Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received # a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall # certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, # identify by name and title and bear the signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party and, in the case of a Borrower, its Financial Officers, and # contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, or other organizational or governing documents, and # a good standing certificate for each Loan Party from its jurisdiction of organization or the substantive equivalent available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction.

Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received # a certificate (in form and substance reasonably satisfactory to the Administrative Agent) of each Loan Party, dated the Effective Date and executed by its Secretary, Assistant Secretary or Assistant Secretary,other Responsible Officer, which shall # certify the resolutions of its Boardboard of Directors,directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, # identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party and, in the case of a Borrower, its Financial Officers,party, and # contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, or other organizational or governing documents, and # a good standing certificate dated as of a recent date for each Loan Party from its jurisdiction of organization or the substantive equivalent available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction.organization.

Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received # a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party, datedParty that is a party hereto, in each case, certifying as to # resolutions duly adopted by the Effective Date and executed by its Secretary or Assistant Secretary, which shall # certify the resolutionsboard of its Boarddirectors (or equivalent governing body) of Directors, members or other bodyeach such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents to which it is a party,or other documents executed in connection herewith or therewith), # identify by namethe accuracy and title and bear the signaturescompleteness of the officerscopies of such Loan Party authorized to sign the Loan Documents to which it is a party and, in the case of a Borrower, its Financial Officers, and # contain appropriate attachments, including the certificate or articles of incorporationincorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and a true and correct copycopies of itsthe by-laws or operating, managementmanagement, partnership or partnership agreement,similar agreement of each such Loan Party and that such documents or other organizationalagreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), # incumbency (to the extent applicable) and specimen signatures of each officer, director or governing documents,authorized representative executing any Loan Document on behalf of each such Loan Party and # athe good standing certificate for(or subsistence or existence) of each such Loan Party from itsthe Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization or(to the substantive equivalentextent relevant and available in the jurisdiction of organization for eachof such Loan Party from the appropriate governmental officer in such jurisdiction.Party).

Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received # a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party, datedParty that is a party hereto, in each case, certifying as to # resolutions duly adopted by the Effective Date and executed by its Secretary or Assistant Secretary, which shall # certify the resolutionsboard of its Boarddirectors (or equivalent governing body) of Directors, members or other bodyeach such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents to which it is a party,or other documents executed in connection herewith or therewith), # identify by namethe accuracy and title and bear the signaturescompleteness of the officerscopies of such Loan Party authorized to sign the Loan Documents to which it is a party and, in the case of a Borrower, its Financial Officers, and # contain appropriate attachments, including the certificate or articles of incorporationincorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and a true and correct copycopies of itsthe by-laws or operating, managementmanagement, partnership or partnership agreement,similar agreement of each such Loan Party and that such documents or other organizationalagreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), # incumbency (to the extent applicable) and specimen signatures of each officer, director or governing documents,authorized representative executing any Loan Document on behalf of each such Loan Party and # athe good standing certificate for(or subsistence or existence) of each such Loan Party from itsthe Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization or(to the substantive equivalentextent relevant and available in the jurisdiction of organization for eachof such Loan Party from the appropriate governmental officer in such jurisdiction.Party).

Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates.SECTION # Resolutions, etc. The Administrative Agent shall have received from the Borrower and the Guarantor # a copy of a good standing certificate for such Loan Party, dated a date reasonably close to the date hereof and # a certificate, dated as of the date hereof, of a Secretary or an Assistant Secretary of each Loan Party certifying # that attached thereto is a true, correct and complete copy of # the articles or certificate of incorporation of such Loan Party certified by the Secretary of State (or equivalent body) of the jurisdiction of incorporation of such Loan Party and # the bylaws of such Loan Party, datedand # that attached thereto is a true, correct and complete copy of resolutions adopted by the Effective Date and executed by its Secretary or Assistant Secretary, which shall # certify the resolutionsboard of its Boarddirectors of Directors, members or other bodysuch Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is a party, # identify by namethis Amendment and titleeach other document delivered in connection herewith and bear the signatures of the officers ofthat such Loan Party authorized to sign the Loan Documents to which it is a party and,resolutions have not been amended and are in the case of a Borrower, its Financial Officers, and # contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, or other organizational or governing documents, and # a good standing certificate for each Loan Party from its jurisdiction of organization or the substantive equivalent available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction.full force.

Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates.SECTION # Resolutions, etc. The Administrative Agent shall have received from the Borrower and the Guarantor # a copy of a good standing certificate for such Loan Party, dated a date reasonably close to the date hereof and # a certificate, dated as of the date hereof, of a Secretary or an Assistant Secretary of each Loan Party certifying # that attached thereto is a true, correct and complete copy of # the articles or certificate of incorporation of such Loan Party certified by the Secretary of State (or equivalent body) of the jurisdiction of incorporation of such Loan Party and # the bylaws of such Loan Party, datedand # that attached thereto is a true, correct and complete copy of resolutions adopted by the Effective Date and executed by its Secretary or Assistant Secretary, which shall # certify the resolutionsboard of its Boarddirectors of Directors, members or other bodysuch Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is a party, # identify by namethis Amendment and titleeach other document delivered in connection herewith and bear the signatures of the officers ofthat such Loan Party authorized to sign the Loan Documents to which it is a party and,resolutions have not been amended and are in the case of a Borrower, its Financial Officers, and # contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, or other organizational or governing documents, and # a good standing certificate for each Loan Party from its jurisdiction of organization or the substantive equivalent available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction.full force.

Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates.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 certificateGovernmental 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 Effective Date and executed bygood standing, existence or its Secretary or Assistant Secretary, which shall # certify the resolutionsequivalent of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, # identify by name and title and bear the signatures of the officers of sucheach Loan Party authorized to sign the Loan Documents to which it is a party and, in the case of a Borrower, its Financial Officers, and # contain appropriate attachments, including the certificate or articlesjurisdiction of incorporation or organization and of the incumbency (including specimen signatures) of the Responsible Officers of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, or other organizational or governing documents, and # a good standing certificate for each Loan Party from its jurisdiction of organization or the substantive equivalent available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction.Party.

Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received # a customary closing certificate from a secretary, assistant secretary or similar officer or foreign representative of each Borrower and each Loan Party, datedParty that is a party hereto, in each case, certifying as to # resolutions duly adopted by the Effective Dateboard of directors (or equivalent governing body) of each such Borrower and executed by its Secretary or Assistant Secretary, which shall # certify the resolutions of its Board of Directors, members or other bodyeach such Loan Party authorizing the execution, delivery and performance of this Amendment (and the Loan Documents to which it is a party,or other documents executed in connection therewith or herewith in each case as amended on the Funding Date), # identify by namethe accuracy and title and bear the signaturescompleteness of the officerscopies of such Loan Party authorized to sign the Loan Documents to which it is a party and, in the case of a Borrower, its Financial Officers, and # contain appropriate attachments, including the certificate or articles of incorporationincorporation, association or organization (or memorandum of association or other equivalent thereof) of each Loan Party party hereto certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, or other organizational or governing documents, and # a good standing certificate for each Loan Party from its jurisdiction of organization or(to the substantive equivalentextent relevant and available in the jurisdiction of organization forof such Loan Party) and copies of the by-laws or operating, management, partnership or similar agreement (to the extent applicable and/or relevant and available in the jurisdiction of organization of such Loan Party) of each Loan Party party hereto and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) (or, if applicable, a certification that there has been no change to the organizational documents of such entity previously delivered to the Administrative Agent on the Closing Date or Amendment No. 1 Funding Date, as the case may be), # incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Borrower and each such Loan Party and # the good standing (or subsistence or existence) of each such Borrower and each such Loan Party from the appropriate governmental officerSecretary of State (or similar state, province or foreign official) of the state, province or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such jurisdiction.Loan Party).

Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates.Certificate. The Administrative Agent shall have received # a certificate of each Loan Party,Party party hereto on the date hereof, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall # certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, # identify by name and title and bear the signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party and,Closing Date, substantially in the caseform of a Borrower, its Financial Officers,Exhibit C-11], with appropriate insertions and # contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, or other organizational or governing documents, and # a long form good standing certificate for each Loan Party from its jurisdiction of organizationorganization, incorporation or other organization, as applicable, and # a certificate from a Responsible Officer of the substantive equivalent availableBorrower, substantially in the jurisdictionform of organization for each Loan Party from the appropriate governmental officer in such jurisdiction.Exhibit C-22].

Closing Certificates;Certificate; Certified CertificateArticles of Incorporation; Good Standing Certificates.Certificate. The Administrative AgentLender shall have received # a certificate of each Loan Party,the Borrower, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall # certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party,Documents, # identify by name and title and bear the signatures of the officers of such Loan Partythe Borrower authorized to sign the Loan Documents to which it is a party and, inand the case of a Borrower, its Financial Officers, and # contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Partythe Borrower certified by the relevant authority of the jurisdiction of organization of such Loan Partythe Borrower and a true and correct copy of its by-laws or operating, management or partnership agreement, or other organizational or governing documents,bylaws (or certification that there has been no change to the bylaws since the copy previously delivered to the Lender), and # a long form good standing certificate for each Loan Partythe Borrower from its jurisdiction of organization or the substantive equivalent available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction.organization.