Common use of Loan Party Documents Clause in Contracts

Loan Party Documents. On or before the Second Restatement Date, Parent shall, and shall cause each other Loan Party to, deliver to Administrative Agent (with sufficient originally executed copies, where appropriate, for each Lender) the following with respect to Parent or such Loan Party, as the case may be, each, unless otherwise noted, dated the Second Restatement Date: (a) Copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar Officer of the applicable Loan Party, together with a good standing certificate from the Secretary of State of its jurisdiction of organization and each other state in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Second Restatement Date; (b) Resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Second Restatement Date by the secretary or similar Officer of such Person as being in full force and effect without modification or amendment; (c) Signature and incumbency certificates of the Officers of such Person executing the Loan Documents to which it is a party; (d) Executed originals of the Loan Documents to which such Person is a party (including the Subsidiary Guaranty executed and delivered by each Subsidiary of Parent and Company); and (e) Such other documents as Administrative Agent may reasonably request.

Loan Party Documents. On or before the Second Restatement Closing Date, Parent Company shall, and shall cause each other Loan Party (other than the Non-Material Subsidiary Guarantors in the case of the items described in clauses (i), (ii) and (iii) below and schedules to the Pledge Agreement, the Security Agreement and the Subsidiary Guaranty to be delivered by such Non-Material Subsidiary Guarantors and described in clause (iv) below) to, deliver to Administrative Agent Lenders (or to Joint-Lead Arrangers with sufficient originally executed copies, where appropriate, for each Lender) the following with respect to Parent Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Second Restatement Closing Date: (ai) Copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar Officer officer of the applicable Loan Party, together with a good standing certificate from the Secretary of State of its jurisdiction of organization and each other state in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes taxes from the appropriate taxing authority of each of such jurisdictionsjurisdiction, each dated a recent date prior to the Second Restatement Closing Date; (bii) Resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Second Restatement Closing Date by the secretary or similar Officer officer of such Person as being in full force and effect without modification or amendment; (ciii) Signature and incumbency certificates of the Officers officers of such Person executing the Loan Documents to which it is a party; (div) Executed originals of the Loan Documents (other than Foreign Pledge Agreements) to which such Person is a party (including the Subsidiary Guaranty executed and delivered by each Subsidiary of Parent and Company)party; and (ev) Such other documents as Administrative Agent or Joint-Lead Arrangers may reasonably request.

Loan Party Documents. On or before the Second Restatement Closing Date, Parent Company shall, and shall cause each other Loan Party to, deliver to Administrative Agent (with sufficient such number of originally executed copies, where appropriate, for each Lender) copies as Administrative Agent may request the following with respect to Parent Company or such other Loan Party, as the case may be, each, unless otherwise noted, dated the Second Restatement Closing Date: (ai) Copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization (or other applicable authority) or, if such document is of a type that may not be so certified, certified by the secretary or similar Officer officer of the applicable Loan Partysuch Person, together with a good standing certificate from the Secretary of State (or other applicable authority) of its jurisdiction of organization and each other state in which (if available from such Person is qualified to do business jurisdiction) and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes taxes from the appropriate taxing authority of each of such jurisdictionsjurisdiction, each dated a recent date prior to the Second Restatement Closing Date; (bii) Resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Second Restatement Closing Date by the secretary or in the case of foreign Loan Parties, a similar Officer officer of such Person as being in full force and effect without modification or amendment; (ciii) Signature and incumbency certificates of the Officers officers of such Person executing the Loan Documents to which it is a party; (div) Executed originals of the Loan Documents to which such Person is a party (including party; provided that the Subsidiary Guaranty executed Tranche A Term Loan Notes and Australian Revolving Loan Notes shall be delivered by each Subsidiary immediately after the making of Parent and Company)the initial Australian Revolving Loans; and (ev) Such other customary documents as Administrative Agent Agents may reasonably request.

Loan Party Documents. On or before the Second Restatement Closing Date, Parent Borrowers shall, and shall cause each other Loan Party to, deliver to Lenders (or to Administrative Agent (with sufficient originally executed copies, where appropriate, for each Lender) the following with respect to Parent Borrowers or such Loan Party, as the case may be, each, unless otherwise noted, dated the Second Restatement Closing Date: (ai) Copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar Officer officer of the applicable Loan Party, together with a good standing certificate from the Secretary of State of its jurisdiction of organization and each other state in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Second Restatement Closing Date (notwithstanding the foregoing, it is understood and agreed that those certificates evidencing good standing that Borrowers are unable (after exercising reasonable best efforts) to obtain on or prior to the proposed Closing Date shall not be required to be delivered on or prior to the Closing Date for purposes of this subsection 4.1A(i), provided, that such certificates not so delivered shall be delivered to Agents no later than 30 days after the Closing Date); (bii) Resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a partyparty and, in the case of each Borrower, approving and authorizing the commencement of the Chapter 11 Cases, certified as of the Second Restatement Closing Date by the secretary or similar Officer officer of such Person as being in full force and effect without modification or amendment; (ciii) Signature and incumbency certificates of the Officers officers of such Person executing the Loan Documents to which it is a party; (div) Executed originals of the Loan Documents to which such Person is a party (including the Subsidiary Guaranty executed and delivered by each Subsidiary of Parent and Company)party; and (ev) Such other documents as Administrative Agent may reasonably request.

Loan Party Documents. On or before the Second Restatement Closing Date, Parent shall, Company shall and shall cause each other Loan Party to, deliver deliver, to Lenders (or to Administrative Agent (for Lenders with sufficient originally executed copies, where appropriate, for each LenderLender and its counsel) the following with respect to Parent Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Second Restatement Closing Date: (ai) Copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document certification is of a type that may not be so certifiedgenerally available and in each other case, certified by the such Person’s secretary or similar Officer of assistant secretary, in each case dated a recent date prior to the applicable Loan PartyClosing Date; (ii) To the extent generally available, together with a good standing certificate from the Secretary of State of its jurisdiction of organization and each other state in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes taxes from the appropriate taxing authority of each of such jurisdictionsjurisdiction, each dated a recent date prior to the Second Restatement Closing Date; (biii) Resolutions of the Governing Body Board of Directors of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Second Restatement Closing Date by the corporate secretary or similar Officer an assistant secretary of such Person as being in full force and effect without modification or amendment; (civ) Signature and incumbency certificates of the Officers officers of such Person executing the Loan Documents to which it is a party; (dv) Executed originals of the Notes and the other Loan Documents to which such Person is a party (including the Subsidiary Guaranty executed and delivered by each Subsidiary of Parent and Company)party; and (evi) Such other documents as Administrative Agent may reasonably request.

Loan Party Documents. On or before the Second Restatement Effective Date, Parent Holdings shall, and shall cause each other Loan Party to, deliver to Lenders (or to Administrative Agent (for Lenders with sufficient originally executed copies, where appropriate, for each LenderLender and its counsel) the following with respect to Parent Holdings or such Loan Party, as the case may be, each, unless otherwise noted, dated the Second Restatement Effective Date: (ai) Copies Certified copies of the Organizational Documents Certificate or Articles of Incorporation (or equivalent organizational document) of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar Officer of the applicable Loan Party, together with (if relevant for the jurisdiction in which such Loan Party is organized) a good standing certificate from the Secretary of State of its jurisdiction of organization incorporation and each other state in which such Person is qualified as a foreign corporation to do business (except any such other state or states in which the failure to be qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (provided that no such state shall be a state in which Closing Date Mortgaged Property of the applicable Loan Party is located)) and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Second Restatement Effective Date; (bii) Copies of the Bylaws (or equivalent organizational document) of such Person, certified as of the Restatement Effective Date by such Person's corporate secretary or an assistant secretary; (iii) Resolutions of the Governing Body Board of Directors of such Person approving and authorizing the execution, delivery and performance of the Loan Documents and Related Agreements to which it is a party, certified as of the Second Restatement Effective Date by the corporate secretary or similar Officer an assistant secretary of such Person as being in full force and effect without modification or amendment; (civ) Signature and incumbency certificates of the Officers officers of such Person executing the Loan Documents to which it is a party; (dv) Executed originals of the Loan Documents to which such Person is a party (including the Subsidiary Guaranty executed and delivered by each Subsidiary of Parent and Company)party; and (evi) Such other documents as JPMSI or Administrative Agent may reasonably request.

Loan Party Documents. On or before the Second Restatement Date, Parent Company shall, and shall cause each other of its Subsidiaries then a Loan Party to, deliver to Lenders (or to Administrative Agent (with sufficient originally executed copies, where appropriate, for each Lender) the following with respect to Parent Company or such other Loan Party, as the case may be, each, unless otherwise noted, dated the Second Restatement Date: (ai) Copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization (or other applicable authority) or, if such document is of a type that may not be so certified, certified by the secretary or similar Officer officer of such Person, or, in the case of Loan Parties other than the Borrowers, a certification by an officer of such Person that the Organizational Documents delivered to Agent in connection with the First Amended and Restated Credit Agreement are (as of the applicable Loan Partydate hereof) in full force and effect without any amendment thereto, together with a good standing certificate from the Secretary of State (or other applicable authority) of its jurisdiction of organization and each other state in which (if available from such Person is qualified to do business jurisdiction) and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes taxes from the appropriate taxing authority of each of such jurisdictionsjurisdiction, each dated a recent date prior to the Second Restatement Date; (bii) Resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Second Restatement Date by the secretary or similar Officer officer of such Person as being in full force and effect without modification or amendment; (ciii) Signature and incumbency certificates of the Officers officers of such Person executing the Loan Documents to which it is a party;; and (div) Executed originals of the Loan Documents to which such Person is a party (including the Subsidiary Guaranty executed and delivered by each Subsidiary of Parent and Company); and (e) Such other documents as Administrative Agent may reasonably requestparty.

Loan Party Documents. On or before the Second Restatement Closing Date, Parent Company shall, and shall cause each other Loan Party to, deliver to Lenders (or to Administrative Agent (with sufficient originally executed copies, where appropriate, for each Lender) the following with respect to Parent Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Second Restatement Closing Date: (ai) Copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar Officer officer of the applicable Loan Party, together with a good standing certificate from the Secretary of State of its jurisdiction of organization and each other state in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Second Restatement Closing Date; (bii) Resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Second Restatement Closing Date by the secretary or similar Officer officer of such Person as being in full force and effect without modification or amendment; (ciii) Signature and incumbency certificates of the Officers officers of such Person executing the Loan Documents to which it is a party; (div) Executed originals of the Loan Documents to which such Person is a party (including the Subsidiary Guaranty executed and delivered by each Subsidiary of Parent and Company)party; and (ev) Such other documents as Administrative Agent may reasonably request.. 50 Credit Agreement

Loan Party Documents. On or before the Second Restatement Date, Parent Company shall, and shall cause each other Loan Party to, deliver to Administrative Agent (with sufficient originally executed copies, where appropriate, for each LenderLender and the Collateral Agent) the following with respect to Parent Company or such Loan Party, as the case may be, each, unless otherwise noted, dated the Second Restatement Date: (ai) Copies copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar Officer officer of the applicable Loan PartyParty (or a certification that such Organizational Documents have not changed from the terms thereof delivered in connection with the Original Credit Agreement), together with a good standing certificate from issued by the Secretary of State of applicable governmental official for its jurisdiction of organization and each other state jurisdiction in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes from the appropriate taxing authority of each of such jurisdictionsbusiness, each dated a recent date prior to the Second Restatement Date; (bii) Resolutions resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a partyparty and which are entered into on the Restatement Date, certified as of the Second Restatement Date by the secretary or similar Officer officer of such Person as being in full force and effect without modification or amendment; (ciii) Signature signature and incumbency certificates of the Officers officers of such Person executing the Loan Documents to which it is a partyparty and which are entered into on the Restatement Date; (div) Executed executed originals of the Collateral Documents and each other Loan Documents Document to which such Person is a party (including and which are entered into on the Subsidiary Guaranty executed and delivered by each Subsidiary of Parent and Company)Restatement Date; and (ev) Such such other documents as Administrative Agent or Collateral Agent may reasonably request.

Loan Party Documents. On or before the Second Restatement Closing Date, Parent Company shall, and shall cause each other Loan Party to, deliver to Administrative Agent (with sufficient such number of originally executed copies, where appropriate, for each Lender) copies as Administrative Agent may request the following with respect to Parent Company or such other Loan Party, as the case may be, each, unless otherwise noted, dated the Second Restatement Closing Date: (ai) Copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization (or other applicable authority) or, if such document is of a type that may not be so certified, certified by the secretary or similar Officer officer of the applicable Loan Partysuch Person, together with a good standing certificate from the Secretary of State (or other applicable authority) of its jurisdiction of organization and each other state in which (if available from such Person is qualified to do business jurisdiction) and, to the extent generally availableavailable and customary in its jurisdiction of organization, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes taxes from the appropriate taxing authority of each of such jurisdictionsjurisdiction, each dated a recent date prior to the Second Restatement Closing Date; (bii) Resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Second Restatement Closing Date by the secretary or in the case of foreign Loan Parties, a similar Officer officer of such Person as being in full force and effect without modification or amendment; (ciii) Signature and incumbency certificates of the Officers officers of such Person executing the Loan Documents to which it is a party; (div) Executed originals of the Loan Documents to which such Person is a party (including party; provided that the Subsidiary Guaranty executed Tranche A Term Loan Notes and Australian Revolving Loan Notes shall be delivered by each Subsidiary immediately after the making of Parent and Company)the initial Australian Revolving Loans; and (ev) Such other customary documents as the Administrative Agent may reasonably requestrequest with sufficient notice to the relevant Loan Parties prior to the Closing Date.

Loan Party Documents. On or before the Second Restatement Effective Date, Parent Borrower shall, and shall cause each other Loan Party to, deliver to Lenders (or to Administrative Agent (with sufficient originally executed copies, where appropriate, for each LenderLenders) the following with respect to Parent Borrower or such Loan Party, as the case may be, each, unless otherwise noted, dated the Second Restatement Effective Date: (i) (a) Copies either (1) copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar Officer of the applicable Loan Party, together with to the extent that such Organizational Documents have been modified, amended or supplemented since April 22, 2003 or have not been previously delivered to Administrative Agent, or (2) a certification by the secretary or similar Officer of the applicable Loan Party that such Organizational Documents of such Person have not been modified, amended or supplemented since April 22, 2003 and (b) a good standing certificate from the Secretary of State of its jurisdiction of organization and each other state in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Second Restatement Effective Date; (bii) Resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Second Restatement Effective Date by the secretary or similar Officer of such Person as being in full force and effect without modification or amendment; (ciii) Signature and incumbency certificates of the Officers of such Person executing the Loan Documents to which it is a party; (div) Executed originals of the Loan Documents to which such Person is a party (including the Subsidiary Guaranty executed and delivered by each Subsidiary of Parent and Company)party; and (ev) Such other documents as Administrative Agent may reasonably request.

Loan Party Documents. On or before the Second Restatement Closing Date, Parent Borrowers shall, and shall cause each other Loan Party to, deliver to Administrative Lenders (or to Agent (with sufficient originally executed copies, where appropriate, for each Lender) the following with respect to Parent Borrowers or such Loan Party, as the case may be, each, unless otherwise noted, dated the Second Restatement Closing Date: (ai) Copies of the Organizational Documents of such Person, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar Officer officer of the applicable Loan Party, together with a good standing certificate from the Secretary of State of its jurisdiction of organization and each other state in which such Person is qualified to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar Taxes taxes from the appropriate taxing authority of each of such jurisdictions, each dated a recent date prior to the Second Restatement Closing Date; (bii) Resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Second Restatement Closing Date by the secretary or similar Officer officer of such Person as being in full force and effect without modification or amendment; (ciii) Signature and incumbency certificates of the Officers officers of such Person executing the Loan Documents to which it is a party; (div) Executed originals of the Loan Documents to which such Person is a party (including the Subsidiary Guaranty executed and delivered by each Subsidiary of Parent and Company)party; and (ev) Such other documents as Administrative Agent may reasonably request.