Common use of Borrower Organizational Documents Clause in Contracts

Borrower Organizational Documents. (i) The certificate of formation of the Borrower, certified as of a recent date prior to the Effective Date by the Secretary of State of Delaware; (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Date, certifying that (A) attached thereto is a true and correct copy of the certificate of formation, the operating agreement and bylaws of the Borrower as in effect on the Effective Date; (B) attached thereto is a true and correct copy of a Board Resolution of the Borrower, which authorizes the execution, delivery and performance by the Borrower of this Agreement and the other Credit Documents executed or to be executed by the Borrower and the consummation of the transactions contemplated hereby and thereby and (C) there are no proceedings for the dissolution or liquidation of the Borrower; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Date, certifying the incumbency, signatures and title of the officers of the Borrower authorized to, and who have acted to, execute, deliver and perform this Agreement, the other Credit Documents and all other documents, instruments or agreements related thereto executed or to be executed by the Borrower; and (iv) Certificates of good standing for the Borrower, certified as of a recent date prior to the Effective Date by the Secretary of State (or comparable official) of Delaware and each state or jurisdiction in which the Borrower is qualified to do business.

Borrower Organizational Documents. (i) The A certificate of formation of good standing (or comparable certificate) for the Borrower, certified as of a recent date prior to the Effective Closing Date by the Secretary of State of the State of Delaware; (ii) A certificate of the Secretary or an Assistant Secretary (or comparable officer) of the Borrower, dated the Effective Closing Date, certifying (a) that (A) attached thereto is a true and correct copy of the certificate of formation, incorporation of the operating agreement Borrower as in effect on the Closing Date; (b) that attached thereto is a true and correct copy of the bylaws of the Borrower as in effect on the Effective Closing Date; (Bc) that attached thereto is a are true and correct copy copies of a Board Resolution resolutions duly adopted by the board of directors of the BorrowerBorrower (or other comparable enabling action) and continuing in effect, which authorizes authorize the execution, delivery and performance by the Borrower of this Agreement and the other Credit Documents executed or to be executed by the Borrower and the consummation of the transactions contemplated hereby and thereby and thereby; (Cd) that there are no proceedings for the dissolution or liquidation of the Borrower; ; and (iiie) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Date, certifying the incumbency, signatures and title authority of the officers of the Borrower authorized to, and who have acted to, to execute, deliver and perform this Agreement, the other Credit Documents and all other documents, instruments or agreements related thereto executed or to be executed by the Borrower; and (iv) Certificates of good standing for the Borrower, certified as of a recent date prior to the Effective Date by the Secretary of State (or comparable official) of Delaware and each state or jurisdiction in which the Borrower is qualified to do business.

Borrower Organizational Documents. (i) The certificate of formation incorporation of the Borrower, certified as of a recent date prior to the Effective Closing Date by the Secretary of State of Delaware; (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Closing Date, certifying that (A) attached thereto is a true and correct copy of the certificate of formation, the operating agreement and bylaws of the Borrower as in effect on the Effective Closing Date; (B) attached thereto is a are true and correct copy copies of a Board Resolution resolutions duly adopted by the board of directors of the BorrowerBorrower and continuing in effect, which authorizes authorize the execution, delivery and performance by the Borrower of this Agreement and the other Credit Documents executed or to be executed by the Borrower and the consummation of the transactions contemplated hereby and thereby thereby; and (C) there are no proceedings for the dissolution or liquidation of the Borrower; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Closing Date, certifying the incumbency, signatures and title authority of the officers of the Borrower authorized to, and who have acted to, to execute, deliver and perform this Agreement, the other Credit Documents and all other documents, instruments or agreements related thereto executed or to be executed by the Borrower; and (iv) Certificates of good standing (or comparable certificates) for the Borrower, certified as of a recent date prior to the Effective Closing Date by the Secretary Secretaries of State (or comparable official) of Delaware and each state or jurisdiction in which the Borrower is qualified to do business.

Borrower Organizational Documents. (i) The certificate of formation incorporation of the Borrower, certified as of a recent date prior to the Effective Closing Date by the Secretary of State (or comparable official) of Delawarethe Borrower’s state of incorporation; (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Closing Date, certifying that (A) attached thereto is a true and correct copy of the certificate of formation, the operating agreement and bylaws of the Borrower as in effect on the Effective Closing Date; (B) attached thereto is a are true and correct copy copies of a Board Resolution resolutions duly adopted by the board of directors of the BorrowerBorrower and continuing in effect, which authorizes authorize the execution, delivery and performance by the Borrower of this Agreement and the other Credit Documents executed or to be executed by the Borrower and the consummation of the transactions contemplated hereby and thereby and thereby; (C) there are no proceedings for the dissolution or liquidation of the Borrower; ; and (iiiD) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Date, certifying the incumbency, signatures and title authority of the officers of the Borrower authorized to, and who have acted to, to execute, deliver and perform this Agreement, the other Credit Documents and all other documents, instruments or agreements related thereto executed or to be executed by the Borrower; and; (iviii) Certificates of good standing (or comparable certificates) for the Borrower, certified as of a recent date prior to the Effective Closing Date by the Secretary of State (or comparable official) of Delaware and each state or jurisdiction in which the Borrower is qualified to do business; and (iv) To the extent available from such jurisdiction, certificates of the Franchise Tax Board, Secretary of State or comparable official of the same states referenced in clause (iii) above for the Borrower, dated as of a date close to the Closing Date, stating that the Borrower is in good tax standing under the laws of such states.

Borrower Organizational Documents. (i) The certificate of formation or comparable document of the Borrower, certified as of a recent date prior to the Effective Date by the Secretary of State of Delaware; (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Date, certifying that (A) attached thereto is a true and correct copy of the certificate of formation, the operating agreement and bylaws Operating Agreement of the Borrower as in effect on the Effective Date; (B) attached thereto is a true and correct copy of a Board Resolution of the Borrower, which authorizes the execution, delivery and performance by the Borrower of this Agreement and the other Credit Documents executed or to be executed by the Borrower and the consummation of the transactions contemplated hereby and thereby and (C) there are no proceedings for the dissolution or liquidation of the Borrower; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Date, certifying the incumbency, signatures and title of the officers of the Borrower authorized to, and who have acted to, execute, deliver and perform this Agreement, the other Credit Documents and all other documents, instruments or agreements related thereto executed or to be executed by the BorrowerBorrower Entities; and (iv) Certificates of good standing for the Borrower, certified as of a recent date prior to the Effective Date by the Secretary of State (or comparable official) of Delaware and each state or jurisdiction in which the Borrower is qualified to do business.

Borrower Organizational Documents. (i) The certificate of formation of the Borrower, certified as of a recent date prior to the Effective Date by the Secretary of State of Delaware; (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Date, certifying that (A) either (x) the certificate of formation, operating agreement and bylaws of the Borrower delivered on March 31, 2008 in connection with the Existing Credit Agreement remain true and correct or (y) attached thereto is a true and correct copy of the certificate of formation, the operating agreement and bylaws of the Borrower as in effect on the Effective Date; (B) either (x) the resolutions of the Borrower delivered on March 31, 2008 in connection with the Existing Credit Agreement have not been amended, rescinded, or modified since their adoption and remain in effect as of the date hereof and are the only resolutions regarding the Transaction or (y) attached thereto is a true and correct copy of a Board Resolution of the Borrower, which authorizes the execution, delivery and performance by the Borrower of this Agreement and the other Credit Documents executed or to be executed by the Borrower and the consummation of the transactions contemplated hereby and thereby and (C) there are no proceedings for the dissolution or liquidation of the Borrower; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Date, certifying the incumbency, signatures and title of the officers of the Borrower authorized to, and who have acted to, execute, deliver and perform this Agreement, the other Credit Documents and all other documents, instruments or agreements related thereto executed or to be executed by the Borrower; and (iv) Certificates of good standing for the Borrower, certified as of a recent date prior to the Effective Date by the Secretary of State (or comparable official) of Delaware and each state or jurisdiction in which the Borrower is qualified to do business.

Borrower Organizational Documents. (i) The certificate of formation or comparable document of the Borrower, certified as of a recent date prior to the Effective Closing Date by the Secretary of State of Delaware; (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Closing Date, certifying that (A) attached thereto is a true and correct copy of the certificate of formation, the operating agreement and bylaws Operating Agreement of the Borrower as in effect on the Effective Closing Date; (B) attached thereto is a true and correct copy of a Board Resolution of the Borrower, which authorizes the execution, delivery and performance by the Borrower of this Agreement and the other Credit Documents executed or to be executed by the Borrower and the consummation of the transactions contemplated hereby and thereby thereby; and (C) there are no proceedings for the dissolution or liquidation of the Borrower; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Closing Date, certifying the incumbency, signatures and title of the officers of the Borrower authorized to, and who have acted to, execute, deliver and perform this Agreement, the other Credit Documents and all other documents, instruments or agreements related thereto executed or to be executed by the Borrower; andBorrower Entities; (iv) Certificates of good standing for the Borrower, certified as of a recent date prior to the Effective Closing Date by the Secretary of State (or comparable official) of Delaware and each state or jurisdiction in which the Borrower is qualified to do business; and (v) Certificates of the Franchise Tax Board, Secretary of State or comparable official of the state of Delaware, dated as of a date close to the Closing Date, stating that the Borrower is in good tax standing under the laws of such state.

Borrower Organizational Documents. (i) The certificate of formation incorporation of the Borrower, certified as of a recent date prior to the Effective Closing Date by the Secretary of State of Delaware; (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Closing Date, certifying that (A) attached thereto is a true and correct copy of the certificate of formation, the operating agreement incorporation and bylaws of the Borrower as in effect on the Effective Closing Date; (B) attached thereto is a are true and correct copy copies of a Board Resolution resolutions duly adopted by the board of directors of the BorrowerBorrower and continuing in effect, which authorizes authorize the execution, delivery and performance by the Borrower of this Agreement and the other Credit Documents executed or to be executed by the Borrower and the consummation of the transactions contemplated hereby and thereby and thereby; (C) there are no proceedings for the dissolution or liquidation of the Borrower; ; and (iiiD) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Date, certifying the incumbency, signatures and title authority of the officers of the Borrower authorized to, and who have acted to, to execute, deliver and perform this Agreement, the other Credit Documents and all other documents, instruments or agreements related thereto executed or to be executed by the Borrower; and; (iviii) Certificates of good standing (or comparable certificates) for the Borrower, certified as of a recent date prior to the Effective Closing Date by the Secretary of State (or comparable official) of Delaware and each state or jurisdiction in which the Borrower is qualified to do business; provided that, with respect to states in which the Borrower is qualified to do business (other than the State of Delaware), if the failure to be in good standing in any such state, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, no such certificate shall be required to be delivered; and (iv) To the extent available from such jurisdiction, certificates of the Franchise Tax Board, Secretary of State or comparable official of the same states referenced in clause (iii) above for the Borrower, dated as of a date close to the Closing Date, stating that the Borrower is in good tax standing under the laws of such states; provided that, with respect to states in which the Borrower is qualified to do business (other than the State of Delaware), if the failure to be in good tax standing in any such state, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, no such certificate shall be required to be delivered.

Borrower Organizational Documents. (i) The certificate articles of formation incorporation of the Borrower, certified as of a recent date prior to the Effective Closing Date by the Secretary of State of Delaware; (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Closing Date, certifying that (A) attached thereto is a true and correct copy of the certificate of formation, the operating agreement and bylaws of the Borrower as in effect on the Effective Closing Date; (B) attached thereto is a are true and correct copy copies of a Board Resolution resolutions duly adopted by the board of directors of the BorrowerBorrower and continuing in effect, which authorizes authorize the execution, delivery and performance by the Borrower of this Agreement and the other Credit Documents executed or to be executed by the Borrower and the consummation of the transactions contemplated hereby and thereby thereby; and (C) there are no proceedings for the dissolution or liquidation of the Borrower; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Closing Date, certifying the incumbency, signatures and title authority of the officers of the Borrower authorized to, and who have acted to, to execute, deliver and perform this Agreement, the other Credit Documents and all other documents, instruments or agreements related thereto executed or to be executed by the Borrower; and; (iv) Certificates of good standing (or comparable certificates) for the Borrower, certified as of a recent date prior to the Effective Closing Date by the Secretary Secretaries of State (or comparable official) of Delaware, Idaho and West Virginia; and (v) Certificates of the Franchise Tax Board, Secretary of State or comparable official of the state of Delaware and each state or jurisdiction in which West Virginia, dated as of a date close to the Closing Date, stating that the Borrower is qualified to do businessin good tax standing under the laws of such states.

Borrower Organizational Documents. (i) The certificate of formation incorporation of the Borrower, certified as of a recent date prior to the Effective Closing Date by the Secretary of State (or comparable official) of Delawarethe Borrower’s state of incorporation; (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Closing Date, certifying that (A) attached thereto is a true and correct copy of the certificate of formation, the operating agreement and bylaws of the Borrower as in effect on the Effective Closing Date; (B) attached thereto is a are true and correct copy copies of a Board Resolution resolutions duly adopted by the board of directors of the BorrowerBorrower and continuing in effect, which authorizes authorize the execution, delivery and performance by the Borrower of this Agreement and the other Credit Documents executed or to be executed by the Borrower and the consummation of the transactions contemplated hereby and thereby thereby; and (C) there are no proceedings for the dissolution or liquidation of the Borrower; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Closing Date, certifying the incumbency, signatures and title authority of the officers of the Borrower authorized to, and who have acted to, to execute, deliver and perform this Agreement, the other Credit Documents and all other documents, instruments or agreements related thereto executed or to be executed by the Borrower; and; (iv) Certificates of good standing (or comparable certificates) for the Borrower, certified as of a recent date prior to the Effective Closing Date by the Secretary of State (or comparable official) of Delaware Minnesota and each state Nevada; and (v) To the extent available from such jurisdiction, certificates of the Franchise Tax Board, Secretary of State or jurisdiction comparable official of the same states referenced in which clause (iv) above for the Borrower, dated as of a date close to the Closing Date, stating that the Borrower is qualified to do businessin good tax standing under the laws of such states.

Borrower Organizational Documents. (i) The certificate articles of formation incorporation of the Borrower, certified as of a recent date prior to the Effective Closing Date by the Secretary of State of Delaware; (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Closing Date, certifying that (A) attached thereto is a true and correct copy of the certificate of formation, the operating agreement and bylaws of the Borrower as in effect on the Effective Closing Date; (B) attached thereto is a are true and correct copy copies of a Board Resolution resolutions duly adopted by the board of directors of the BorrowerBorrower and continuing in effect, which authorizes authorize the execution, delivery and performance by the Borrower of this Agreement and the other Credit Documents executed or to be executed by the Borrower and the consummation of the transactions contemplated hereby and thereby thereby; and (C) there are no proceedings for the dissolution or liquidation of the Borrower; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Closing Date, certifying the incumbency, signatures and title authority of the officers of the Borrower authorized to, and who have acted to, to execute, deliver and perform this Agreement, the other Credit Documents and all other documents, instruments or agreements related thereto executed or to be executed by the Borrower; and (iv) Certificates of good standing (or comparable certificates) for the Borrower, certified as of a recent date prior to the Effective Closing Date by the Secretary Secretaries of State (or comparable official) of Delaware Delaware, Idaho and each state or jurisdiction in which the Borrower is qualified to do businessWest Virginia.

Borrower Organizational Documents. (i) The certificate of formation incorporation of the Borrower, certified as of a recent date prior to the Effective Closing Date by the Secretary of State (or comparable official) of Delawarethe Borrower’s state of incorporation; (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Closing Date, certifying that (A) that attached thereto is a true and correct copy of the certificate of formation, the operating agreement and bylaws of the Borrower as in effect on the Effective Closing Date; (B) that attached thereto is a are true and correct copy copies of a Board Resolution resolutions duly adopted by the board of directors of the BorrowerBorrower and continuing in effect, which authorizes authorize the execution, delivery and performance by the Borrower of this Agreement and the other Credit Documents executed or to be executed by the Borrower and the consummation of the transactions contemplated hereby and thereby and thereby; (C) that there are no proceedings pending for the dissolution or liquidation of the Borrower; ; and (iiiD) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Date, certifying the incumbency, signatures and title authority of the officers of the Borrower authorized to, and who have acted to, to execute, deliver and perform this Agreement, the other Credit Documents and all other documents, instruments or agreements related thereto executed or to be executed by the Borrower; and; (iviii) Certificates of good standing (or comparable certificates) for the Borrower, certified as of a recent date prior to the Effective Closing Date by the Secretary of State (or comparable official) of Delaware and each state the State of California; and (iv) Certificates of the Franchise Tax Board, Secretary of State or jurisdiction comparable official of the same states referenced in which clause (iii) above for the Borrower, dated as of a date close to the Closing Date, stating that the Borrower is qualified to do businessin good tax standing under the laws of such states.