Common use of Incumbency and Signature Certificates Clause in Contracts

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party the Company, certifying the names of the officer or officers of such entity the Company authorized to sign this Amendment and the other Loan Documents contemplated hereby to which such entity the Company is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein)officer.

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of the Company and each Loan Party Subsidiary of the Company as of the Effective Date certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the ------------------------------------- Secretary or an Assistant Secretary (or other appropriate representative) of the Company and each Loan Party Subsidiary of the Company as of the Effective Date certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party of the Parent and the Company as of the Effective Time certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Administrative Agent and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a partyDocuments, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of the Company and each Loan Party Subsidiary of the Company as of the Effective Date certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Administrative Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representativeofficer) of the Company and each Loan Party Guarantor certifying the names of the officer or officers of such entity Person authorized to sign the Loan Documents to which such entity Person is a party, together with a sample of the true signature of each such officer (it being understood that the Administrative Agent and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party as of the Effective Date certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Administrative Agent and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party (other than the UK Loan Parties and the Australian Loan Parties) as of the Effective Time certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Administrative Agent and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party the Company and Subsidiary Guarantor as of the Closing Date certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Administrative Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of the Company and each Loan Party Guarantor certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or of the Company and each other appropriate representative) of each Loan Party as of the Effective Date certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Administrative Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representativeofficial) of each Loan Party Borrower certifying the names of the officer or officers of such entity authorized to sign the Loan Documents this Agreement and any Note to which be issued by such entity is a partyentity, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein)officer.

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party the Borrower certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party Borrower certifying the names of the officer or officers of such entity Borrower authorized to sign the Loan Documents to which such entity Borrower is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party the Company certifying the names of the officer or officers of such entity the Company authorized to sign the Loan Documents to which such entity the Company is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party the Company certifying the names of the officer or officers of such entity the Company authorized to sign the Loan Documents to which such entity it is a party, together with a sample of the true signature of each such officer (it being understood that the Administrative Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party which is an entity certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Administrative Agent and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of the Company and each Loan Party Subsidiary certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Administrative Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the ------------------------------------- Secretary or an Assistant Secretary (or other appropriate representative) of Parent, the Company, UR Canada and each Loan Party Subsidiary as of the Effective Date certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the each Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the ------------------------------------- Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party (other than CarMax Properties) certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party as of the Effective Time certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Administrative Agent and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).. 11.1.6

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent Lender and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party the Company as of the Effective Date certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Administrative Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party the Company certifying the names of the officer or officers of such entity the Company authorized to sign execute and delivery the Loan Documents to which such entity it is a party, together with a sample of the true signature of each such officer (it being understood that the Administrative Agent and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representativeofficer) of each Loan Party certifying the names of the officer or officers of such entity Person authorized to sign the Loan Documents to which such entity Person is a party, together with a sample of the true signature of each such officer (it being understood that the Administrative Agent and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party as of the Effective Date certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Administrative Agent and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).. 11.1.5

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) officer of each Loan Party of the Borrowers and each Subsidiary of the Borrowers as of the Effective Date certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party the Company and the Guarantor certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of if the true signature of each such officer (it being understood that the Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party certifying the names of the officer or officers or manager or managers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer or manager (it being understood that the Administrative Agent and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the ------------------------------------- Secretary or an Assistant Secretary (or other appropriate representative) of the Company and each Loan Party Guarantor certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party (other than the UK Loan Parties) as of the Effective Time certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Administrative Agent and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the ------------------------------------- Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent Lender and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Additional Loan Party certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Administrative Agent and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of an officer of the Secretary or an Assistant Secretary (or other appropriate representative) Borrower and each Subsidiary as of each Loan Party the Effective Date certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary secretary or an Assistant Secretary (or other appropriate representative) assistant secretary of each Loan Party of the Credit Parties as of the Closing Date certifying the names of the officer or officers of such entity authorized to sign the Loan Documents and the Asset Purchase Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent Agents and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of the Company and each Loan Party Guarantor as of the Effective Date certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent Agents and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) officer of each of the Borrowers and each Subsidiary of the Borrowers party to the Loan Party Documents as of the Effective Date certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party the Company certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a partyDocuments, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party Obligor certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Administrative Agent and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party as of the Effective Time certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Administrative Agent and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party certifying the names of the officer or officers of such entity authorized to sign this Amendment, the Reaffirmation and any other Loan Documents Document to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party and Guarantor certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of the Company and each Loan Party Subsidiary certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Administrative Agent and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).. C\251418.0000000000 16509377