Closing Certificates. The Administrative Agent shall have received (i[[Borrower:Organization]] (A[[Borrower:Organization]] a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of the Borrower and Holdings, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization and # a certificate as to the good standing (where relevant[[Borrower:Organization]] of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and # a certificate of a Responsible Officer of each Loan Party dated the Amendment No. 9 Effective Date and certifying # that # attached thereto is a true and complete copy of the by-laws or operating (or limited liability company[[Borrower:Organization]] agreement of such Loan Party as in effect on the Amendment No. 9 Effective Date or # there have been no changes to the by-laws or operating (or limited liability company[[Borrower:Organization]] agreement of such Loan Party that were delivered to the Administrative Agent prior to the Amendment No. 9 Effective Date, # that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body[[Borrower:Organization]] of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, # that # attached thereto is a true and complete copy of the certificate or articles of incorporation or organization of such Loan Party as in effect on the Amendment No. 9 Effective Date or # there have been no changes to the certificate or articles of incorporation or organization of such Loan Party that were delivered to the Administrative Agent prior to the Amendment No. 9 Effective Date, and # as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a Responsible Officer executing the certificate pursuant to [clause (i[[Borrower:Organization]]) above];

Closing Certificates. Purchaser shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that the board of directors of Seller has passed resolutions authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect. Purchaser shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying the names and signatures of the officers of Seller authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder.

Closing Certificates; Etc. The Administrative Agent shall have received each of the following:

Closing Certificates; Etc. The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

Closing Certificates; Etc. The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

Closing Certificates; Etc. The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

Closing Certificates; Etc. The Administrative Agent shall have received each of the following:

Closing Certificates; Etc. The Administrative Agent shall have received each of the following:

Closing Certificates; Etc. The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

Closing Certificates; Etc. The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: