Common use of Addition of Lessees Clause in Contracts

Addition of Lessees. After the date hereof, additional Subsidiaries of ChoicePoint may become Lessees hereunder and under the other Operative Documents upon satisfaction of the following conditions precedent: (a) such Subsidiary and the Guarantor shall have executed and delivered to the Agent and the Lessor a Joinder Agreement, substantially in the form of Exhibit E; (b) such Subsidiary shall have delivered to each of the Agent and the Lessor (x) a certificate of the Secretary or an Assistant Secretary of such Subsidiary, attaching and certifying as to (i) the Board of Directors' resolution duly authorizing the execution, delivery and performance by it of each Operative Document to which it is or will be a party, (ii) the incumbency and signatures of persons authorized to execute and deliver such documents on its behalf, (iii) its articles or certificate of incorporation, certified as of a recent date by the Secretary of State of its incorporation and (iv) its by-laws, and (y) good standing or active status certificates from the appropriate offices of the States of such Subsidiary's incorporation and principal place of business; (c) such Subsidiary shall have delivered an opinion of Jones, Day, Reavis & Pogue, or other counsel to such Subsidiary, addxxxxxd to eaxx xx the Xxxxor, the Agent and the Lenders, substantially in the form of the opinion delivered by counsel to ChoicePoint on the Initial Closing Date; and (d) the Agent, the Lessor and the Lenders shall have received such other documents, certificates and information as any of them shall have reasonably requested.

Addition of Lessees. After the date hereof, additional Subsidiaries of ChoicePoint BGI may become Lessees hereunder and under the other Operative Documents upon satisfaction of the following conditions precedent: (a) such Subsidiary and the Guarantor Guarantors shall have executed and delivered to the Agent and the Lessor a Joinder Agreement, substantially in the form of Exhibit E; (b) such Subsidiary shall have delivered to each of the Agent and the Lessor (x) a certificate of the Secretary or an Assistant Secretary of such Subsidiary, attaching and certifying as to (i) the Board of Directors' resolution duly authorizing serving as authority for the execution, delivery and performance by it of each Operative Document to which it is or will be a party, (ii) the incumbency and signatures of persons authorized to execute and deliver such documents on its behalf, (iii) its articles or certificate of incorporation, certified as of a recent date by the Secretary of State of its incorporation and (iv) its by-laws, and (y) good standing or active status certificates from the appropriate offices of the States of such Subsidiary's incorporation and principal place of business; (c) such Subsidiary shall have delivered an opinion of Jones, Day, Reavis & PogueDickenson Wright PLLC and in-house counsel of BGI, or other counsel xx xxxx Xuxxxxxxry reasonably acceptable to such Subsidiarythe Agent, addxxxxxd addressed to eaxx xx each of the XxxxorLessor, the Agent and the Lenders, substantially in the form of the opinion delivered by counsel to ChoicePoint the Lessees and the Guarantors and in-house counsel of BGI on the Initial Closing Documentation Date; and (d) the Agent, the Lessor Agent and the Lenders Funding Parties shall have received such other documents, certificates and information as any of them shall have reasonably requested.

Addition of Lessees. After the date hereof, additional Subsidiaries of ChoicePoint ADESA may become Lessees hereunder and under the other Operative Documents upon satisfaction of the following conditions precedent: (a) such Subsidiary and the each Guarantor shall have executed and delivered to the Agent and the Lessor a Joinder Agreement, substantially in the form of Exhibit EXHIBIT E; (b) such Subsidiary shall have delivered to each of the Agent and the Lessor (x) a certificate of the Secretary or an Assistant Secretary of such Subsidiary, attaching and certifying as to (i) the Board of Directors' (or other governing body) resolution duly authorizing the execution, delivery and performance by it of each Operative Document to which it is or will be a party, (ii) the incumbency and signatures of persons authorized to execute and deliver such documents on its behalf, (iii) its articles or certificate of incorporationincorporation or other organizational documents, certified as of a recent date by the Secretary of State of its incorporation or formation and (iv) its by-laws, if applicable, and (y) good standing or active status certificates from the appropriate offices of the States of such Subsidiary's incorporation or formation and principal place of business; (c) such Subsidiary shall have delivered an opinion of Jones, Day, Reavis & PogueIce Miller, or other counsel to such Subsidiary, addxxxxxd addressed to eaxx xx the Xxxxoreach of txx Xxxsor, the Agent and the Lenders, substantially in the form of the opinion delivered by counsel to ChoicePoint ADESA on the Initial Closing Date; and (d) the Agent, the Lessor and the Lenders shall have received such other documents, certificates and information as any of them shall have reasonably requested.

Addition of Lessees. After the date hereof, additional Subsidiaries of ChoicePoint DAP may become Lessees hereunder and under the other Operative Documents upon satisfaction of the following conditions precedent: (a) such Subsidiary and the Guarantor shall have executed and delivered to the Agent and the Lessor a Joinder Agreement, substantially in the form of Exhibit E; (b) such Subsidiary shall have delivered to each of the Agent and the Lessor (x) a certificate of the Secretary or an Assistant Secretary of such Subsidiary, attaching and certifying as to (i) the Board of Directors' resolution duly authorizing the execution, delivery and performance by it of each Operative Document to which it is or will be a party, (ii) the incumbency and signatures of persons authorized to execute and deliver such documents on its behalf, (iii) its articles or certificate of incorporation, certified as of a recent date by the Secretary of State of its incorporation and (iv) its by-laws, and (y) good standing or active status certificates from the appropriate offices of the States of such Subsidiary's incorporation and principal place of business; (c) such Subsidiary shall have delivered an opinion of JonesTrenam Kemker, DayScharf, Reavis Barkin, Frye, O'Nexxx & PogueXullxx, X.A., or other counsel to such Subsidiary, addxxxxxd addressed to eaxx xx each of the XxxxorLessor, the Agent and the Lenders, substantially in the form of the opinion delivered by counsel to ChoicePoint on the Initial Closing Dateset forth in Exhibit G-1; and (d) the Agent, the Lessor and the Lenders shall have received such other documents, certificates and information as any of them shall have reasonably requested.

Addition of Lessees. After the date hereof, additional ------------------- Subsidiaries of ChoicePoint Xxxx Companies may become Lessees hereunder and under the other Operative Documents upon satisfaction of the following conditions precedent: (a) such Subsidiary and the Guarantor shall have executed and delivered to the Agent and the Lessor a Joinder Agreement, substantially in the form of Exhibit E;J; --------- (b) such Subsidiary shall have delivered to each of the Agent and the Lessor (x) a certificate of the Secretary or an Assistant Secretary of such Subsidiary, attaching and certifying as to (i) the Board of Directors' resolution duly authorizing the execution, delivery and performance by it of each Operative Document to which it is or will be a party, (ii) the incumbency and signatures of persons authorized to execute and deliver such documents on its behalf, (iii) its articles or certificate of incorporation, certified as of a recent date by the Secretary of State of its incorporation and (iv) its by-laws, and (y) good standing or active status certificates from the appropriate offices of the States of such Subsidiary's incorporation and principal place of business; (c) such Subsidiary shall have delivered an opinion of JonesSilver, DayXxxxxxxx & Taff, Reavis & PogueL.L.P., or other counsel addressed to such Subsidiary, addxxxxxd to eaxx xx each of the XxxxorLessor, the Agent and the Lenders, substantially in the form of the opinion delivered by counsel to ChoicePoint on the Initial Closing Dateset forth in Exhibit G-1; andand ----------- (d) the Agent, the Lessor and the Lenders shall have received such other documents, certificates and information as any of them shall have reasonably requested.

Addition of Lessees. After the date hereof, additional Subsidiaries of ChoicePoint Concord may become Lessees hereunder and under the other Operative Documents upon satisfaction of the following conditions precedent: (a) such Subsidiary and the Guarantor shall have executed and delivered to the Agent and the Lessor a Joinder Agreement, substantially in the form of Exhibit E; (b) such Subsidiary shall have delivered to each of the Agent and the Lessor (x) a certificate of the Secretary or an Assistant Secretary of such Subsidiary, attaching and certifying as to (i) the Board of Directors' resolution duly authorizing the execution, delivery and performance by it of each Operative Document to which it is or will be a party, (ii) the incumbency and signatures of persons authorized to execute and deliver such documents on its behalf, (iii) its articles or certificate of incorporation, certified as of a recent date by the Secretary of State of its incorporation and (iv) its by-laws, and (y) good standing or active status certificates from the appropriate offices of the States of such Subsidiary's incorporation and principal place of business; (c) such Subsidiary shall have delivered an opinion of Jones, Day, Reavis & Pogue, Dechert LLP or other counsel reasonably acceptable to such Subsidiarythe Agent and the Funding Parties, addxxxxxd addressed to eaxx xx each of the XxxxorLessor, the Agent and the Lenders, substantially in the form of the opinion opinions delivered by counsel pursuant to ChoicePoint on the Initial Closing Datefirst sentence of Section 3.2(vi) of the 2002 Master Agreement; and (d) the Agent, the Lessor and the Lenders shall have received such other documents, certificates and information as any of them shall have reasonably requested.

Addition of Lessees. After the date hereof, additional Subsidiaries of ChoicePoint DTS may become Lessees hereunder and under the other Operative Documents upon satisfaction of the following conditions precedent: (a) such Subsidiary and the Guarantor shall have executed and delivered to the Agent and the Lessor a Joinder Agreement, substantially in the form of Exhibit E; (b) such Subsidiary shall have delivered to each of the Agent and the Lessor (x) a certificate of the Secretary or an Assistant Secretary of such Subsidiary, attaching and certifying as to (i) the Board of Directors' resolution duly authorizing the execution, delivery and performance by it of each Operative Document to which it is or will be a party, (ii) the incumbency and signatures of persons authorized to execute and deliver such documents on its behalf, (iii) its articles or certificate of incorporation, certified as of a recent date by the Secretary of State of its incorporation and (iv) its by-laws, and (y) good standing or active status certificates from the appropriate offices of the States of such Subsidiary's incorporation and principal place of business; (c) such Subsidiary shall have delivered an opinion of JonesHofheimer Nusbaum, DayP.C., Reavis & Pogue, or other counsel to such Subsidiary, addxxxxxd to eaxx addrexxxx xx the Xxxxorxxxx xx xhe Lessor, the Agent and the Lenders, substantially in the form of the opinion delivered by counsel to ChoicePoint on the Initial Closing Dateset forth in Exhibit G-1; and (d) the Agent, the Lessor and the Lenders shall have received such other documents, certificates and information as any of them shall have reasonably requested.

Addition of Lessees. After the date hereof, additional Subsidiaries of ChoicePoint Dollar may become Lessees hereunder and under the other Operative Documents upon satisfaction of the following conditions precedent: (a) such Subsidiary and the Guarantor shall have executed and delivered to the Agent and the Lessor a Joinder Agreement, substantially in the form of Exhibit E; (b) such Subsidiary shall have delivered to each of the Agent and the Lessor (x) a certificate of the Secretary or an Assistant Secretary of such Subsidiary, attaching and certifying as to (i) the Board of Directors' resolution duly authorizing the execution, delivery and performance by it of each Operative Document to which it is or will be a party, (ii) the incumbency and signatures of persons authorized to execute and deliver such documents on its behalf, (iii) its articles or certificate of incorporation, certified as of a recent date by the Secretary of State of its incorporation and (iv) its by-laws, and (y) good standing or active status certificates from the appropriate offices of the States of such Subsidiary's incorporation and principal place of business; (c) such Subsidiary shall have delivered an opinion of JonesLarrx Xxxxxxx, Day, Reavis & Pogue, or other counsel xxdressed to such Subsidiary, addxxxxxd to eaxx xx each of the XxxxorLessor, the Agent and the Lenders, substantially in the form set forth in Exhibit G-1; (d) such Subsidiary shall have executed and delivered a Lease to each Funding Party and the original, chattel paper copy of such Lease shall have been delivered to the opinion delivered by counsel to ChoicePoint on the Initial Closing DateAgent; and (de) the Agent, the Lessor and the Lenders shall have received such other documents, certificates and information as any of them shall have reasonably requested.

Addition of Lessees. After the date hereof, additional Subsidiaries of ChoicePoint Concord may become Lessees hereunder and under the other Operative Documents upon satisfaction of the following conditions precedent: (a) such Subsidiary and the Guarantor shall have executed and delivered to the Agent and the Lessor a Joinder Agreement, substantially in the form of Exhibit E; (b) such Subsidiary shall have delivered to each of the Agent and the Lessor (x) a certificate of the Secretary or an Assistant Secretary of such Subsidiary, attaching and certifying as to (i) the Board of Directors' ’ resolution duly authorizing the execution, delivery and performance by it of each Operative Document to which it is or will be a party, (ii) the incumbency and signatures of persons authorized to execute and deliver such documents on its behalf, (iii) its articles or certificate of incorporation, certified as of a recent date by the Secretary of State of its incorporation and (iv) its by-laws, and (y) good standing or active status certificates from the appropriate offices of the States of such Subsidiary's ’s incorporation and principal place of business; (c) such Subsidiary shall have delivered an opinion of Jones, Day, Reavis & Pogue, Dechert or other counsel reasonably acceptable to such Subsidiarythe Agent and the Funding Parties, addxxxxxd addressed to eaxx xx each of the XxxxorLessor, the Agent and the Lenders, substantially in the form of the opinion opinions delivered by counsel pursuant to ChoicePoint on the Initial Closing Datefirst sentence of Section 3.2(vi); and (d) the Agent, the Lessor and the Lenders shall have received such other documents, certificates and information as any of them shall have reasonably requested.

Addition of Lessees. After the date hereof, additional Subsidiaries of ChoicePoint the Company may become Lessees hereunder and under the other Operative Documents upon satisfaction of the following conditions precedent: (a) such Subsidiary and the Guarantor shall have executed and delivered to the Administrative Agent and the Lessor a Joinder Agreement, substantially in the form of Exhibit EXHIBIT E; (b) such Subsidiary shall have delivered to each of the Administrative Agent and the Lessor (x) a certificate of the Secretary or an Assistant Secretary of such Subsidiary, attaching and certifying as to (i) the Board of Directors' Directors resolution duly authorizing the execution, delivery and performance by it of each Operative Document to which it is or will be a party, (ii) the incumbency and signatures of persons authorized to execute and deliver such documents on its behalf, (iii) its articles or certificate of incorporation, certified as of a recent date by the Secretary of State of its incorporation and (iv) its by-laws, and (y) good standing or active status certificates from the appropriate offices of the States of such Subsidiary's Subsidiarys incorporation and principal place of business; (c) such Subsidiary shall have delivered an opinion of JonesLocke, DayLiddell & Sapp, Reavis & PogueLLP, or other counsel addressed to such Subsidiaryeach of the Lessor, addxxxxxd to eaxx xx the Xxxxor, the Agent thx Xxxinistrative Xxxxt and the Lenders, substantially in the form of the opinion delivered by counsel to ChoicePoint on the Initial Closing Dateset forth in EXHIBIT G-1; and (d) the Administrative Agent, the Lessor and the Lenders shall have received such other documents, certificates and information as any of them shall have reasonably requestedrequested that are consistent with the type of such documentation delivered on the Initial Closing Date.

Addition of Lessees. After the date hereof, additional Subsidiaries of ChoicePoint may become Lessees hereunder and under the other Operative Documents upon satisfaction of the following conditions precedent: (a) such Subsidiary and the Guarantor shall have executed and delivered to the Agent and the Lessor a Joinder Agreement, substantially in the form of Exhibit E; (b) such Subsidiary shall have delivered to each of the Agent and the Lessor (x) a certificate of the Secretary or an Assistant Secretary of such Subsidiary, attaching and certifying as to (i) the Board of Directors' resolution duly authorizing the execution, delivery and performance by it of each Operative Document to which it is or will be a party, (ii) the incumbency and signatures of persons authorized to execute and deliver such documents on its behalf, (iii) its articles or certificate of incorporation, certified as of a recent date by the Secretary of State of its incorporation and (iv) its by-laws, and (y) good standing or active status certificates from the appropriate offices of the States of such Subsidiary's incorporation and principal place of business; (c) such Subsidiary shall have delivered an opinion of JonesXxxxx, Day, Reavis Xxxxxx & PogueXxxxx, or other counsel to such Subsidiary, addxxxxxd addressed to eaxx xx each of the XxxxorLessor, the Agent and the Lenders, substantially in the form of the opinion delivered by counsel to ChoicePoint on the Initial Closing Date; and (d) the Agent, the Lessor and the Lenders shall have received such other documents, certificates and information as any of them shall have reasonably requested.