Common use of Borrower’s Organizational Documents Clause in Contracts

Borrower’s Organizational Documents. (i) The certificate of formation of the Borrower, certified as of a recent date prior to the December 2019 Amendment Effective Date by the Secretary of State (or comparable official) of the State of Texas, or certified to by the Secretary of the Borrower that there have been no changes thereto since the July 2017 Amendment Effective Date; (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the December 2019 Amendment Effective Date, certifying that (A) attached thereto is a true and correct copy of the certificate of formation and limited liability company agreement of the Borrower as in effect on the December 2019 Amendment Effective Date, or certified to that there have been no changes thereto since the July 2017 Amendment Effective Date; (B) attached thereto are true and correct copies of resolutions duly adopted by the board of directors or other governing body of the Borrower (or other comparable enabling action) and continuing in effect, which authorize the execution, delivery and performance by the Borrower of this Amendment and the other Credit Documents executed or to be executed by the Borrower and the consummation of the transactions contemplated hereby and thereby; (C) there are no proceedings for the dissolution or liquidation of the Borrower; and (D) the incumbency, signatures and authority of the officers of the Borrower authorized to execute, deliver and perform this Amendment, the other Credit Documents and all other documents, instruments or agreements related thereto executed or to be executed by the Borrower; and (iii) Certificates of good standing (or comparable certificates) for the Borrower, certified as of a recent date prior to the December 2019 Amendment Effective Date by the Secretary of State (or comparable official) of Texas, California, Delaware and Ohio.

Borrower’s Organizational Documents. (i) The certificate of formation of the Borrower, certified as of a recent date prior to the December 2019 July 2017 Amendment Effective Date by the Secretary of State (or comparable official) of the State of Texas, or certified to by the Secretary of the Borrower that there have been no changes thereto since the July 2017 Amendment Effective Date; (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the December 2019 July 2017 Amendment Effective Date, certifying that (A) attached thereto is a true and correct copy of the certificate of formation and limited liability company agreement of the Borrower as in effect on the December 2019 Amendment Effective Date, or certified to that there have been no changes thereto since the July 2017 Amendment Effective Date; (B) attached thereto are true and correct copies of resolutions duly adopted by the board of directors or other governing body of the Borrower (or other comparable enabling action) and continuing in effect, which authorize the execution, delivery and performance by the Borrower of this Amendment and the other Credit Documents executed or to be executed by the Borrower and the consummation of the transactions contemplated hereby and thereby; (C) there are no proceedings for the dissolution or liquidation of the Borrower; and (D) the incumbency, signatures and authority of the officers of the Borrower authorized to execute, deliver and perform this Amendment, the other Credit Documents and all other documents, instruments or agreements related thereto executed or to be executed by the Borrower; and (iii) Certificates of good standing (or comparable certificates) for the Borrower, certified as of a recent date prior to the December 2019 July 2017 Amendment Effective Date by the Secretary of State (or comparable official) of Texas, California, Delaware and Ohio.

Borrower’s Organizational Documents. (i) The certificate or articles of formation incorporation of the Borrower, certified as of a recent date prior to the December 2019 Amendment Effective Closing Date by the Secretary of State (or comparable official) of the State Borrower’s jurisdiction of Texas, or certified to by the Secretary of the Borrower that there have been no changes thereto since the July 2017 Amendment Effective Dateincorporation; (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the December 2019 Amendment Effective Closing Date, certifying that (A) that attached thereto is a true and correct copy of the certificate or articles of formation incorporation and limited liability company agreement bylaws of the Borrower as in effect on the December 2019 Amendment Effective Date, or certified to that there have been no changes thereto since the July 2017 Amendment Effective Closing Date; (B) that attached thereto are true and correct copies of resolutions duly adopted by the board of directors or other governing body of the Borrower (or other comparable enabling action) and continuing in effect, which authorize the execution, delivery and performance by the Borrower of this Amendment Agreement and the other Credit Documents executed or to be executed by the Borrower and the consummation of the transactions contemplated hereby and thereby; (C) that there are no proceedings for the dissolution or liquidation of the Borrower; and (D) the incumbency, signatures and authority of the officers of the Borrower authorized to execute, deliver and perform this Amendment, the other Credit Documents and all other documents, instruments or agreements related thereto executed or to be executed by the Borrower; and; (iii) Certificates of good standing (or comparable certificates) for the Borrower, certified as of a recent date prior to the December 2019 Amendment Effective Closing Date by the Secretary Secretaries of State (or comparable official) of Texasthe Borrower’s jurisdiction of incorporation and each jurisdiction in which the Borrower does a material amount of business; and (iv) To the extent available on a commercially reasonable basis, CaliforniaCertificates of the Franchise Tax Board, Delaware and OhioSecretary of State or comparable official of the same jurisdictions referenced in clause (iii) above for the Borrower (to the extent that such Governmental Authority customarily makes available such certificates with respect to entities of the same type as the Borrower), certified as of a recent date prior to the Closing Date, stating that the Borrower is in good tax standing under the laws of such jurisdiction; provided, however, the Administrative Agent may in its discretion agree that one or more such certificates may be provided on a post-closing basis within a time period that the Administrative Agent believes to be reasonable.

Borrower’s Organizational Documents. (i) The certificate of formation incorporation or articles of the organization of each Borrower, certified as of a recent date prior to the December 2019 Amendment Third Restatement Effective Date by the Secretary of State (or comparable official) of the State such Borrower’s state of Texas, or certified to by the Secretary of the Borrower that there have been no changes thereto since the July 2017 Amendment Effective Dateincorporation; (ii) A certificate of the Secretary or an Assistant Secretary of the each Borrower, dated the December 2019 Amendment Third Restatement Effective Date, certifying that (A) attached thereto is a true and correct copy of the certificate bylaws of formation and limited liability company agreement of the such Borrower as in effect on the December 2019 Amendment Effective Date, or certified to that there have been no changes thereto since the July 2017 Amendment Third Restatement Effective Date; (B) attached thereto are true and correct copies of resolutions duly adopted by the board of directors or other governing body of the such Borrower (or other comparable enabling action) and continuing in effect, which authorize the execution, delivery and performance by the such Borrower of this Amendment Agreement and the other Credit Loan Documents executed or to be executed by the such Borrower and the consummation of the transactions contemplated hereby and thereby; (C) there are no proceedings for the dissolution or liquidation of the such Borrower; and (D) the incumbency, signatures and authority of the officers of the such Borrower authorized to execute, deliver and perform this AmendmentAgreement, the other Credit Loan Documents and all other documents, instruments or agreements related thereto executed or to be executed by the such Borrower; and (iii) Certificates of good standing (or comparable certificates) for the each Borrower, certified as of a recent date prior to the December 2019 Amendment Third Restatement Effective Date by the Secretary of State (or comparable official) of Texas, California, Delaware and Ohioeach state in which such Borrower is qualified to do business.