to the extent applicable, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or other applicable Governmental Authority) of its jurisdiction of organization;

certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each Loan Party in the jurisdiction of its incorporation or formation;

a good standing certificate dated as of a recent date for each Loan Party from its jurisdiction of organization.

copies of the certificates of good standing, or the nearest equivalent in the relevant jurisdiction, for each Loan Party (dated no earlier than 45 days prior to the date hereof) from the office of the secretary of state or other appropriate governmental department or agency of the jurisdiction of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;

a good standing certificate from the state of organization or formation of each Loan Party and a certificate of the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party certifying # that since the Closing Date, there have been no changes to # the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and # the certificate or articles of incorporation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument of such Loan Party and # as to resolutions or unanimous written consents of the applicable governing body of each Borrower approving the amendments hereunder;