Common use of Secretary’s Certificates, Authorizing Resolutions and Good Standings of Loan Parties Clause in Contracts

Secretary’s Certificates, Authorizing Resolutions and Good Standings of Loan Parties. Agent shall have received a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Loan Party in form and substance satisfactory to Agent dated as of the Closing Date which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Loan Party authorizing, as applicable, the execution, delivery and performance of this Agreement and each Other Document to which such Loan Party is a party, including, as applicable, authorization of the borrowing of the Advances, requesting of Letters of Credit, the granting of a Lien on the Collateral to secure the Obligations and the guaranty of payment of the Obligations, and such certificate shall state that such resolutions have not been amended, modified, revoked or rescinded as of the date of such certificate, (ii) the incumbency and signature of the officers of such Loan Party authorized to execute this Agreement and the Other Documents, (iii) copies of the Organizational Documents of such Loan Party as in effect on such date, complete with all amendments thereto, and (iv) the good standing (or equivalent status) of such Loan Party in its jurisdiction of organization and each applicable jurisdiction where the conduct of such Loan Party’s business activities or the ownership of its properties necessitates qualification (except where failure to obtain authorization to do business in any such jurisdiction could not reasonably be expected to have a Material Adverse Effect), as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated reasonably prior to the Closing Date, issued by the Secretary of State or other appropriate official of each such jurisdiction;

Secretary’s Certificates, Authorizing Resolutions and Good Standings of Loan Parties. Agent shall have received received, in form and substance satisfactory to Agent, a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Loan Party in form and substance satisfactory to Agent dated as of the Closing Date which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner, and in relation to Loan Parties incorporated in Germany, a resolution of its respective registered shareholder) of such Loan Party authorizing, as applicable, authorizing (x) the execution, delivery and performance of this Agreement and each Other Document to which such Loan Party is a party, including, as applicable, party (including authorization of the incurrence of indebtedness, borrowing of the Advances, Advances and requesting of Letters of CreditCredit on a joint and several basis with all Loan Parties as provided for herein), and (y) the granting by such Loan Party of a Lien on the security interests in and liens upon the Collateral to secure the Obligations and the guaranty of payment of the Obligations, (and such certificate shall state that such resolutions have not been amended, modified, revoked or rescinded as of the date of such certificate), (ii) the incumbency and signature of the officers of such Loan Party authorized to execute this Agreement and the Other Documents, (iii) copies of the Organizational Documents of such Loan Party as in effect on such date, complete with all amendments thereto, and (iv) continued legal existence and, where relevant, the good standing (or equivalent status) of such Loan Party in its jurisdiction of organization and each applicable jurisdiction where the conduct of such Loan Party’s business activities or the ownership of its properties necessitates qualification (except where failure to obtain authorization to do business in any such jurisdiction could not reasonably be expected to have a Material Adverse Effect)qualification, as evidenced by good standing certificate(s) certificates (or the equivalent thereof issued by any applicable jurisdictionjurisdiction (if any)) dated reasonably not more than fifteen (15) days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each such jurisdiction;

Secretary’s Certificates, Authorizing Resolutions and Good Standings of Loan Parties. Agent shall have received received, in form and substance satisfactory to Agent, a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Loan Party in form and substance satisfactory to Agent dated as of the Closing Date which shall certify (i) copies of resolutions resolutions, in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Loan Party authorizing, authorizing (x) as applicableto Borrowers, the execution, delivery and performance of this Agreement and each Other Document to which each such Loan Party Borrower is a party, including, as applicable, party (including authorization of the incurrence of indebtedness, borrowing of the Advances, Advances and requesting of Letters of CreditCredit on a joint and several basis with all Borrowers as provided for herein), (y) as to Guarantors, the granting execution, delivery and performance of this Agreement and each Other Document to which each such Guarantor is a party (including authorization of the giving of a Lien guaranty of the Guaranteed Obligations on a joint and several basis with all Guarantors as provided for herein), and (y) the granting by such Loan Party of the security interests in and liens upon the Collateral to secure the Obligations and the guaranty of payment of the Obligations, and/or Guaranteed Obligations (and such certificate shall state that such resolutions have not been amended, modified, revoked or rescinded as of the date of such certificate), (ii) the incumbency and signature of the officers of such Loan Party authorized to execute this Agreement and the Other Documents, (iii) true, correct, and complete copies of the Organizational Documents of such Loan Party as in effect on such date, complete with all amendments thereto, and (iv) the good standing (or equivalent status) of such Loan Party in its jurisdiction of organization and each applicable jurisdiction where the conduct of such Loan Party’s business activities or the ownership of its properties necessitates qualification (except where failure to obtain authorization to do business in any such jurisdiction could not reasonably be expected to have a Material Adverse Effect)qualification, as evidenced by good standing certificate(s) certificates (or the equivalent thereof issued by any applicable jurisdiction) dated reasonably not more than thirty (30) days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each such jurisdiction;

Secretary’s Certificates, Authorizing Resolutions and Good Standings of Loan Parties. Agent shall have received a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Loan Party in form and substance satisfactory to Agent dated as of the Closing Date which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or partner) of such Loan Party authorizing, as applicable, authorizing (x) the execution, delivery and performance of this Agreement Agreement, the Notes (if applicable) and each Other Document to which such Loan Party is a party, including, as applicable, party (including authorization of the incurrence of indebtedness, and if applicable, borrowing of the Revolving Advances, Swing Loans, and Term Loans and requesting of Letters of CreditCredit on a joint and several basis with all Borrowers as provided for herein), and (y) the granting by such Loan Party of a Lien on the security interests in and liens upon the Collateral to secure the Obligations and the guaranty of payment all of the Obligations, joint and several Obligations (and such certificate shall state that such resolutions have not been amended, modified, revoked or rescinded as of the date of such certificate), (ii) the incumbency and signature of the officers of such Loan Party authorized to execute this Agreement and the Other Documents, (iii) copies of the Organizational Documents of such Loan Party as in effect on such date, complete with all amendments thereto, and (iv) the good standing (or equivalent status) of such Loan Party in its jurisdiction of organization and each applicable jurisdiction in which qualification and good standing are necessary for such Loan Party to conduct its business and own its property and where the conduct of such Loan Party’s business activities or the ownership of its properties necessitates qualification (except where failure to obtain authorization to do business in any such jurisdiction so qualify could not reasonably be expected to have a Material Adverse Effect)Effect on such Loan Party, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated reasonably not more than thirty (30) days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each such applicable jurisdiction;

Secretary’s Certificates, Authorizing Resolutions and Good Standings of Loan Parties. Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Loan Party in form and substance satisfactory to Administrative Agent and the Lenders dated as of the Closing Date which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Administrative Agent, of the board of directors (or other equivalent governing body, member or partner) of such Loan Party authorizing, as applicable, authorizing (x) the execution, delivery and performance of this Agreement Agreement, the Notes and each Other Document to which such Loan Party is a party, including, as applicable, party (including authorization of the borrowing incurrence of indebtedness), and (y) the granting by such Loan Party of the Advances, requesting of Letters of Credit, the granting of a Lien on security interests in and liens upon the Collateral to secure the Obligations and the guaranty of payment all of the Obligations, joint and several Obligations of Loan Parties (and such certificate shall state that such resolutions have not been amended, modified, revoked or rescinded as of the date of such certificate), (ii) the incumbency and signature of the officers of such Loan Party authorized to execute this Agreement and the Other Documents, (iii) copies of the Organizational Documents of such Loan Party as in effect on such date, complete with all amendments thereto, and (iv) the good standing (or equivalent status) of such Loan Party in its jurisdiction of organization and each applicable jurisdiction where the conduct of such Loan Party’s business activities or the ownership of its properties necessitates qualification (except where failure to obtain authorization to do business in any such jurisdiction could not reasonably be expected to have a Material Adverse Effect)qualification, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated reasonably not more than 15 days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each such jurisdiction;

Secretary’s Certificates, Authorizing Resolutions and Good Standings of Loan Parties. Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Loan Party in form and substance satisfactory to Administrative Agent and the Lenders dated as of the Closing Date which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to AgentAdministrative Agent (at the direction of the Required Lenders), of the board of directors (or other equivalent governing body, member or partner) of such Loan Party authorizing, as applicable, authorizing (x) the execution, delivery and performance of this Agreement Agreement, the Notes and each Other other Loan Document to which such Loan Party is a party, including, as applicable, party (including authorization of the borrowing incurrence of indebtedness), and (y) the granting by such Loan Party of the Advances, requesting of Letters of Credit, the granting of a Lien on security interests in and liens upon the Collateral to secure the Obligations and the guaranty of payment all of the Obligations, joint and several Obligations of Loan Parties (and such certificate shall state that such resolutions have not been amended, modified, revoked or rescinded as of the date of such certificate), (ii) the incumbency and signature of the officers of such Loan Party authorized to execute this Agreement and the Other other Loan Documents, (iii) copies of the Organizational Documents of such Loan Party as in effect on such date, complete with all amendments thereto, and (iv) the good standing (or equivalent status) of such Loan Party in its jurisdiction of organization and each applicable jurisdiction where the conduct of such Loan Party’s business activities or the ownership of its properties necessitates qualification (except where failure to obtain authorization to do business in any such jurisdiction could not reasonably be expected to have a Material Adverse Effect)qualification, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated reasonably not more than fifteen (15) days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each such jurisdiction;