Common use of Secretary’s Certificates Clause in Contracts

Secretary’s Certificates. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.

Secretary’s Certificates. The Administrative Agent shall have received a certificate of for each Loan Credit Party, dated the Closing Date, substantially in the form of Exhibit Dduly executed and delivered by such Credit Party’s secretary or assistant secretary, with appropriate insertions and attachmentsmanaging member or general partner, satisfactory in form and substance to the Administrative Agentas applicable, executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.as to:

Secretary’s Certificates. The Administrative Agent shall have received a certificate of the Borrower and each other Loan Party, dated the Closing Date, substantially Date and satisfactory in form and substance to the form of Exhibit DAdministrative Agent, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and the Secretary secretary or any Assistant Secretary assistant secretary of the Borrower or such Loan Party.

Secretary’s Certificates. The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party, dated as of the Closing Date, substantially in certifying (i) the form authorization of Exhibit Deach Loan Party to execute and deliver each Loan Document to which such Loan Party is party, with appropriate insertions (ii) the Organization Documents of such Loan Party, and attachments(iii) the names and true signatures of the officers executing any Loan Document on behalf of such Loan Party on the Closing Date, satisfactory and otherwise in form and substance reasonably satisfactory to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.

Secretary’s Certificates. The Administrative Agent shall have received a certificate of a Secretary or an Assistant Secretary of each Loan PartyParty dated as of the Closing Date certifying (i) the resolutions of the board of directors or other governing body of such Loan Party (or its general partner) authorizing the execution, dated delivery and performance of each Loan Document to which it is a party, (ii) the Organizational Documents of such Loan Party and its general partner, if applicable and (iii) the names and true signatures of the officers executing any Loan Document on behalf of the Loan Parties on the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.

Secretary’s Certificates. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit DC, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.

Secretary’s Certificates. The Administrative Agent shall have received received, with a counterpart for the Increasing Lender, a certificate of each Loan Party, dated as of the Closing Increase Effective Date, substantially in the form of Exhibit DD to the Credit Agreement, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.

Secretary’s Certificates. The Administrative Agent shall have received a certificate of for each Loan Party (other than each UK Loan Party), dated the Closing Date, substantially in the form of Exhibit Dduly executed and delivered by such Loan Party’s secretary or assistant secretary, with managing member, board member, general partner, or other appropriate insertions and attachments, satisfactory in form and substance person reasonably acceptable to the Administrative AgentAgent as applicable, executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.as to:

Secretary’s Certificates. The Administrative Agent shall have received a certificate of for each Loan Party, dated the Closing Date, substantially in the form of Exhibit Dduly executed and delivered by such Loan Party’s secretary or assistant secretary, with managing member, general partner, or other appropriate insertions and attachments, satisfactory in form and substance person reasonably acceptable to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.as applicable, certifying:

Secretary’s Certificates. The Administrative Agent shall have received a certificate of for each Loan Party, dated the Closing Date, substantially in the form of Exhibit Dduly executed and delivered by such Loan Party’s secretary or assistant secretary, with managing member, general partner, or other appropriate insertions and attachments, satisfactory in form and substance person reasonably acceptable to the Administrative AgentAgent as applicable, executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.as to:

Secretary’s Certificates. The Administrative Agent shall have received a certificate Secretary’s Certificate dated the Closing Date, certifying as to the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each Loan Party, dated the Closing Dategood standing, substantially in existence or its equivalent of each Loan Party, and of the form incumbency (including specimen signatures) of Exhibit D, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary Officers of such each Loan Party.

Secretary’s Certificates. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and of each Loan Party setting forth (i) resolutions of its board of directors or other appropriate governing body with respect to the Secretary or any Assistant Secretary authorization of such Loan Party.Party to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents,

Secretary’s Certificates. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.

Secretary’s Certificates. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit DE, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer the President or any Vice President and the Secretary or any Assistant Secretary of such Loan Party, or, if applicable, of the general partner or managing member or members of such Loan Party, on behalf of such Loan Party.

Secretary’s Certificates. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Amended and Restated Effective Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and duly authorized officer of such Loan Party, or, if applicable, of the Secretary general partner or any Assistant Secretary managing member or members of such Loan Party, on behalf of such Loan Party.

Secretary’s Certificates. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit DL, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer the President or any Vice President and the Secretary or any Assistant Secretary of such Loan Party.

Secretary’s Certificates. The Administrative Agent shall have received a certificate of each Loan Partythe Borrower, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer the President or any Vice President and the Secretary or any Assistant Secretary of such Loan Partythe Borrower.

Secretary’s Certificates. The Administrative Agent shall have received a certificate of for each Loan Party, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions duly executed and attachments, satisfactory in form and substance to the Administrative Agent, executed delivered by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.’s secretary or assistant secretary, managing member or general partner, as applicable, as to:

Secretary’s Certificates. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit DP, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer the President or any Vice President and the Secretary or any Assistant Secretary of such Loan Party.Party which certificate shall attach and/or address the following:

Secretary’s Certificates. The Administrative Agent shall have received a certificate of each Borrower and each other Loan Party, dated the Closing Date, substantially Date and satisfactory in form and substance to the form of Exhibit DAdministrative Agent, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Borrower or such Loan Party (or a director, in the case of an NZ Loan Party).

Secretary’s Certificates. The Administrative Agent shall have received a certificate of Holdings and each Loan Party, dated the Closing Date, substantially Date and satisfactory in form and substance to the form of Exhibit DAdministrative Agent, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary of Holdings or such Loan Party.

Secretary’s Certificates. The Administrative Agent shall have received a certificate for each of each the Loan PartyParties, dated the Closing Effective Date, substantially in duly executed and delivered by the form of Exhibit Dsecretary or assistant secretary, with appropriate insertions and attachmentsother Authorized Officer, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and the Secretary managing member or any Assistant Secretary general partner of such Loan Party., as applicable, as to:

Secretary’s Certificates. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Amendment Effective Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a any Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party., and certifying, among other things,

Secretary’s Certificates. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of each Loan Party, dated as of the Closing Increase Effective Date, substantially in the form of Exhibit DE to the Credit Agreement, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer the President or any Vice President and the Secretary or any Assistant Secretary of such Loan Party.

Secretary’s Certificates. The Administrative Agent shall have received a certificate on behalf of each Loan Party, dated the Closing Date, substantially in the form of Exhibit DM, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.

Secretary’s Certificates. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit DE, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer the President or any Vice President and the Secretary or any Assistant Secretary of such Loan Party.

Secretary’s Certificates. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of each Loan Party, dated as of the Closing Amendment Effective Date, substantially in the form of Exhibit DE to the Credit Agreement, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer the President or any Vice President and the Secretary or any Assistant Secretary of such Loan Party.

Secretary’s Certificates. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of each Loan PartyParty existing as of the Closing Date, dated the Closing Date, substantially in the form of Exhibit DG, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer the President or any Vice President and the Secretary or any Assistant Secretary of such Loan Party.

Secretary’s Certificates. The Administrative Agent shall have received a certificate of for each Loan Party, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions duly executed and attachments, satisfactory in form and substance to the Administrative Agent, executed delivered by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.’s secretary or assistant secretary, other Authorized Officer, managing member or general partner, as applicable, as to:

Secretary’s Certificates. The Administrative Agent shall have received a certificate of each Loan PartyParty and Sponsor, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan PartyParty or Sponsor.

Secretary’s Certificates. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit DE, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer the President or any Vice President and the Secretary or any Assistant Secretary of such Loan Party.

Secretary’s Certificates. The Administrative Agent shall have received a certificate from each of each the Affiliate Guarantors and the Loan PartyParties, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachmentsattachments of resolutions or other actions, satisfactory evidence of incumbency and the signature of authorized signatories and Organizational Documents and otherwise in form and substance reasonably satisfactory to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary or other authorized representative of such Affiliate Guarantor or Loan Party, as applicable.