thereto has been made or is pending except as set forth in Annex
3.
5.Attached hereto as Annex 4 is a true and correct list of the Persons that are
now duly elected and qualified officers of [the Borrower][the Certifying Loan
Party] 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 officers, and each of such officers, acting alone, is duly
authorized to execute and deliver on behalf of [the Borrower] [the Certifying
Loan Party] each of the Loan Documents to which it is a party and any
certificate or other document to be delivered by [the Borrower] [the Certifying
Loan Party] pursuant to the Loan Documents to which it is a party.
6.Attached hereto as Annex 5 is a good standing certificate for the [Borrower]
[Certifying Loan Party] certified as of a recent date by the appropriate
Governmental Authority of the jurisdiction of its organization.
EXHIBIT C
7.Attached hereto as Annex 6 are certificates of foreign qualification as a
foreign corporation in respect of the [Borrower] [Certifying Loan Party] issued
by each jurisdiction in which the failure of the [Borrower] [Certifying Loan
Party] to be so qualified could reasonably be expected to result in a Material
Adverse Effect.
[Signature page follows]
EXHIBIT C
IN WITNESS WHEREOF, I have hereunto set my hand as of the date set forth below.
By:
Name:
Title:
Secretary
I, [
],
in
my
capacity
as
the
[
]
of [the Borrower][the Certifying Loan Party], do
hereby certify in the name and on behalf of [the Borrower][the
Certifying
Loan
Party] that
[
]
is
the
duly
elected
and
qualified
Secretary
of
[the Borrower][the Certifying Loan Party] and that the signature appearing above
is [her][his] genuine signature.
Date: [
]
By:
Name:
Title:
EXHIBIT C
ANNEX 1
RESOLUTIONS
EXHIBIT C
ANNEX 2
[BYLAWS][OPERATING AGREEMENT][LIMITED PARTNERSHIP AGREEMENT]
EXHIBIT C
ANNEX 3
[CERTIFICATE][ARTICLES] OF [INCORPORATION][ORGANIZATION][FORMATION]
EXHIBIT C
ANNEX 4
INCUMBENCY
[insert name of applicable Loan Party]
Name
Office
Signature
[
]
[
]
[
]
[
]
[
]
[
]
[
]
[
]
EXHIBIT C
ANNEX 5
GOOD STANDING CERTIFICATE
EXHIBIT C
ANNEX 6
FOREIGN QUALIFICATION CERTIFICATES
EXHIBIT C
EXHIBIT D
FORM OF CLOSING DATE SOLVENCY CERTIFICATE
EXTREME NETWORKS, INC.
Date:
[
], 2018
To the Administrative Agent,
and each of the Lenders party
to the Credit Agreement referred to below:
This SOLVENCY CERTIFICATE (this "Certificate") is delivered pursuant to Section
5.1(l) of that certain Credit Agreement, of even date herewith, by and among
EXTREME NETWORKS, INC., a Delaware corporation (the "Borrower"), the Lenders
party thereto, and BANK OF MONTREAL, as Administrative Agent (as amended,
restated, amended and restated, supplemented, restructured or otherwise modified
from time to time, the "Credit Agreement"). Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement. The undersigned Chief Financial Officer
of