Common use of Secretary’s or Assistant Secretary’s Certificates Clause in Contracts

Secretary’s or Assistant Secretary’s Certificates. The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and reasonably acceptable to the Administrative Agent, signed by an Authorized Representative of each Loan Party, certifying (i) as to the incumbency and genuineness of the signature of each Authorized Representative of each Loan Party executing Loan Documents to which it is a party and (ii) that attached thereto are true, correct and complete copies of (1) the articles or certificate of incorporation, formation or other organizational document, as applicable, of such Loan Party, and all amendments thereto, certified as of a recent date by the appropriate governmental officials in its jurisdiction of incorporation or formation, as applicable, (2) the bylaws or other governing documents, as applicable, of such Loan Party as in effect on the Restatement Effective Date and (3) resolutions duly authorized by the board of directors (or other governing body) of such Loan Party authorizing and approving the execution and delivery of, and performance under, this Agreement and the other Loan Documents to which such Loan Party is a party (or, in the case of any document listed in subclauses (1) and (2) of this clause (ii) in respect of any Loan Party party to the Original Credit Agreement or any other Loan Document (as defined in the Original Credit Agreement) immediately prior to the Restatement Effective Date, that no amendment or other modification has been made to any such document in the form delivered to the Administrative Agent on the Original Effective Date).

Secretary’s or Assistant Secretary’s Certificates. The Administrative Agent shall have received a certificate, dated the Restatement Effective Zonda Mortgage Date and reasonably acceptable to the Administrative Agent, signed by an Authorized Representative of each Loan Credit Party executing Credit Documents on the Zonda Mortgage Date, and attested to by the secretary or any assistant secretary (or, (x) if there is no secretary or assistant secretary, an Authorized Representative, or (y) with respect to any such Credit Party organized under the laws of Luxembourg, a manager or director, as applicable) of such Credit Party (other than the Authorized Representative of such Credit Party signing the certificate of such Credit Party), as the case may be, certifying (i) as to the incumbency and genuineness of the signature of each Authorized Representative of each Loan a Credit Party executing Loan Credit Documents on behalf of such Credit Party on the Zonda Mortgage Date to which it such Credit Party is a party and (ii) that attached thereto (or previously delivered to the Administrative Agent) are true, correct and complete copies of (1A) the articles or certificate of incorporation, formation or other organizational document, as applicable, of such Loan Credit Party, and all amendments thereto, certified as of a recent date by the appropriate governmental officials in its jurisdiction of incorporation or formation, as applicable, (2B) the bylaws or other governing documents, as applicable, of such Loan Credit Party as in effect on the Restatement Effective Zonda Mortgage Date and (3C) resolutions duly authorized by the board of directors (or other governing body) of such Loan Credit Party authorizing and approving the execution and delivery of, and performance under, this Agreement and the other Loan Credit Documents being executed on the Zonda Mortgage Date to which such Loan Credit Party is a party (orparty, or in each case, certifying as to no change since the case of any document listed in subclauses (1) and (2) of this clause (ii) in respect of any Loan Party party to the Original Credit Agreement or any other Loan Document (as defined in the Original Credit Agreement) immediately prior to the Restatement Effective Date, that no amendment or other modification has been made to any such document in the form delivered to the Administrative Agent on the Original Effective Date).