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Contract analysis / secretarys-certificate-borrower.docx
secretarys-certificate-borrower.docx
1005-00001 · 8 clauses
High · 1 Medium · 1 Standard · 0
1. Incumbency of Authorized Officers
1. Incumbency of Authorized Officers I hereby certify that each of the persons listed below is, as of the date hereof, a duly elected or appointed officer of the Borrower holding the office set forth opposite such person's name. Each such person is authorized, acting individually, to execute and deliver, on behalf of the Borrower, the Credit Agreement, the Guarantee Agreement, the Security Agreement, the Pledge Agree
2. Board Resolutions Medium
⚑ Forum / governing law
2. Board Resolutions I hereby certify that attached hereto as Exhibit A is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of the Borrower on January 13, 2025, at a meeting of the Board of Directors duly called and held in accordance with applicable law and the Borrower's Certificate of Incorporation and Bylaws, at which a quorum of directors was presen
3. Organizational Documents
3. Organizational Documents (a) Certificate of Incorporation I hereby certify that attached hereto as Exhibit B is a true, correct, and complete copy of the Certificate of Incorporation of the Borrower, as originally filed with the Secretary of State of the State of Delaware, together with all certificates of amendment, certificates of correction, certificates of designation, and any other instruments amending or sup
4. Good Standing
4. Good Standing I hereby certify that the Borrower is duly organized, validly existing, and in good standing under the laws of the State of Delaware. A certificate of good standing issued by the Secretary of State of the State of Delaware, dated within five (5) business days of March 28, 2025, has been delivered separately to the Administrative Agent as a condition precedent to the initial borrowing under the Credit
5. No Conflict; No Further Approvals
5. No Conflict; No Further Approvals I hereby certify that the execution, delivery, and performance by the Borrower of the Credit Agreement and each other Loan Document to which the Borrower is or will be a party, and the consummation of the transactions contemplated thereby (including the borrowing of $1,400,000,000 under the Term Loan B facility, the granting of liens and security interests, the refinancing of the
6. Full Force and Effect
6. Full Force and Effect I hereby certify that all organizational documents, board resolutions, officer incumbencies, and corporate authorizations described in or attached to this Certificate are in full force and effect as of the date hereof and have not been amended, supplemented, revoked, rescinded, or otherwise modified in any respect since the respective dates set forth herein. There exist no other resolutions,
7. Reliance
7. Reliance This Certificate is delivered pursuant to the requirements of the Credit Agreement and is intended to be relied upon by: (i) Crescent Harbor Bank, N.A., in its capacities as Administrative Agent and Collateral Agent under the Credit Agreement and the other Loan Documents; (ii) Ironwood Capital Markets, LLC and Northvane Securities, Inc., in their capacities as Joint Lead Arrangers and Joint Bookrunners; (
8. Governing Law High
⚑ Indemnity / guarantee obligation
8. Governing Law This Certificate shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction, consistent with the governing law provisions set forth in the Credit Agreement. [Signature Page Follows] IN WITNESS WHEREOF, the undersigned has executed this Secretary'