Common use of Organization, Authorization and Incumbency Clause in Contracts

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender a certificate, dated the date hereof and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to: (i) all action taken by such party in connection with this Second Amendment and the other Loan Documents together with resolutions of the General Partner on behalf of each of Loan Parties evidencing same; (ii) the names of the officer or officers authorized to sign this Second Amendment and the other documents executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Loan Parties for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation and limited liability company agreement, in each case as in effect on the date hereof, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of the Borrower in each state where organized or qualified to do business, provided, however, that the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, or rescinded.

Organization, Authorization and Incumbency. There shall be ------------------------------------------ delivered to the Administrative Agent for the benefit of each Lender Bank a certificate, dated as of the date hereof and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to: (i) all action taken by such party Loan Party in connection with this Second Amendment and the other Loan Documents together with resolutions of the General Partner on behalf of each of Loan Parties evidencing sameDocuments; (ii) the names of the officer or officers authorized to sign this Second Amendment and the other documents executed and delivered in connection herewith and described in this Section 3 and the true signatures of such officer or officers and and, in the case of the Borrower, specifying the Authorized Officers permitted to act on behalf of the Loan Parties Borrower for purposes of the Loan Documents and the true signatures of such officers, on which the Agent Agents and each Lender Bank may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporationincorporation and bylaws if it is a corporation, bylaws, its certificate of limited partnership and partnership agreement if it is a partnership, partnership agreement, and its certificate of formation organization and limited liability company agreementoperating agreement if it is a limited liability company, in each case as in effect on the date hereof, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each of the Borrower Loan Parties in each state where organized or qualified to do business, provided, however, organized; provided that each of the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Administrative Agent remain in full force and effect and have not been modified, amended, or rescinded.

Organization, Authorization and Incumbency. There shall be --- ------------------------------------------ delivered to the Administrative Agent for the benefit of each Lender Bank a certificate, dated as of the date hereof and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to: (i) all action taken by such party Loan Party in connection with this Second Amendment and the other Loan Documents together with resolutions of the General Partner on behalf of each of Loan Parties evidencing sameDocuments; (ii) the names of the officer or officers authorized to sign this Second Amendment and the other documents executed and delivered in connection herewith and described in this Section 3 and the true signatures of such officer or officers and and, in the case of the Borrower, specifying the Authorized Officers permitted to act on behalf of the Loan Parties Borrower for purposes of the Loan Documents and the true signatures of such officers, on which the Agent Agents and each Lender Bank may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporationincorporation and bylaws if it is a corporation, bylaws, its certificate of limited partnership and partnership agreement if it is a partnership, partnership agreement, and its certificate of formation organization and limited liability company agreementoperating agreement if it is a limited liability company, in each case as in effect on the date hereof, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each of the Borrower Loan Parties in each state where organized or qualified to do business, provided, however, organized; provided that each of the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Administrative Agent remain in full force and effect and have not been modified, amended, or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender a certificate, dated the date hereof and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to: (i) all action taken by such party in connection with this Second Third Amendment and the other Loan Documents documents executed and delivered in connection herewith, together with authorizing resolutions of the General Partner on behalf of each of the Loan Parties evidencing same; (ii) the names of the officer or officers authorized to sign this Second Third Amendment and the other documents executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Loan Parties for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation and limited liability company agreement, in each case as in effect on the date hereof, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of the Borrower in each state where organized or qualified to do business, ; provided, however, that the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender Bank a certificate, dated as of the date hereof and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to: (i) all action taken by such party Loan Party in connection with this Second Amendment and the other Loan Documents together with resolutions of the General Partner on behalf of each of Loan Parties evidencing sameDocuments; (ii) the names of the officer or officers authorized to sign this Second Amendment and the other documents executed and delivered in connection herewith and described in this Section 3 and the true signatures of such officer or officers and specifying the Authorized Officers permitted officers authorized to act on behalf of the each Loan Parties Party for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender Bank may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporationincorporation and bylaws if it is a corporation, bylaws, its certificate of limited partnership and partnership agreement if it is a partnership, partnership agreement, and its certificate of formation organization and limited liability company agreementoperating agreement if it is a limited liability company, in each case as in effect on the date hereof, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each of the Borrower Loan Parties in each state where organized or qualified to do business, provided, however, ; provided that each of the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, amended or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender a certificate, dated as of the date hereof and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to: (i) all action taken by such party Loan Party in connection with this Second Amendment and the other Loan Documents together with resolutions of the General Partner on behalf of each of Loan Parties evidencing sameThird Amendment; (ii) the names of the officer or officers authorized to sign this Second Third Amendment and the other documents executed and delivered in connection herewith and described in this Section and the true signatures of such officer or officers and specifying the Authorized Officers permitted officers authorized to act on behalf of the each Loan Parties Party for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporationincorporation and bylaws if it is a corporation, bylaws, its certificate of limited partnership and partnership agreement if it is a partnership, partnership agreement, and its certificate of formation organization and limited liability company agreementoperating agreement if it is a limited liability company, in each case as in effect on the date hereof, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each of the Borrower Loan Parties in each state where organized or qualified to do business, provided, however, that the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender Bank a certificate, dated as of the date hereof and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to: (i) all action taken by such party Loan Party in connection with this Second Amendment and the other Loan Documents together with resolutions of the General Partner on behalf of each of Loan Parties evidencing sameAmendment; (ii) the names of the officer or officers authorized to sign this Second Amendment and the other documents executed and delivered in connection herewith and described in this Section 5 and the true signatures of such officer or officers and specifying the Authorized Officers permitted officers authorized to act on behalf of the each Loan Parties Party for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender Bank may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporationincorporation and bylaws if it is a corporation, bylaws, its certificate of limited partnership and partnership agreement if it is a partnership, partnership agreement, and its certificate of formation organization and limited liability company agreementoperating agreement if it is a limited liability company, in each case as in effect on the date hereof, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each of the Borrower Loan Parties in each state where organized or qualified to do business, provided, however, that the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender Bank a certificate, certificate dated as of the date hereof and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to: (i) all action taken by such party Loan Party in connection with this Second Amendment and the other Loan Documents together with resolutions of the General Partner on behalf of each of Loan Parties evidencing sameDocuments; (ii) the names of the officer or officers authorized to sign this Second Amendment and the other documents executed and delivered in connection herewith and described in this Section 3 and the true signatures of such officer or officers and and, in the case of the Borrower, specifying the Authorized Officers permitted to act on behalf of the Loan Parties Borrower for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender Bank may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation, bylaws, incorporation and bylaws if it is a corporation and its certificate of limited partnership and partnership agreement if it is a partnership, partnership agreement, certificate of formation and limited liability company agreement, in each case as in effect on the date hereof, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each of the Borrower Loan Parties in each state where organized or qualified to do business, provided, however, organized; provided that each of the Loan Parties other than Borrower may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender a certificate, dated as of the date hereof First Amendment Effective Date and signed by the Secretary or an Assistant Secretary of the each Loan Party, certifying as appropriate as to: (i) all action taken by such party in connection with this Second First Amendment and the other Loan Documents together with resolutions of the General Partner on behalf of each of Loan Parties Party evidencing same; (ii) the names of the officer or officers authorized to sign this Second First Amendment and the other documents executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Loan Parties for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation and limited liability company agreement, in each case as in effect on the date hereofFirst Amendment Effective Date, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of the Borrower in each state where organized or qualified to do business, provided, however, that the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender a certificate, dated the date hereof Second Amendment Date and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to: (i) all action taken by such party in connection with this Second Amendment and the other Loan Documents documents executed and delivered in connection herewith, together with authorizing resolutions of the General Partner on behalf of each of the Loan Parties evidencing same; (ii) the names of the officer or officers authorized to sign this Second Amendment and the other documents executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Loan Parties for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation and limited liability company agreement, in each case as in effect on the date hereof, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of the Borrower in each state where organized or qualified to do business, ; provided, however, that the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender a certificate, dated as of the date hereof Fourth Amendment Effective Date and signed by the Secretary or an Assistant Secretary of the each Loan Party, certifying as appropriate as to: (i) all action taken by such party in connection with this Second Fourth Amendment and the other Loan Documents together with resolutions of the General Partner on behalf general partner of the Parent of each of Loan Parties Party evidencing same; (ii) the names of the officer or officers authorized to sign this Second Fourth Amendment and the other documents executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Loan Parties for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation and limited liability company agreement, in each case as in effect on the date hereofFourth Amendment Effective Date, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of the Borrower in each state where organized or qualified to do business, provided, however, that the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender a certificate, dated the date hereof and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to: (i) all action taken by such party in connection with this Second First Amendment and the other Loan Documents documents executed and delivered in connection herewith, together with authorizing resolutions of the General Partner on behalf of each of the Loan Parties evidencing same; (ii) the names of the officer or officers authorized to sign this Second First Amendment and the other documents executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Loan Parties for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation and limited liability company agreement, in each case as in effect on the date hereof, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of the Borrower in each state where organized or qualified to do business, ; provided, however, that the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender a certificate, dated as of the date hereof and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to: (i) all action taken by such party Loan Party in connection with this Second Amendment and the other Loan Documents together with resolutions of the General Partner on behalf of each of Loan Parties evidencing sameDocuments; (ii) the names of the officer or officers authorized to sign this Second Amendment and the other documents executed and delivered in connection herewith and described in this Section 4 and the true signatures of such officer or officers and specifying the Authorized Officers permitted officers authorized to act on behalf of the each Loan Parties Party for purposes of the Loan Documents and the true signatures of such officers, on which the Agent Agents and each Lender may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporationincorporation and bylaws if it is a corporation, bylaws, its certificate of limited partnership and partnership agreement if it is a partnership, partnership agreement, and its certificate of formation organization and limited liability company agreementoperating agreement if it is a limited liability company, in each case as in effect on the date hereof, certified by the appropriate state official where such documents are filed flied in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each of the Borrower Loan Parties in each state where organized or qualified to do business, provided, however, ; provided that each of the Loan Parties other than Borrower may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, amended or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender a certificate, dated the date hereof and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to: (i) all action taken by such party in connection with this Second Amendment and the other Loan Documents documents executed and delivered in connection herewith, together with authorizing resolutions of the General Partner on behalf of each of the Loan Parties evidencing same; (ii) the names of the officer or officers authorized to sign this Second Amendment and the other documents executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Loan Parties for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation and limited liability company agreement, in each case as in effect on the date hereof, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of the Borrower in each state where organized or qualified to do business, ; provided, however, that the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender Bank a certificate, certificate dated as of the date hereof and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to: (i) all action taken by such party Loan Party in connection with this Second Amendment and the other Loan Documents together with resolutions of the General Partner on behalf of each of Loan Parties evidencing sameDocuments; (ii) the names of the officer or officers authorized to sign this Second Amendment and the other documents executed and delivered in connection herewith and described in this Section 3 and the true signatures of such officer or officers and and, in the case of the Borrower, specifying the Authorized Officers permitted to act on behalf of the Loan Parties Borrower for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender Bank may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation, bylaws, incorporation and bylaws if it is a corporation and its certificate of limited partnership and partnership agreement if it is a partnership, partnership agreement, certificate of formation and limited liability company agreement, in each case as in effect on the date hereof, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each of the Borrower Loan Parties in each state where organized or qualified to do business, provided, however, organized; provided that each of the Loan Parties other than Borrower may, in lieu of delivering copies of the foregoing organizational documents and (excluding good standing certificates), certify that the organizational documents and good standing certificates which it previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Administrative Agent for the benefit of each Lender a certificate, dated as of the date hereof and signed by the Secretary or an Assistant Secretary of the Borrower, the Co-Borrower and each Loan PartyGuarantor, certifying as appropriate as to: (i) all action taken by such party in connection with this Second Amendment and the other Loan Documents together with resolutions of the General Partner on behalf of each of Loan Parties evidencing sameDocuments; (ii) the names of the officer or officers authorized to sign this Second Amendment and the other documents executed and delivered in connection herewith and described in this Section 3 and the true signatures of such officer or officers and and, specifying the Authorized Officers permitted to act on behalf of the applicable Loan Parties for purposes of the Loan Documents and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporationincorporation and bylaws if it is a corporation, bylaws, its certificate of limited partnership and partnership agreement if it is a partnership, partnership agreement, and its certificate of formation organization and limited liability company agreementoperating agreement if it is a limited liability company, in each case as in effect on the date hereof, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of the Borrower, the Co-Borrower and each Guarantor in each state where organized or qualified to do business, provided, however, that the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, or rescindedorganized.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender Bank a certificate, dated as of the date hereof and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to: (i) all action taken by such party Loan Party in connection with this Second Amendment and the other Loan Documents together with resolutions of the General Partner on behalf of each of Loan Parties evidencing sameDocuments; (ii) the names of the officer or officers authorized to sign this Second Amendment and the other documents executed and delivered in connection herewith and described in this Section 5 and the true signatures of such officer or officers and specifying the Authorized Officers permitted officers authorized to act on behalf of the each Loan Parties Party for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender Bank may conclusively rely; andand 4 (iii) copies of its organizational documents, including its certificate of incorporationincorporation and bylaws if it is a corporation, bylaws, its certificate of limited partnership and partnership agreement if it is a partnership, partnership agreement, and its certificate of formation organization and limited liability company agreementoperating agreement if it is a limited liability company, in each case as in effect on the date hereof, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each of the Borrower Loan Parties in each state where organized or qualified to do business, provided, however, that the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender Bank a certificate, certificate dated as of the date hereof and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to: (i) all action taken by such party Loan Party in connection with this Second Amendment and the other Loan Documents together with resolutions of the General Partner on behalf of each of Loan Parties evidencing sameDocuments; (ii) the names of the officer or officers authorized to sign this Second Amendment and the other documents executed and delivered in connection herewith and described in this Section 3 and the true signatures of such officer or officers and and, in the case of the Borrower, specifying the Authorized Officers permitted to act on behalf of the Loan Parties Borrower for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender Bank may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation, bylaws, incorporation and bylaws if it is a corporation and its certificate of limited partnership and partnership agreement if it is a partnership, partnership agreement, certificate of formation and limited liability company agreement, in each case as in effect on the date hereof, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each of the Borrower Loan Parties in each state where organized or qualified to do business, provided, however, organized; provided that each of the Loan Parties other than Borrower may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that such Loan Party is in good standing as of the date hereof and that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender a certificate, dated as of the date hereof Seventh Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to: (i) all action taken by such party in connection with this Second Seventh Amendment and the other Loan Documents together with resolutions of the General Partner general partner of the Parent of the Borrower on behalf of each of Loan Parties evidencing same; (ii) the names of the officer or officers authorized to sign this Second Seventh Amendment and the other documents executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Loan Parties for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation and limited liability company agreement, in each case as in effect on the date hereofSeventh Amendment Effective Date, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of the Borrower in each state where organized or qualified to do business, provided, however, that the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender a certificate, dated as of the date hereof Fifth Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to: (i) all action taken by such party in connection with this Second Fifth Amendment and the other Loan Documents together with resolutions of the General Partner on behalf general partner of the Parent of each of Loan Parties Party evidencing same; (ii) the names of the officer or officers authorized to sign this Second Fifth Amendment and the other documents executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Loan Parties for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation and limited liability company agreement, in each case as in effect on the date hereofFifth Amendment Effective Date, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of the Borrower in each state where organized or qualified to do business, provided, however, that the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Administrative Agent for the benefit of each Lender a certificate, dated as of the date hereof and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to: (i) all action taken by such party Loan Party in connection with this Second Amendment and the other Loan Documents together with resolutions of the General Partner on behalf of each of Loan Parties evidencing sameDocuments; (ii) the names of the officer or officers authorized to sign this Second Amendment and the other documents executed and delivered in connection herewith and described in this Section 3 and the true signatures of such officer or officers and specifying the Authorized Officers permitted officers authorized to act on behalf of the each Loan Parties Party for purposes of the Loan Documents and the true signatures of such officers, on which the Agent Agents and each Lender may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporationincorporation and bylaws if it is a corporation, bylaws, its certificate of limited partnership and partnership agreement if it is a partnership, partnership agreement, and its certificate of formation organization and limited liability company agreementoperating agreement if it is a limited liability company, in each case as in effect on the date hereof, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each of the Borrower Loan Parties in each state where organized or qualified to do business, provided, however, ; provided that each of the Loan Parties other than Borrower may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Administrative Agent remain in full force and effect and have not been modified, amended, amended or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender Bank a certificate, dated as of the date hereof Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan PartyParties, certifying as appropriate as to: (i) all action taken by such party in connection with this Second Amendment and Amendment, the other Loan Documents Documents, and the increase in the Revolving Credit Commitments together with resolutions of the General Partner on behalf of each of Loan Parties such party evidencing same; (ii) the names of the officer or officers authorized to sign this Second Amendment and the other documents executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the each Loan Parties Party for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender Bank may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation and limited liability company agreement, in each case as in effect on the date hereofEffective Date, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each of the Borrower Loan Parties in each state where organized or qualified to do business, provided, however, that the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the such Loan Parties Party to the Agent remain in full force and effect and have not been modified, amended, amended or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender a certificate, dated as of the date hereof and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to: (i) all action taken by such party in connection with this Second Sixth Amendment and the other Loan Documents together with resolutions of the General Partner general partner of the Parent of the Borrower on behalf of each of Loan Parties evidencing same; (ii) the names of the officer or officers authorized to sign this Second Sixth Amendment and the other documents executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Loan Parties for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation and limited liability company agreement, in each case as in effect on the date hereofSixth Amendment Effective Date, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of the Borrower in each state where organized or qualified to do business, provided, however, that the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender Bank a certificate, dated as of the date hereof Effective Date and signed by the Secretary or an Assistant Secretary of each Loan Partythe Borrower, certifying as appropriate as to: (i) all action taken by such party in connection with this Second Amendment and Amendment, the other Loan Documents Documents, and the increase in the Revolving Credit Commitments together with resolutions of the General Partner on behalf of each of Loan Parties Borrower evidencing same; (ii) the names of the officer or officers authorized to sign this Second Amendment and the other documents executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Loan Parties Borrower for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender Bank may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation and limited liability company agreement, in each case as in effect on the date hereofEffective Date, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of the Borrower in each state where organized or qualified to do business, provided, however, that the Loan Parties Borrower may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties Borrower to the Agent remain in full force and effect and have not been modified, amended, amended or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender Bank a certificate, dated as of the date hereof and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to: (i) all action taken by such party Loan Party in connection with this Second Amendment and the other Loan Documents together with resolutions of the General Partner on behalf of each of Loan Parties evidencing sameDocuments; (ii) the names of the officer or officers authorized to sign this Second Amendment and the other documents executed and delivered in connection herewith and described in this Section 3 and the true signatures of such officer or officers and specifying the Authorized Officers permitted officers authorized to act on behalf of the each Loan Parties Party for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender Bank may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporationincorporation and bylaws if it is a corporation, bylaws, its certificate of limited partnership and partnership agreement if it is a partnership, partnership agreement, and its certificate of formation organization and limited liability company agreementoperating agreement if it is a limited liability company, in each case as in effect on the date hereof, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each of the Borrower Loan Parties in each state where organized or qualified to do business, provided, however, ; provided that each of the Loan Parties other than Borrower may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, amended or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender Bank a certificate, dated as of the date hereof Effective Date and signed by the Secretary or an Assistant Secretary of each Loan Partythe Borrower, certifying as appropriate as to: (i) all action taken by such party in connection with this Second Amendment and Consent and the other Loan Documents together with resolutions of the General Partner on behalf of each of Loan Parties Borrower evidencing same; (ii) the names of the officer or officers authorized to sign this Second Amendment and Consent and the other documents executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Loan Parties Borrower for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender Bank may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation and limited liability company agreement, in each case as in effect on the date hereofEffective Date, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of the Borrower in each state where organized or qualified to do business, provided, however, that the Loan Parties Borrower may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties Borrower to the Agent remain in full force and effect and have not been modified, amended, amended or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender Bank a certificate, dated as of the date hereof and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to: (i) all action taken by such party in connection with this Second Amendment Consent and the other Loan Documents together with resolutions of the General Partner on behalf of each of Loan Parties Party evidencing same; (ii) the names of the officer or officers authorized to sign this Second Amendment Consent and the other documents executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the such Loan Parties Party for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender Bank may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation and limited liability company agreement, in each case as in effect on the date hereof, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of the Borrower each Loan Party in each state where organized or qualified to do business, provided, however, that each of the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, amended or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender a certificate, dated as of the date hereof First Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to: (i) all action taken by such party in connection with this Second First Amendment and the other Loan Documents together with resolutions of the General Partner general partner of the Parent of the Borrower on behalf of each of Loan Parties evidencing same; (ii) the names of the officer or officers authorized to sign this Second First Amendment and the other documents executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of the Loan Parties for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation and limited liability company agreement, in each case as in effect on the date hereofFirst Amendment Effective Date, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of the Borrower in each state where organized or qualified to do business, provided, however, that the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, or rescinded.

Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Lender Bank a certificate, certificate dated as of the date hereof and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to: (i) all action taken by such party Loan Party in connection with this Second Amendment and the other Loan Documents together with resolutions of the General Partner on behalf of each of Loan Parties evidencing sameDocuments; (ii) the names of the officer or officers authorized to sign this Second Amendment and the other documents executed and delivered in connection herewith and described in this Section 3 and the true signatures of such officer or officers and and, in the case of the Borrower, specifying the Authorized Officers permitted to act on behalf of the Loan Parties Borrower for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Lender Bank may conclusively rely; and (iii) copies of its organizational documents, including its certificate of incorporation, bylaws, incorporation and bylaws if it is a corporation and its certificate of limited partnership and partnership agreement if it is a partnership, partnership agreement, certificate of formation and limited liability company agreement, in each case as in effect on the date hereof, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each of the Borrower Loan Parties in each state where organized or qualified to do business, provided, however, organized; provided that each of the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificatesdocuments, certify that the organizational documents and good standing certificates which it previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended, or rescinded.