thereof), dated a date reasonably close to the Tranche 2 Borrowing Date, for each Subsidiary such Person and (ii) a certificate, dated as of the Amendment and Restatement Effective Tranche 2 Borrowing Date, duly executed and delivered by a Responsible Officer of each such Person’s secretary, attaching assistant secretary, managing member, general partner or equivalent, as to: (wA) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed and delivered by such Person on the Tranche 2 Borrowing Date and the transactions Transactions contemplated thereby; to be consummated in connection with the Borrowing of the Tranche 2 Loan; (xB) the incumbency and signatures of those of its officers, managing member or general partner or equivalent authorized to act as Responsible Officer with respect to each Loan Document to be executed and delivered by such PersonPerson on the Tranche 2 Borrowing Date; and (yC) true and complete copies of each Organizational Organic Document of such Person (or certifying that the Organizational Documents of such Person delivered to the Administrative Agent on the Original Closing Date have not been amended or modified and remain in full force and effect) and (z) good standing certificates of such Person dated a date reasonably close to the Amendment and Restatement Effective Datecopies thereof; which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of a Responsible Officer the secretary, assistant secretary, managing member, general partner or equivalent of any such Person cancelling or amending the prior certificate of such Person.