Common use of Incumbency Certificate Clause in Contracts

Incumbency Certificate. The Administrative Agent shall have received from the Qualified Borrower a signed certificate of a Responsible Officer of the Qualified Borrower which shall certify the names of the Persons authorized to sign the Qualified Borrower Promissory Note and the other documents or certificates to be delivered pursuant to the terms hereof by such Qualified Borrower, together with the true signatures of each such Person. The Administrative Agent may conclusively rely on such certificate until it shall receive a further certificate canceling or amending the prior certificate and submitting the authority and signatures of the Persons named in such further certificate;

Incumbency Certificate. The Administrative Agent shall have received from the such Qualified Borrower a signed certificate of a Responsible Officer of the Qualified Borrower which shall certify the names of the Persons authorized to sign the Qualified Borrower Promissory Note and the other documents or certificates to be delivered pursuant to the terms hereof by such Qualified Borrower, together with the true signatures of each such Person. The Administrative Agent may conclusively rely on such certificate until it shall receive a further certificate canceling or amending the prior certificate and submitting the authority and signatures of the Persons named in such further certificate;

Incumbency Certificate. The Administrative Agent shall have received from the Qualified New Fund Group Borrower, AIV Borrower or Parallel Fund Borrower, as applicable, a signed certificate of a Responsible Officer of the Qualified such Borrower which shall certify the names of the Persons authorized to sign the Qualified Borrower Promissory Note and the other documents or certificates Loan Documents to be delivered pursuant to the terms hereof by such Qualified Borrower, together with the true signatures of each such Person. The Administrative Agent may conclusively rely on such certificate until it shall receive a further certificate canceling or amending the prior certificate and submitting the authority and signatures of the Persons named in such further certificate;

Incumbency Certificate. The Administrative Agent shall have received from the Qualified Borrower a signed certificate of a Responsible Officer of the Qualified Borrower which that shall certify the names of the Persons authorized to sign the Qualified Borrower Promissory Note and the other documents or certificates to be delivered pursuant to the terms hereof by such Qualified Borrower, together with the true signatures of each such Person. The Administrative Agent may conclusively rely on such certificate until it shall receive a further certificate canceling or amending the prior certificate and submitting the authority and signatures of the Persons named in such further certificate;

Incumbency Certificate. The Administrative Agent shall have received from the Qualified AIV Borrower or Parallel Fund Borrower, as applicable, a signed certificate of a Responsible Officer of the Qualified such Borrower which that shall certify the names of the Persons authorized to sign the Qualified Borrower Promissory Note and the other documents or certificates Loan Documents to be delivered pursuant to the terms hereof by such Qualified Borrower, together with the true signatures of each such Person. The Administrative Agent may conclusively rely on such certificate until it shall receive a further certificate canceling or amending the prior certificate and submitting the authority and signatures of the Persons named in such further certificate;

Incumbency Certificate. The Administrative Agent shall have received from the Qualified Borrower a signed certificate of a Responsible Officer of the Qualified Borrower Borrower, which shall certify the names of the Persons authorized to sign the Qualified Borrower Promissory Note and the other documents or certificates to be delivered pursuant to the terms hereof by such Qualified Borrower, together with the true signatures of each such Person. The Person (the Administrative Agent may conclusively rely on such certificate until it shall receive a further certificate canceling or amending the prior certificate and submitting the authority and signatures of the Persons named in such further certificate);

Incumbency Certificate. The Administrative Agent shall have received from the Qualified AIV Borrower or Parallel Fund Borrower, as applicable, a signed certificate of a Responsible Officer of the Qualified such Borrower which shall certify the names of the Persons authorized to sign the Qualified Borrower Promissory Note and the other documents or certificates Loan Documents to be delivered pursuant to the terms hereof by such Qualified Borrower, together with the true signatures of each such Person. The Person (the Administrative Agent may conclusively rely on such certificate until it shall receive a further certificate canceling or amending the prior certificate and submitting the authority and signatures of the Persons named in such further certificate);

Incumbency Certificate. The Administrative Agent shall have received from the such Qualified Borrower a signed certificate of a Responsible Officer of the Qualified Borrower which shall certify the names of the Persons authorized to sign the Qualified Borrower Promissory Note and the other documents or certificates to be delivered pursuant to the terms hereof by such Qualified Borrower, together with the true signatures of each such Person. The Administrative Agent may conclusively rely on such certificate until it shall receive a further certificate canceling or amending the prior certificate and submitting the authority and signatures of the Persons named in such further certificate;

Incumbency Certificate. The Administrative Agent shall have received from the such Qualified Borrower a signed certificate of a Responsible Officer of the such Qualified Borrower Borrower, which shall certify the names of the Persons authorized to sign the Qualified Borrower Promissory Note and the other documents or certificates to be delivered pursuant to the terms hereof by such Qualified Borrower, together with the true signatures of each such Person. The Person (the Administrative Agent may conclusively rely on such certificate until it shall receive a further certificate canceling or amending the prior certificate and submitting the authority and signatures of the Persons named in such further certificate);

Incumbency Certificate. The Administrative Agent Bank shall have received from the Qualified Borrower a signed certificate of a Responsible Officer of the Qualified Borrower which shall certify the names of the Persons authorized to sign the Qualified Borrower Promissory Note and the other documents or certificates to be delivered pursuant to the terms hereof by such Qualified Borrower, together with the true signatures of each such Person. The Administrative Agent Bank may conclusively rely on such certificate until it shall receive a further certificate canceling or amending the prior certificate and submitting the authority and signatures of the Persons named in such further certificate;

Incumbency Certificate. The Administrative Agent shall have received from the Qualified such Borrower a signed certificate of a Responsible Officer of the Qualified such Borrower which shall certify the names of the Persons authorized to sign the Qualified Borrower Promissory Note and the other documents or certificates Loan Documents to be delivered pursuant USActive 51532649.853699586.5 to the terms hereof by such Qualified BorrowerPerson, together with the true signatures of each such Person. The Administrative Agent may conclusively rely on such certificate until it shall receive a further certificate canceling or amending the prior certificate and submitting the authority and signatures of the Persons named in such further certificate;

Incumbency Certificate. The Administrative Agent shall have received from the Qualified Borrower a signed certificate of a Responsible Officer of the Qualified Borrower such Guarantor Applicant which shall certify the names of the Persons authorized to sign the Qualified Borrower Promissory Note Loan Documents and the other documents or certificates to be delivered pursuant to the terms hereof by such Qualified BorrowerGuarantor Applicant, together with the true signatures of each such Person. The Person (the Administrative Agent may conclusively rely on such certificate until it shall receive a further certificate canceling or amending the prior certificate and submitting the authority and signatures of the Persons named in such further certificate);

Incumbency Certificate. The Administrative Agent shall have received from the Qualified Borrower such Guarantor and its general partner (if applicable) a signed certificate of a Responsible Officer of the Qualified Borrower such Guarantor and its general partner( if applicable) which shall certify the names of the Persons authorized to sign the Qualified Borrower Promissory Note and the other documents or certificates Loan Documents to be delivered pursuant to the terms hereof by such Qualified BorrowerGuarantor and its general partner (if applicable), together with the true signatures of each such Person. The Administrative Agent may conclusively rely on such certificate until it shall receive a further certificate canceling or amending the prior certificate and submitting the authority and signatures of the Persons named in such further certificate;

Incumbency Certificate. The Administrative Agent shall have received from the Qualified Borrower a signed certificate of a Responsible Officer of the Qualified Borrower which shall certify the names of the Persons authorized to sign the Qualified Borrower Promissory Note and the other documents or certificates to be delivered pursuant to the terms hereof by such Qualified Borrower, together with the true signatures of each such Person. The Administrative Agent may conclusively rely on such certificate until it shall receive a further certificate canceling or amending the prior certificate and submitting the authority and signatures of the Persons named in such further certificate;

Incumbency Certificate. The Administrative Agent shall have received from the Qualified Borrower a signed certificate of a Responsible Officer of the Qualified such Borrower Applicant which shall certify the names of the Persons authorized to sign the Qualified Borrower Promissory Note Loan Documents and the other documents or certificates to be delivered pursuant to the terms hereof by such Qualified BorrowerBorrower Applicant, together with the true signatures of each such Person. The Person (the Administrative Agent may conclusively rely on such certificate until it shall receive a further certificate canceling or amending the prior certificate and submitting the authority and signatures of the Persons named in such further certificate);

Incumbency Certificate. The Administrative Agent shall have received from the Qualified AIV Borrower or Parallel Fund Borrower, as applicable, a signed certificate of a Responsible Officer of the Qualified such Borrower which shall certify the names of the Persons authorized to sign the Qualified Borrower Promissory Note and the other documents or certificates Loan Documents to be delivered pursuant to the terms hereof by such Qualified Borrower, together with the true signatures of each such Person. The Person (the Administrative Agent may conclusively rely on such certificate until it shall receive a further certificate canceling or amending the prior certificate and submitting the authority and signatures of the Persons named in such further certificate;); (i)

Incumbency Certificate. The Administrative Agent shall have received from the Qualified Borrower a signed certificate of a Responsible Officer of the such Qualified Borrower Applicant which shall certify the names of the Persons authorized to sign the Qualified Borrower Promissory Note Loan Documents and the other documents or certificates to be delivered pursuant to the terms hereof by such Qualified BorrowerBorrower Applicant, together with the true signatures of each such Person. The Person (the Administrative Agent may conclusively rely on such certificate until it shall receive a further certificate canceling or amending the prior certificate and submitting the authority and signatures of the Persons named in such further certificate);

Incumbency Certificate. The Administrative Agent shall have received from the such Qualified Borrower a signed certificate of a Responsible Officer of the Qualified Borrower which shall certify the names of the Persons authorized to sign the Qualified Borrower Promissory Note and the other documents or certificates to be delivered pursuant to the terms hereof by such Qualified Borrower, together with the true signatures of each such Person. The Administrative Agent may conclusively rely on such certificate until it shall receive a further certificate canceling or amending the prior -57- certificate and submitting the authority and signatures of the Persons named in such further certificate;

Incumbency Certificate. The Administrative Agent shall have received from the Qualified Borrower a signed certificate of a Responsible Officer of the such Qualified Borrower Borrower, which shall certify the names of the Persons authorized to sign the Qualified Borrower Promissory Note and each of the other Loan Documents to which it is a party and the other documents or certificates to be delivered pursuant to the terms hereof by such Loan Documents on behalf of the applicable Qualified Borrower, together with the true signatures of each such Person. The Administrative Agent may conclusively rely on such certificate until it shall receive a further certificate canceling or amending the prior certificate and submitting the authority and signatures of the Persons named in such further certificate;