or "Manager's", etc., as applicable.
2
Use "the date hereof" for any certificate being delivered on the Closing Date.
Reference the actual date of the Credit Agreement for any certificate delivered
thereafter.
3
Select the proper name for the relevant organizational document.
[EXHIBIT 3.1(b)(v)]
-1-
2. Attached hereto as Exhibit B is a correct and complete copy of the
[by-laws]/[limited liability company agreement]/[operating agreement]/[limited
partnership agreement]4 (including all amendments thereto) of the Company (the
"Governing Document") as in effect at all times since the adoption thereof to
and including the date hereof. Such Governing Document has not been amended,
repealed, modified or restated since the adoption thereof to and including the
date hereof, and such Governing Document is in full force and effect on the date
hereof.
3. Attached hereto as Exhibit C is a correct and complete copy of the [unanimous
written consent]/[resolutions]5 (the "Authorizing Document") duly
[executed]/[adopted] by the [board of directors]/[board of managers]/[sole
manager]/[general partner]6 of the Company authorizing the execution, delivery
and performance of each Loan Document to be executed by the Company and the
consummation of the transactions contemplated thereby. Such Authorizing Document
has not in any way been amended, modified, revoked or rescinded and is in full
force and effect on the date hereof.
4. Attached hereto as Exhibit D is a list of Responsible Officers who are now
duly elected and qualified officers of the Company holding the offices indicated
next to their respective names, and the signatures appearing opposite their
respective names are the true and genuine signatures of such Responsible
Officers, and each such Responsible Officer is duly authorized to execute,
deliver and perform, on behalf of the Company, the Loan Documents to which the
Company is a party and any exhibit, certificate or other document to be
delivered by the Company pursuant to such Loan Documents.
5. Attached hereto as Exhibit E is a copy of the certificate of good standing of
the Company, dated as of [
] and certified by the Secretary
of State of the State of [
].
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
4
Select the proper name for the relevant governing document.
5
Select the proper name for the relevant authorizing document.
6
Select the name of the appropriate governing body.
EXHIBIT 3.1(b)(v)
-2-
IN WITNESS WHEREOF, the undersigned have executed this [Secretary's] Certificate
to be effective as of the date first above written.
ENTITY NAME(S) By:
Name:
Title:
Chief [Executive]/[Financial] Officer By:
Name:
Title:
[Secretary]
EXHIBIT 3.1(b)(v)
[SIGNATURE PAGE TO [ENTITY NAME] [SECRETARY'S] CERTIFICATE]
EXHIBIT A
[CERTIFICATE]/[ARTICLES OF [
]
See attached.
EXHIBIT 3.1(b)(v)
[EXHIBIT A TO [SECRETARY'S] CERTIFICATE]
EXHIBIT B
GOVERNING DOCUMENT
See attached.
EXHIBIT 3.1(b)(v)
[EXHIBIT B TO [SECRETARY'S] CERTIFICATE]
EXHIBIT C
AUTHORIZING DOCUMENT
See attached.
EXHIBIT 3.1(b)(v)
[EXHIBIT C TO [SECRETARY'S] CERTIFICATE]
EXHIBIT D
INCUMBENCY
NAME
OFFICE
SIGNATURE
[
]
[
]
[
]
[
]
[
]
[
]
[
]
[
]
EXHIBIT 3.1(b)(v)
[EXHIBIT D - INCUMBENCY -