Common use of BORROWER AND MATERIAL SUBSIDIARY CORPORATE DOCUMENTS Clause in Contracts

BORROWER AND MATERIAL SUBSIDIARY CORPORATE DOCUMENTS. (1) The Certificate of Incorporation (or comparable certificate) of FIL, any Designated Borrower, each Eligible Material Subsidiary and any Subsidiary of FIL executing the Guaranty, certified as of a recent date prior to the Closing Date by the Secretary of State (or comparable public official) of its jurisdiction of incorporation (or, if any such Subsidiary is organized under the laws of any jurisdiction outside the United States, such other evidence as Agent may request to establish that such Person is duly organized and existing under the laws of such jurisdiction), together with an English translation thereof (if appropriate); (2) To the extent such jurisdiction has the legal concept of a corporation being in good standing and a Governmental Authority in such jurisdiction issues any evidence of such good standing, a Certificate of Good Standing (or comparable certificate) for FIL, any Designated Borrower, each Eligible Material Subsidiary and any Subsidiary of FIL executing the Guaranty, certified as of a recent date prior to the Closing Date by the Secretary of State (or comparable public official) of its jurisdiction of incorporation (or, if any such Person is organized under the laws of any jurisdiction outside the United States, such other evidence as Agent may request to establish that such Person is duly qualified to do business and in good standing under the laws of such jurisdiction), together with an English translation thereof (if appropriate); (3) A certificate of the Secretary or an Assistant Secretary (or comparable officer) of FIL, any Designated Borrower, each Eligible Material Subsidiary and any Subsidiary of FIL executing the Guaranty, dated the Closing Date, certifying (a) that attached thereto is a true and correct copy of the Bylaws of such Subsidiary as in effect on the Closing Date (or, if any such Subsidiary is organized under the laws of any jurisdiction outside the United States, any comparable document provided for in the respective corporate laws of that jurisdiction); (b) that attached thereto are true and correct copies of resolutions duly adopted by the Board of Directors of such Subsidiary (or other comparable enabling action) and continuing in effect, which (i) authorize the execution, delivery and performance by such Person of the Credit Documents to be executed by such Person and the consummation of the transactions contemplated thereby and (ii) designate the officers, directors and attorneys authorized so to execute, deliver and perform on behalf of such Person; and (c) that there are no proceedings for the dissolution or liquidation of such Person, together with a certified English translation thereof (if appropriate); and (4) A certificate of the Secretary or an Assistant Secretary (or comparable officer) of FIL, any Designated Borrower, each Eligible Material Subsidiary and any Subsidiary of FIL executing the Guaranty, dated the Closing Date, certifying the incumbency, signatures and authority of the officers, 3.01-1 directors and attorneys of such Person authorized to execute, deliver and perform the Credit Documents to be executed by such Person, together with a certified English translation thereof (if appropriate).

BORROWER AND MATERIAL SUBSIDIARY CORPORATE DOCUMENTS. (1) The Certificate of Incorporation (or comparable certificate) of FIL, any Designated Borrower, each Eligible Material Subsidiary, any Subsidiary executing a Pledge Agreement or the Guaranty, and any Subsidiary of FIL executing the Guarantywhose shares are being pledged pursuant to a Pledge Agreement, certified as of a recent date prior to the Closing Date by the Secretary of State (or comparable public official) of its jurisdiction of incorporation (or, if any such Subsidiary is organized under the laws of any jurisdiction outside the United States, such other evidence as Agent may request to establish that such Person is duly organized and existing under the laws of such jurisdiction), together with an English translation thereof (if appropriate); (2) To the extent such jurisdiction has the legal concept of a corporation being in good standing and a Governmental Authority in such jurisdiction issues any evidence of such good standing, a Certificate of Good Standing (or comparable certificate) for FIL, any Designated Borrower, each Eligible Material Subsidiary, any Subsidiary executing a Pledge Agreement or the Guaranty, and any Subsidiary of FIL executing the Guarantywhose shares are being pledged pursuant to a Pledge Agreement, certified as of a recent date prior to the Closing Date by the Secretary of State (or comparable public official) of its jurisdiction of incorporation (or, if any such Person is organized under the laws of any jurisdiction outside the United States, such other evidence as Agent may request to establish that such Person is duly qualified to do business and in good standing under the laws of such jurisdiction), together with an English translation thereof (if appropriate); (3) A certificate of the Secretary or an Assistant Secretary (or comparable officer) of FIL, any Designated Borrower, each Eligible Material Subsidiary, any Subsidiary executing a Pledge Agreement or the Guaranty, and any Subsidiary of FIL executing the Guarantywhose shares are being pledged pursuant to a Pledge Agreement, dated the Closing Date, certifying (a) that attached thereto is a true and correct copy of the Bylaws of such Subsidiary as in effect on the Closing Date (or, if any such Subsidiary is organized under the laws of any jurisdiction outside the United States, any comparable document provided for in the respective corporate laws of that jurisdiction); (b) (except in the case of a Subsidiary which is not executing any Credit Documents) that attached thereto are true and correct copies of resolutions duly adopted by the Board of Directors of such Subsidiary (or other comparable enabling action) and continuing in effect, which (i) authorize the execution, delivery and performance by such Person of the Credit Documents to be executed by such Person and the consummation of the transactions contemplated thereby and (ii) designate the officers, directors and attorneys authorized so to execute, deliver and perform on behalf of such Person; and (c) that there are no proceedings for the dissolution or liquidation of such Person, together with a certified English translation thereof (if appropriate); and (4) A certificate of the Secretary or an Assistant Secretary (or comparable officer) of FIL, any Designated Borrower, each Eligible Material Subsidiary and any Subsidiary of FIL executing a Pledge Agreement or the Guaranty, dated the Closing Date, certifying the incumbency, signatures and authority of the officers, 3.01-1 , directors and attorneys of such Person authorized to execute, deliver and perform the Credit Documents to be executed by such Person, together with a certified English translation thereof (if appropriate).

BORROWER AND MATERIAL SUBSIDIARY CORPORATE DOCUMENTS. (1) The Certificate of Incorporation (or comparable certificate) of FIL, any Designated Borrower, each Eligible Material Subsidiary and any Subsidiary of FIL executing the Guaranty, certified as of a recent date prior to the Closing Date by the Secretary of State (or comparable public official) of its jurisdiction of incorporation (or, if any such Subsidiary is organized under the laws of any jurisdiction outside the United States, such other evidence as Agent may request to establish that such Person is duly organized and existing under the laws of such jurisdiction), together with an English translation thereof (if appropriate); (2) To the extent such jurisdiction has the legal concept of a corporation being in good standing and a Governmental Authority in such jurisdiction issues any evidence of such good standing, a Certificate of Good Standing (or comparable certificate) for FIL, any Designated Borrower, each Eligible Material Subsidiary and any Subsidiary of FIL executing the Guaranty, certified as of a recent date prior to the Closing Date by the Secretary of State (or comparable public official) of its jurisdiction of incorporation (or, if any such Person is organized under the laws of any jurisdiction outside the United States, such other evidence as Agent may request to establish that such Person is duly qualified to do business and in good standing under the laws of such jurisdiction), together with an English translation thereof (if appropriate); (3) A certificate of the Secretary or an Assistant Secretary (or comparable officer) of FIL, any Designated Borrower, each Eligible Material Subsidiary and any Subsidiary of FIL executing the Guaranty, dated the Closing Date, certifying (a) that attached thereto is a true and correct copy of the Bylaws of such Subsidiary as in effect on the Closing Date (or, if any such Subsidiary is organized under the laws of any jurisdiction outside the United States, any comparable document provided for in the respective corporate laws of that jurisdiction); (b) that attached thereto are true and correct copies of resolutions duly adopted by the Board of Directors of such Subsidiary (or other comparable enabling action) and continuing in effect, which (i) authorize the execution, delivery and performance by such Person of the Credit Documents to be executed by such Person and the consummation of the transactions contemplated thereby and (ii) designate the officers, directors and attorneys authorized so to execute, deliver and perform on behalf of such Person; and (c) that there are no proceedings for the dissolution or liquidation of such Person, together with a certified English translation thereof (if appropriate); and (4) A certificate of the Secretary or an Assistant Secretary (or comparable officer) of FIL, any Designated Borrower, each Eligible Material Subsidiary and any Subsidiary of FIL executing the Guaranty, dated the Closing Date, certifying the incumbency, signatures and authority of the officers,, directors and attorneys of 3.01-1 directors and attorneys of such Person authorized to execute, deliver and perform the Credit Documents to be executed by such Person, together with a certified English translation thereof (if appropriate).

BORROWER AND MATERIAL SUBSIDIARY CORPORATE DOCUMENTS. (1) The Certificate of Incorporation (or comparable certificate) of FIL, any Designated Borrower, each Eligible Material Subsidiary, any Subsidiary executing a Pledge Agreement or a Guaranty, and any Subsidiary of FIL executing the Guarantywhose shares are being pledged pursuant to a Pledge Agreement, certified as of a recent date prior to the Closing Date by the Secretary of State (or comparable public official) of its jurisdiction of incorporation (or, if any such Subsidiary is organized under the laws of any jurisdiction outside the United States, such other evidence as Agent may request to establish that such Person is duly organized and existing under the laws of such jurisdiction), together with an English translation thereof (if appropriate); (2) To the extent such jurisdiction has the legal concept of a corporation being in good standing and a Governmental Authority in such jurisdiction issues any evidence of such good standing, a Certificate of Good Standing (or comparable certificate) for FIL, any Designated Borrower, each Eligible Material Subsidiary, any Subsidiary executing a Pledge Agreement or a Guaranty, and any Subsidiary of FIL executing the Guarantywhose shares are being pledged pursuant to a Pledge Agreement, certified as of a recent date prior to the Closing Date by the Secretary of State (or comparable public official) of its jurisdiction of incorporation (or, if any such Person is organized under the laws of any jurisdiction outside the United States, such other evidence as Agent may request to establish that such Person is duly qualified to do business and in good standing under the laws of such jurisdiction), together with an English translation thereof (if appropriate); (3) A certificate of the Secretary or an Assistant Secretary (or comparable officer) of FIL, any Designated Borrower, each Eligible Material Subsidiary, any Subsidiary executing a Pledge Agreement or a Guaranty, and any Subsidiary of FIL executing the Guarantywhose shares are being pledged pursuant to a Pledge Agreement, dated the Closing Date, certifying (a) that attached thereto is a true and correct copy of the Bylaws of such Subsidiary as in effect on the Closing Date (or, if any such Subsidiary is organized under the laws of any jurisdiction outside the United States, any comparable document provided for in the respective corporate laws of that jurisdiction); (b) (except in the case of a Subsidiary which is not executing any Credit Document) that attached thereto are true and correct copies of resolutions duly adopted by the Board of Directors of such Subsidiary (or other comparable enabling action) and continuing in effect, which (i) authorize the execution, delivery and performance by such Person of the Credit Documents to be executed by such Person and the consummation of the transactions contemplated thereby and (ii) designate the officers, directors and attorneys authorized so to execute, deliver and perform on behalf of such Person; and (c) that there are no proceedings for the dissolution or liquidation of such Person, together with a certified English translation thereof (if appropriate); and (4) A certificate of the Secretary or an Assistant Secretary (or comparable officer) of FIL, any Designated Borrower, each Eligible Material Subsidiary and any Subsidiary of FIL executing the a Pledge Agreement or a Guaranty, dated the Closing Date, certifying the incumbency, signatures and authority of the officers, 3.01-1 , directors and attorneys of such Person authorized to execute, deliver and perform the Credit Documents to be executed by such Person, together with a certified English translation thereof (if appropriate).