Common use of Company Documents; Proceedings Clause in Contracts

Company Documents; Proceedings. (a) On the Initial Borrowing Date, the Administrative Agent shall have received from each Credit Agreement Party and each U.S. Subsidiary Guarantor a certificate, dated the Initial Borrowing Date, signed by the chairman, a vice-chairman, the president or any vice-president of such Credit Party, and attested to by the secretary, any assistant secretary or other senior officer of such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such Credit Party and the resolutions of such Credit Party referred to in such certificate (and, in the case of the certificate from the U.S. Borrower, together with copies of the certificates of incorporation, by-laws or equivalent organizational documents of each Foreign Subsidiary of Holdings (x) which is a Subsidiary Guarantor or (y) in respect of which security interests are being granted by a Subsidiary Guarantor), and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be reasonably satisfactory to the Agents. (b) On the Initial Borrowing Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Documents shall be reasonably satisfactory in form and substance to the Agents, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring-down certificates and any other records of Company proceedings and governmental approvals, if any, which the Agents reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities. (c) On the Initial Borrowing Date and after giving effect to the Transaction, the capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by Holdings and its Subsidiaries) and management of Holdings, the U.S. Borrower and their respective Subsidiaries shall be in form and substance reasonably satisfactory to the Agents.

Company Documents; Proceedings. (a) On the Initial Borrowing Restatement Effective Date, the Administrative Agent shall have received from (i) each New U.S. Credit Agreement Party and each U.S. Subsidiary Guarantor a certificate, dated the Initial Borrowing Restatement Effective Date, signed by the chairman, a vice-chairman, the president or any vice-president of such New U.S. Credit Party, and attested to by the secretary, any assistant secretary or other senior officer of such New U.S. Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such New U.S. Credit Party and the resolutions of such New U.S. Credit Party referred to in such certificate and (and, in the case of the certificate from ii) the U.S. BorrowerBorrower a certificate, together with dated the Restatement Effective Date, attaching copies of the certificates of incorporation, by-laws or equivalent organizational documents of each Foreign Subsidiary of Holdings (x) which is a New Foreign Subsidiary Guarantor or (y) in respect of which security interests are being (or have been) granted by a New Foreign Subsidiary Guarantor), and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be reasonably satisfactory to the Agents. (b) On the Initial Borrowing Restatement Effective Date, the Administrative Agent shall have received a certificate from each Credit Agreement Party and each U.S. Subsidiary Guarantor (other than the New U.S. Credit Parties) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation, by-laws or equivalent organizational documents of such Credit Agreement Party or such U.S. Subsidiary Guarantor as delivered pursuant to Section 5.04 of the Original Credit Agreement (and, in the case of the certificate from the U.S. Borrower, of each Foreign Subsidiary Guarantor (other than a New Foreign Subsidiary Guarantor) as delivered pursuant to Section 5.04 of the Original Credit Agreement), and (y) providing the resolutions adopted by such Credit Agreement Party or such U.S. Subsidiary Guarantor (and, in the case of the certificate from the U.S. Borrower, each Foreign Subsidiary Guarantor specifically requested by the Administrative Agent based on advice of local counsel) with respect to the actions contemplated by this Agreement, and all of the foregoing shall be acceptable to the Administrative Agent. (c) On the Restatement Effective Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Documents shall be reasonably satisfactory in form and substance to the Agents, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring-down certificates and any other records of Company proceedings and governmental approvals, if any, which the Agents reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities. (cd) On the Initial Borrowing Restatement Effective Date and after giving effect to the Transaction, the capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by Holdings and its Subsidiaries) and management of Holdings, the U.S. Borrower and their respective Subsidiaries shall be in form and substance reasonably satisfactory to the Agents.

Company Documents; Proceedings. (a) On the Initial Borrowing Restatement ------------------------------ Effective Date, the Administrative Agent shall have received from each Credit Agreement Party the U.S. Borrower and each U.S. Subsidiary Guarantor New Credit Party a certificate, dated the Initial Borrowing Restatement Effective Date, signed by the chairman, a vice-chairman, the president or any vice-president of such New Credit Party, and attested to by the secretary, secretary or any assistant secretary or other senior officer of such New Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such New Credit Party and the resolutions of such New Credit Party referred to in such certificate (and, in the case of the certificate from the U.S. Borrower, together with copies of the certificates of incorporation, by-laws or equivalent organizational documents of each Foreign Subsidiary of Holdings (x) which is a Subsidiary Guarantor or (y) in respect of which security interests are being granted by a Subsidiary Guarantor), and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be reasonably satisfactory to the Agents. (b) On the Initial Borrowing Restatement Effective Date, the Administrative Agent shall have received a certificate from each Credit Party (other than the New Credit Parties) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation, by-laws or equivalent organizational documents of such Credit Party as delivered pursuant to Section 5.04 of the Original Credit Agreement, (y) to the effect that such Credit Party is in good standing in its respective state of organization and in those states where such Credit Party conducts business and (z) providing the resolutions adopted by such Credit Party with respect to the actions contemplated by this Agreement (including, without limitation, with respect to the CLC Merger, the amendment and restatement of this Agreement, and the obligations of such Credit Party with respect to the increased extensions of credit pursuant hereto), and all of the foregoing shall be acceptable to the Agents. (c) On the Restatement Effective Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Documents shall be reasonably satisfactory in form and substance to the Agents, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring-bring- down certificates and any other records of Company proceedings and governmental approvals, if any, which the Agents any Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities. (cd) On the Initial Borrowing Restatement Effective Date and after giving effect to the Transaction, the capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by Holdings and the U.S. Borrower or any of its Subsidiaries) ), and management of Holdings, the U.S. Borrower and their respective its Subsidiaries shall be in form and substance reasonably satisfactory to the Agents.

Company Documents; Proceedings. (a) On the Initial Borrowing Restatement Effective Date, the Administrative Agent shall have received from (i) each New U.S. Credit Agreement Party and each U.S. Subsidiary Guarantor a certificate, dated the Initial Borrowing Restatement Effective Date, signed by the chairman, a vice-chairman, the president or any vice-president of such New U.S. Credit Party, and attested to by the secretary, any assistant secretary or other senior officer of such New U.S. Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such New U.S. Credit Party and the resolutions of such New U.S. Credit Party referred to in such certificate and (and, in the case of the certificate from ii) the U.S. BorrowerBorrower a certificate, together with dated the Restatement Effective Date, attaching copies of the certificates of incorporation, by-laws or equivalent organizational documents of each Foreign Subsidiary of Holdings (x) which is a New Foreign Subsidiary Guarantor or (y) in respect of which security interests are being (or have been) granted by a New Foreign Subsidiary Guarantor), and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be reasonably satisfactory to the Agents. On the Restatement Effective Date, the Administrative Agent shall have received a certificate from each Credit Agreement Party and each U.S. Subsidiary Guarantor (other than the New U.S. Credit Parties) (x) certifying that there were no changes, or providing the text of any changes, to the certificate of incorporation, by-laws or equivalent organizational documents of such Credit Agreement Party or such U.S. Subsidiary Guarantor as delivered pursuant to Section 5.04 of the Original Credit Agreement (and, in the case of the certificate from the U.S. Borrower, of each Foreign Subsidiary Guarantor (other than a New Foreign Subsidiary Guarantor) as delivered pursuant to Section 5.04 of the Original Credit Agreement), and (y) providing the resolutions adopted by such Credit Agreement Party or such U.S. Subsidiary Guarantor (and, in the case of the certificate from the U.S. Borrower, each Foreign Subsidiary Guarantor specifically requested by the Administrative Agent based on advice of local counsel) with respect to the actions contemplated by this Agreement, and all of the foregoing shall be acceptable to the Administrative Agent. (b) On the Initial Borrowing Restatement Effective Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Documents shall be reasonably satisfactory in form and substance to the Agents, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring-down certificates and any other records of Company proceedings and governmental approvals, if any, which the Agents reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities. (c) On the Initial Borrowing Restatement Effective Date and after giving effect to the Transaction, the capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by Holdings and its Subsidiaries) and management of Holdings, the U.S. Borrower and their respective Subsidiaries shall be in form and substance reasonably satisfactory to the Agents.

Company Documents; Proceedings. (a) On the Initial Borrowing Restatement Effective Date, the Administrative Agent shall have received from (i) each New U.S. Credit Agreement Party and each U.S. Subsidiary Guarantor a certificate, dated the Initial Borrowing Restatement Effective Date, signed by the chairman, a vice-chairman, the president or any vice-president of such New U.S. Credit Party, and attested to by the secretary, any assistant secretary or other senior officer of such New U.S. Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such New U.S. Credit Party and the resolutions of such New U.S. Credit Party referred to in such certificate and (and, in the case of the certificate from ii) the U.S. BorrowerBorrower a certificate, together with dated the Restatement Effective Date, attaching copies of the certificates of incorporation, by-laws or equivalent organizational documents of each Foreign Subsidiary of Holdings (x) which is a New Foreign Subsidiary Guarantor or (y) in respect of which security interests are being (or have been) granted by a New Foreign Subsidiary Guarantor), and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be reasonably satisfactory to the Agents. (b) On the Initial Borrowing Restatement Effective Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Documents shall be reasonably satisfactory in form and substance to the Agents, and the Administrative Agent shall have received all information a certificate from each Credit Agreement Party and copies each U.S. Subsidiary Guarantor (other than the New U.S. Credit Parties) (x) certifying that there were no changes, or providing the text of all certificates, documents and papers, including good standing certificates, bring-down certificates and any other records of Company proceedings and governmental approvals, if any, which the Agents reasonably may have requested in connection therewith, such documents and papers, where appropriatechanges, to be certified the certificate of incorporation, by-laws or equivalent organizational documents of such Credit Agreement Party or such U.S. Subsidiary Guarantor as delivered pursuant to Section 5.04(a) of the Original Credit Agreement (and, in the case of the certificate from the U.S. Borrower, of each Foreign Subsidiary Guarantor (other than a New Foreign Subsidiary Guarantor) as delivered pursuant to Section 5.04(a) of the Original Credit Agreement), and (y) providing the resolutions adopted by proper Company such Credit Agreement Party or governmental authorities. such U.S. Subsidiary Guarantor (cand, in the case of the certificate from the U.S. Borrower, each Foreign Subsidiary Guarantor specifically requested by the Administrative Agent based on advice of local counsel) On the Initial Borrowing Date and after giving effect with respect to the Transactionactions contemplated by this Agreement, and all of the capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by Holdings and its Subsidiaries) and management of Holdings, the U.S. Borrower and their respective Subsidiaries foregoing shall be in form and substance reasonably satisfactory acceptable to the AgentsAdministrative Agent.

Company Documents; Proceedings. (a) On the Initial Borrowing Date, the Administrative Agent shall have received from each Credit Agreement Party Borrower and each U.S. Subsidiary Guarantor a certificate, dated the Initial Borrowing Date, signed by the chairman, a vice-chairman, the president or any vice-president of such Credit Party, and attested to by the secretary, any assistant secretary or other senior officer of such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such Credit Party and the resolutions of such Credit Party referred to in such certificate (and, in the case of the certificate from the U.S. Borrower, together with copies of the certificates of incorporation, by-laws or equivalent organizational documents of each Foreign Subsidiary of Holdings the U.S. Borrower (x) which is a Subsidiary Guarantor or (y) in respect of which security interests are being granted by a Subsidiary Guarantor), and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be reasonably satisfactory to the AgentsAdministrative Agent. (b) On the Initial Borrowing Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Documents shall be reasonably satisfactory in form and substance to the AgentsAdministrative Agent, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring-down certificates and any other records of Company proceedings and governmental approvals, if any, which the Agents Administrative Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities. (c) On the Initial Borrowing Date and after giving effect to the Transaction, the capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued by Holdings the U.S. Borrower and its Subsidiaries) and the plans for the retention of the senior management of Holdings, the U.S. Borrower and their respective its Subsidiaries shall be in form and substance reasonably satisfactory to the AgentsAdministrative Agent.

Company Documents; Proceedings. (a) On the Initial Borrowing Effective Date, ------------------------------ the Administrative Agent shall have received from each Credit Agreement Party the Borrower and each U.S. Subsidiary Guarantor other Credit Party a certificate, dated the Initial Borrowing Effective Date, signed by the chairman, a vice-chairman, the president or any vice-president an Authorized Officer of such Credit Party, and attested to by the secretary, secretary or any assistant secretary or other senior officer of such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such Credit Party and the resolutions of such Credit Party referred to in such certificate (and, in the case of the certificate from the U.S. Borrower, together with copies of the certificates of incorporation, by-laws or equivalent organizational documents of each Foreign Subsidiary of Holdings (x) which is a Subsidiary Guarantor or (y) in respect of which security interests are being granted by a Subsidiary Guarantor), and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be reasonably satisfactory to the AgentsArrangers. (b) On the Initial Borrowing Effective Date, the Administrative Agent shall have received a certificate from each Credit Party (x) to the effect that such Credit Party is in good standing in its respective state of organization and in those states where such Credit Party conducts business and (y) providing the resolutions adopted by such Credit Party with respect to the actions contemplated by this Agreement and the other Credit Documents, and all of the foregoing shall be acceptable to the Arrangers. (c) On the Effective Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the AgentsArrangers, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring-down certificates and any other records of Company proceedings and governmental approvals, if any, which the Agents any Arranger reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities. (cd) On the Initial Borrowing Date and after giving Effective Date, the Cendant Documents (as in effect prior to the TransactionCendant Amendment Effective Date), the capital structure (includingStockholders Agreement and the Existing Preferred Stock shall all be in full force and effect, without limitation, the terms of any capital stock, options, warrants or other securities issued by Holdings and its Subsidiaries) and management of Holdings, the U.S. Borrower and their respective Subsidiaries shall be in the form and substance reasonably satisfactory delivered to the AgentsArrangers prior to the Effective Date.

Company Documents; Proceedings. (a) On or prior to the Initial Borrowing ------------------------------ Restatement Effective Date, the Administrative Agent shall have received from each Credit Agreement Party the Borrower and each U.S. Subsidiary Guarantor other Credit Party a certificate, dated the Initial Borrowing Restatement Effective Date, signed by the chairman, a vice-chairman, the president or any vice-president an Authorized Officer of such Credit Party, and attested to by the secretary, secretary or any assistant secretary or other senior officer of such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such Credit Party and the resolutions of such Credit Party referred to in such certificate (and, in the case of the certificate from the U.S. Borrower, together with copies of the certificates of incorporation, by-laws or equivalent organizational documents of each Foreign Subsidiary of Holdings (x) which is a Subsidiary Guarantor or (y) in respect of which security interests are being granted by a Subsidiary Guarantor), and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be reasonably satisfactory to the AgentsArrangers. (b) On or prior to the Initial Borrowing Restatement Effective Date, the Administrative Agent shall have received a certificate from each Credit Party (x) to the effect that such Credit Party is in good standing in its respective state of organization and in those states where such Credit Party conducts business and (y) providing the resolutions adopted by such Credit Party with respect to the actions contemplated by this Agreement and the other Credit Documents, and all of the foregoing shall be acceptable to the Arrangers. (c) On the Restatement Effective Date, all Company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the AgentsArrangers, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring-down certificates and any other records of Company proceedings and governmental approvals, if any, which the Agents any Arranger reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities. (cd) On the Initial Borrowing Date and after giving effect to the TransactionRestatement Effective Date, the capital structure (including, without limitationCendant Documents, the terms of any capital stock, options, warrants or other securities issued by Holdings Stockholders Agreement and its Subsidiaries) the Existing Preferred Stock shall all be in full force and management of Holdings, the U.S. Borrower effect and their respective Subsidiaries shall be in the form and substance reasonably satisfactory delivered to the AgentsArrangers prior to the Restatement Effective Date.