Certificates and Resolutions. Administrative Agent shall have received such certificates and resolutions or consents of the governing body of the Borrower authorizing the transactions described in this Amendment and certifying as to the completeness of the Organizational Documents of the Borrower.

The Administrative Agent shall have received: # a certificate from a Responsible Officer of the Borrower attesting to the # minutes of the board of directors of Sponsor authorizing the Borrower's execution, delivery, and performance of this Amendment and # incumbency and signatures of the Responsible Officers authorized to execute the same; # copies of the Borrower's Organizational Documents, as amended, modified, or supplemented prior to the date hereof, in each case certified by a Responsible Officer of the Borrower; and # a certificate of status with respect to the Borrower, dated within fifteen (15) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such entity, which certificate shall indicate that such entity is in good standing in such jurisdiction.