Common use of Corporate Action and Authority; Incumbency Certificate Clause in Contracts

Corporate Action and Authority; Incumbency Certificate. The Borrower and each Subsidiary that is a Loan Party shall have delivered to the Lenders (i) a copy of its organizational papers, certified as true and correct by the Secretary of State of the state of its incorporation, (ii) certificates from the Secretaries of State of those states in which it is legally required to qualify to transact business as a foreign corporation, certifying its good standing as a corporation in such states, and (iii) a copy of its bylaws and the resolutions passed by its Board of Directors authorizing its execution and delivery of and the performance of the obligations under the Loan Documents to which it is a party, each certified by its Secretary or Assistant Secretary, on behalf of and under its seal, to be true and correct. The Borrower and each Subsidiary that is a Loan Party shall have delivered to the Lenders a certificate, dated as of and delivered on the date of the execution of this Agreement and signed on behalf of and under its seal by its Secretary or Assistant Secretary, certifying the names of its officers authorized to execute and deliver the Loan Documents on its behalf and, as to the Borrower, to request Borrowings under this Agreement, together with the original, not photocopied, signatures of such officers;

Corporate Action and Authority; Incumbency Certificate. The Borrower and each Subsidiary that is a Loan Party shall have delivered to the Lenders (i) a copy of its organizational papers, certified as true and correct by the Secretary of State of the state of its incorporation, (ii) certificates from the Secretaries of State of those states in which it is legally required to qualify to transact business as a foreign corporation, certifying its good standing as a corporation in such states, and (iii) a copy of its bylaws and the resolutions passed by its Board of Directors authorizing its execution and delivery of and the performance of the obligations under the Loan Documents to which it is a party, each certified by its Secretary or Assistant Secretary, on behalf of and under its seal, to be true and correct. The Borrower and each Subsidiary that is a Loan Party shall have delivered to the Lenders a certificate, dated as of and delivered on the date of the execution of this Agreement and signed on behalf of and under its seal by its Secretary or Assistant Secretary, certifying the names of its officers authorized to execute and deliver the Loan Documents on its behalf and, as to the Borrower, to request Borrowings under this Agreement, together with the original, not photocopied, signatures of such officers;.

Corporate Action and Authority; Incumbency Certificate. The Borrower and each Subsidiary that is a Loan Party shall have delivered to the Lenders (i) a copy of its organizational papers, certified as true and correct by the Secretary of State of the state of its incorporation, (ii) certificates from the Secretaries of State of those states in which it is legally required to qualify to transact business as a foreign corporation, certifying its good standing as a corporation in such states, and (iii) a copy of its bylaws and the resolutions passed by its Board of Directors authorizing its execution and delivery of and the performance of the obligations under the Loan Documents to which it is a party, each certified by its Secretary or Assistant Secretary, on behalf of and under its seal, to be true and correct. The Borrower and each Subsidiary that is a Loan Party also each shall have delivered to the Lenders a certificate, dated as of and delivered on the date of the execution of this Agreement and signed on behalf of and under its seal by its Secretary or Assistant Secretary, certifying the names of its officers authorized to execute and deliver the Loan Documents on its behalf and, as to the Borrower, to request Borrowings under this Agreement, together with the original, not photocopied, signatures of such officers;.

Corporate Action and Authority; Incumbency Certificate. The Borrower and each Subsidiary that is a Loan Party shall have delivered to the Lenders (i) a copy of its organizational papers, certified as true and correct by the Secretary of State of the state of its incorporation, (ii) certificates from the Secretaries of State of those states in which it is legally required to qualify to transact business as a foreign corporation, certifying its good standing as a corporation in such states, and (iii) a copy of its bylaws and the resolutions passed by its Board of Directors authorizing its execution and delivery of and the performance of the obligations under the Loan Documents to which it is a party, each certified by its Secretary or Assistant Secretary, on behalf of and under its seal, to be true and correct. The Borrower and each Subsidiary that is a Loan Party shall have delivered to the Lenders a certificate, dated as of and delivered on the date of the execution of this Agreement and signed on behalf of and under its seal by its Secretary or Assistant Secretary, certifying the names of its officers authorized to execute and deliver the Loan Documents on its behalf and, as to the Borrower, to request Borrowings under this Agreement, together with the original, not photocopied, signatures of such officers;

Corporate Action and Authority; Incumbency Certificate. The Borrower and each Subsidiary that is a Loan Party ------------------------------------------------------ shall have delivered to the Lenders (i) a copy of its the organizational paperspapers of the Borrower, certified as true and correct by the Secretary of State of the state State of its incorporationGeorgia, (ii) certificates from the Secretaries of State of those states States in which it the Borrower is legally required to qualify to transact business as a foreign corporation, certifying its the Borrower's good standing as a corporation in such statesStates, and (iii) a copy of its the Borrower's bylaws and the resolutions passed by its the Board of Directors of the Borrower authorizing its the execution and delivery of and the performance of the obligations under the Loan Documents to which it is a partyDocuments, each certified by its the Secretary or Assistant SecretarySecretary of the Borrower, on behalf of and under its sealthe seal of the Borrower, to be true and correct. The Borrower and each Subsidiary that is a Loan Party also shall have delivered to the Lenders a certificate, dated as of and delivered on the date of the execution of this Agreement and signed on behalf of and under its the seal of the Borrower by its the Secretary or Assistant SecretarySecretary of the Borrower, certifying the names of its the officers of the Borrower authorized to execute and deliver the Loan Documents on its behalf and, as to the Borrower, and to request Borrowings under this Agreement, together with the original, not photocopied, signatures of such officers;.