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, Assistant Secretary or duly authorized

“long form” good standing certificates of each Loan Party in its jurisdiction of organization and, to the extent reasonably requested by the Administrative Agent, bring-down good standing certificates of the Loan Parties;

a certificate of the Secretary of State of the State of Illinois as to the incorporation and good standing of MPG Products under the laws of the State of Illinois as of September 23, 2022 (the "MPG Products Good Standing Certificate" and together with the Woodward Good Standing Certificate and the Woodward HRT Good Standing Certificate, the "Good Standing Certificates");

Organization and Good Standing. The Master Servicer # is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect and # has all requisite power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted, except as could not could reasonably be expected to result in a Material Adverse Effect.

Organization, Good Standing, Etc. Each Loan Party # is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization or formation, # has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrowers, to make the borrowings hereunder, and to execute and deliver this Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and # is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect.

Good Standing and Authority. Buyer is duly organized, validly existing and in good standing under the laws of the state in which it was formed, and it, or its designee will become authorized to operate in the Commonwealth of Kentucky prior to the initial Closing; # Buyer has all necessary corporate power and authority to enter into this Agreement and the other transaction documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby; # the execution and delivery by Buyer of this Agreement and any other transaction document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer; # the person signing this Agreement on behalf of Buyer is duly authorized to act on Buyer’s behalf in entering into this Agreement, and is duly authorized to sign and deliver all documents relating thereto; and # this Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Good Standing. The Grantors and each of their respective subsidiaries have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged and to enter into and perform their obligations under the Transaction Documents to which they are a party, except where the failure to be so qualified or have such power or authority would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Organization and Good Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of California, its state of formation. Buyer has full corporate power and authority to own and operate its properties and assets and to conduct its business as now conducted.

Incorporation and Good Standing. Seller is duly organized, validly existing, and in good standing under the laws of the State of Delaware, with all requisite power and authority to own or use the Purchased Assets. Seller is duly qualified to do business as a foreign entity and is in good standing under the laws of each state in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification.

Such Borrower and each Material Subsidiary of such Borrower (other than any such Material Subsidiary that is not a corporation) # is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, # is duly qualified and in good standing as a foreign corporation authorized to do business in every jurisdiction where the failure to so qualify would have a Material Adverse Effect on such Borrower and # has the requisite corporate power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted. Each Material Subsidiary of a Borrower that is not a corporation # is a limited liability company or other legal entity duly organized and validly existing under the laws of its jurisdiction of organization, # is registered or qualified as a limited liability company or other entity authorized to do business in every jurisdiction where the failure to be so registered or qualified would have a Material Adverse Effect on such Borrower and # has the requisite power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted.