Common use of Incumbency Certificate Clause in Contracts

Incumbency Certificate. Each of the Banks shall have received from ---------------------- the Borrower and each Guarantor, an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or such Subsidiary, each of the Loan Documents to which the Borrower or such Subsidiary is or is to become a party; (b) in the case of the Borrower, to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks shall have received from ---------------------- each of the Borrower Borrowers and each Guarantor, of the Guarantors an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the such Borrower or such SubsidiaryGuarantor, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the such Borrower or such SubsidiaryGuarantor, each of the Loan Documents to which the such Borrower or such Subsidiary Guarantor is or is to become a party; (b) in the case of the BorrowerBorrowers, to make Loan Requests and Conversion Requests and and, in the case of the Company, to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks shall have received from ---------------------- the Borrower and each Guarantor, of its Subsidiaries an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or of such Subsidiary, each of the Loan Documents to which the Borrower or such Subsidiary is or is to become a party; (b) in the case of the Borrower, to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks shall have received from ---------------------- the Borrower and each Guarantor, of its Subsidiaries an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or of such Subsidiary, each of the Loan Documents and Subordination Documents to which the Borrower or such Subsidiary is or is to become a party; (b) in the case of the Borrower, to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks shall have received from ---------------------- the Borrower and each Guarantor, ACFC an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (ai) to sign, in the name and on behalf of each of the Borrower or of such Subsidiary, each of the Loan Documents to which the Borrower or such Subsidiary is or is to become a party; (bii) in the case of the Borrower, to make Loan Requests and Conversion Requests and to apply for Letters of CreditRequests; and (ciii) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks shall have received from ---------------------- the Borrower and each Guarantor, of its Subsidiaries party to any Loan Document an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (ai) to sign, in the name and on behalf of each of the Borrower or of such Subsidiary, each of the Loan Documents to which the Borrower or such Subsidiary is or is to become a party; (bii) in the case of the Borrower, to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (ciii) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks shall have received from ---------------------- the Borrower and each Guarantor, of the Guarantors executing any Loan Document an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such SubsidiaryGuarantor, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or of such SubsidiaryGuarantor, each of the Loan Documents to which the Borrower or such Subsidiary Guarantor is or is to become a party; (b) in the case of the Borrower, to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks shall have received from ---------------------- the Borrower and each Guarantor, of its Subsidiaries party to any Loan Document an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (ai) to sign, in the name and on behalf of each of the Borrower or of such Subsidiary, each of the Loan Documents to which the Borrower or such Subsidiary is or is to become a party; (bii) in the case of the Borrower, to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (ciii) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks shall have received from ---------------------- the Borrower and each Guarantor, of its Subsidiaries an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or such Subsidiary, each of the Loan Documents to which the Borrower or such Subsidiary is or is to become a party; (b) in the case of the Borrower, to make Loan Requests, Consignment Requests, Conversion Requests and Consignment Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks shall have received from ---------------------- each of the Parent Companies, the Borrower and each Guarantor, Guarantor an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such SubsidiaryGuarantor, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or such SubsidiaryGuarantor, each of the Loan Documents to which the Borrower or such Subsidiary Guarantor is or is to become a party; (b) in the case of the Borrower, to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks shall have received from ---------------------- the Borrower and each Guarantor, of the Guarantors an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such SubsidiaryGuarantor, as the case may be, and giving the name and bearing a specimen signature of each individual who shall be authorized: (ai) to sign, in the name and on behalf of each of the Borrower or such SubsidiaryGuarantor, each of the Loan Documents to which the Borrower or such Subsidiary Guarantor is or is to become a party; (bii) in the case of the Borrower, to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (ciii) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks shall have received from ---------------------- the Borrower and each Guarantor, of its Subsidiaries an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or of such Subsidiary, each of the Loan Documents to which the Borrower or such Subsidiary is or is to become a party; (b) in the case of the Borrower, to make Loan Requests, Purchase and Consignment Requests, Conversion Requests and Consignment Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks Lenders shall have received from ---------------------- each of the Borrower Borrowers and each Guarantor, of their Subsidiaries an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the such Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or Borrowers and each such Subsidiary, each of the Loan Documents to which the such Borrower or such Subsidiary is or is to become a party; (b) in the case of the BorrowerBorrowers’ Representative, to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks Lenders shall have received from ---------------------- the Borrower Borrowers and each Guarantor, of their Subsidiaries an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower Borrowers or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or Borrowers of such Subsidiary, each of the Loan Documents to which the Borrower Borrowers or such Subsidiary is or is to become a party; (b) in the case of the BorrowerBorrowers' Representative, to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks Lenders shall have received from ---------------------- the Borrower and each Guarantor, Guarantor an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or of such SubsidiaryGuarantor, each of the Loan Documents to which the Borrower or such Subsidiary Guarantor is or is to become a party; (b) in the case of the Borrower, to make Loan Requests Requests, and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks The Lender shall have received from ---------------------- the Borrower and each Guarantor, Guarantor an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or and each such SubsidiaryGuarantor, each of the Loan Documents to which the Borrower or such Subsidiary Guarantor is or is to become a party; (b) in the case of the Borrower, to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks shall have received from the ---------------------- the Borrower and each Guarantor, of its Subsidiaries an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or such Subsidiary, each of the Loan Documents to which the Borrower or such Subsidiary is or is to become a party; (b) in the case of the Borrower, to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks shall have received ---------------------- from ---------------------- the Borrower and each Guarantor, an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or such Subsidiary, each of the Loan Documents to which the Borrower or such Subsidiary is or is to become a party; (b) in the case of the Borrower, to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks Lenders shall have received from ---------------------- the Borrower and each Guarantor, of the Guarantors an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such SubsidiaryGuarantor, and giving -58- the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or of such SubsidiaryGuarantor, each of the Loan Documents to which the Borrower or such Subsidiary Guarantor is or is to become a party; (b) in the case of the Borrower, to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks Lenders shall have received from ---------------------- each of the Borrower Borrowers and each Guarantor, of their Subsidiaries an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the such Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the such Borrower or and such Subsidiary, each of the Loan Documents to which the such Borrower or such Subsidiary is or is to become a party; (b) in the case of the BorrowerBorrowers, to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks Lenders shall have received from ---------------------- the Borrower Borrowers and each Guarantor, of their Subsidiaries an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the such Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (ai) to sign, in the name and on behalf of each of the such Borrower or such Subsidiary, each of the Loan Documents to which the such Borrower or and such Subsidiary is or is to become a party; (bii) in the case of the BorrowerBorrowers, to make Loan Requests and Conversion Requests and to apply for Letters of CreditRequests; and (ciii) to give notices and to take other action on its behalf of the Borrowers under the Loan Documents.

Incumbency Certificate. Each of the Banks shall have received from ---------------------- the Borrower and each Guarantor, of its Subsidiaries an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (ai) to sign, in the name and on behalf of each of the Borrower or of such Subsidiary, each of the Loan Documents to which the Borrower or such Subsidiary is or is to become a party; (bii) in the case of the Borrower, to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (ciii) to give notices and to take other action on its behalf under the Loan Documents. 11.5.

Incumbency Certificate. Each of the Banks shall have received from ---------------------- the Borrower and each Guarantor, of its Subsidiaries an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (ai) to sign, in the name and on behalf of each of the Borrower or of such Subsidiary, each of the Loan Documents to which the Borrower or such Subsidiary is or is to become a party; (bii) in the case of the Borrower, to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (ciii) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks shall have received from ---------------------- the Borrower and each Guarantor, of its Subsidiaries an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or of such Subsidiary, each of the Loan Documents to which the Borrower or such Subsidiary is or is to become a party; (b) in the case of the Borrower, to make Loan Requests and Conversion Requests and to apply for Letters of CreditRequests; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks shall have received from ---------------------- the Borrower and each Guarantor, of its Subsidiaries executing a Loan Document an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or of such Subsidiary, each of the Loan Documents to which the Borrower or such Subsidiary is or is to become a party; (b) in the case of the Borrower, to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks Lenders shall have received from ---------------------- the Borrower and each Guarantor, of its Subsidiaries an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or such Subsidiary, each of the Loan Documents and Subordination Documents to which the Borrower or such Subsidiary is or is to become a party; (b) in the case of the Borrower, to make Loan Requests Requests, Swing Line Loan Notices and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks Lenders shall have received from ---------------------- the Borrower Borrowers and each Guarantor, of their Subsidiaries an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower Borrowers or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or Borrowers of such Subsidiary, each of the Loan Documents to which the Borrower Borrowers or such Subsidiary is or is to become a party; (b) in the case of the BorrowerBorrowers' Representative, to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks shall have received from ---------------------- the Guarantor and the Borrower and each Guarantor, an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such SubsidiaryGuarantor and the Borrower, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or such SubsidiaryGuarantor and the Borrower, each of the Loan Documents to which the Guarantor or the Borrower or such Subsidiary is or is to become a party; (b) in the case of the Borrower, to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks shall have received from ---------------------- the Borrower and each Guarantor, of its Subsidiaries an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or of such Subsidiary, each of the Loan Documents to which the Borrower or such Subsidiary is or is to become a party; (b) in the case of the Borrower, to make Loan Requests, Xxxxxxxx xxx Consignment Requests, Conversion Requests and Consignment Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks shall have received from ---------------------- the Borrower and each Guarantor, of its Subsidiaries executing any Loan Document an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or of such Subsidiary, each of the Loan Documents to which the Borrower or such Subsidiary is or is to become a party; (b) in the case of the Borrower, to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks Lenders shall have received from ---------------------- the Borrower and each Guarantor, of its Subsidiaries an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or such Subsidiary, each of the Loan Documents to which the Borrower or such Subsidiary is or is to become a party; (b) in the case of the Borrower, to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks shall have received from ---------------------- the Borrower and each Guarantor, of the Guarantors an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer or member of the Borrower or such SubsidiaryGuarantor, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or of such SubsidiaryGuarantor, each of the Loan Documents to which the Borrower or such Subsidiary Guarantor is or is to become a party; (b) in the case of the Borrower, to make Loan Requests, Advance Requests and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks shall have received from ---------------------- the Borrower and each Guarantor, of its Subsidiaries an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or of such Subsidiary, each of the Loan Documents to which the Borrower or such Subsidiary is or is to become a party; (b) in the case of the Borrower, to make Loan Requests and Conversion Requests and to apply for Letters of CreditRequests; and (c) to give notices and to take other action on its behalf under the Loan Documents.

Incumbency Certificate. Each of the Banks shall have received from ---------------------- the Borrower and each Guarantor, of its Subsidiaries party to any Loan Documents an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Subsidiary, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or of such Subsidiary, each of the Loan Documents to which the Borrower or such Subsidiary is or is to become a party; (b) in the case of the Borrower, to make Loan Requests and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the Loan Documents.