Common use of Evidence of Corporate Action Clause in Contracts

Evidence of Corporate Action. The Administrative Agent shall have received: (i) a certificate of the Secretary or Assistant Secretary (or similar official) of such Additional Borrower, dated the Borrowing Date, and certifying (A) that attached thereto is a true and complete copy of the constitutive instruments of such Additional Borrower as in effect on such date and at all times since the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Additional Borrower authorizing the execution, delivery and performance of this Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and signature of each officer executing this Agreement or any document delivered in connection herewith on behalf of such Additional Borrower; and (ii) a certificate or certificates of a Responsible Officer of such Additional Borrower as to the incumbency and signature of the Secretary of Assistant Secretary (or similar official) of such Additional Borrower executing the certificate described in clause (i) above.

Evidence of Corporate Action. The Administrative Agent shall have received: (i) a certificate of the Secretary or Assistant Secretary (or similar official) of such Additional Offshore Borrower, dated the Borrowing Date, and certifying (A) that attached thereto is a true and complete copy of the constitutive instruments of such Additional Offshore Borrower as in effect on such date and at all times since the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Additional Offshore Borrower authorizing the execution, delivery and performance of this Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and signature of each officer executing this Agreement or any document delivered in connection herewith on behalf of such Additional Offshore Borrower; and (ii) a certificate or certificates of a Responsible Officer of such Additional Offshore Borrower as to the incumbency and specimen signature of the Secretary of Assistant Secretary (or similar official) of such Additional Offshore Borrower executing the certificate described in clause (i) above.