Due Incorporation; Good Standing. As of the Effective Date, Narrate is duly organized, validly existing and in good standing in the State of California. Narrate has the corporate power and authority to enter into this Agreement and any other agreement to which it is a party in connection herewith, and to consummate the transactions contemplated herein and therein.

A certificate of good standing of [[Organization A:Organization]], certified by the Secretary of State of the State of Delaware.

that attached thereto are true and complete copies of the good standing certificates (or other equivalent certificate in the applicable jurisdiction) from the jurisdiction of incorporation, formation or organization, as applicable, of each Loan Party (in each case dated within 30 days of the date of this Agreement); and

Officer’s Certificate. The Administrative Agent shall have received an Officer’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, the good standing, existence or its equivalent of each Loan Party in its jurisdiction of incorporation or organization and of the incumbency (including specimen signatures) of the Responsible Officers of each Loan Party.

certified copies of the articles or certificate of incorporation (subject to [Section 5.17]), certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party (and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation solely to the extent that the failure to be so qualified as a foreign corporation in such other jurisdiction could result in a Material Adverse Effect);

Closing Certificate and Closing Liquidity. [[Organization B:Organization]] shall have received a closing certificate signed by the Chief Financial Officer of each Loan Party dated as of the date hereof, stating that # all representations and warranties set forth in this Agreement and the Other Documents are true and correct in all material respects on and as of such date, # each Loan Party is on such date in compliance in all material respects with all the terms and provisions set forth in this Agreement and the Other Documents, # on such date no Default or Event of Default has occurred or is continuing, and # [[Organization A:Organization]] have Liquidity on the Closing Date (after giving effect to the payment of all fees, expenses to be paid on the Closing Date, all Advances made on the Closing Date, and all trade payables aged sixty (60) days or older) of at least $20,000,000, which statement shall be accompanied by a Borrowing Base Certificate demonstrating such calculation;

Certificates of Good Standing. Certificates as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable.

Certificates of Good Standing. ​ shall have received certificates of corporate good standing or legal existence of the Bank as of a recent date.

Secretary's Certificate with respect to resolutions of directors, incumbency of officers, bylaws and certified Certificate of Incorporation

Officer’s Certificate. An officer’s certificate of [[Organization C:Organization]] substantially in the form of Exhibit B attached hereto which shall include # certified copies of the organizational documents of [[Organization C:Organization]] and # a certified copy of a good standing certificate from the jurisdiction of organization of [[Organization C:Organization]], dated as of no earlier than the date ten (10) Business Days prior to the Purchase Date with respect to the initial Transaction hereunder.