Common use of Organization Documents; Good Standing Clause in Contracts

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary, Assistant Secretary or Assistant Secretary other appropriate officer of the Company as of the Closing Date; and (ii) a good standing certificate dated within five (5) days of the Closing Date for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and the state of its principal place of business as of a recent date;

Organization Documents; Good Standing. Each of the following ------------------------------------- documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing and tax good standing certificate for the Company from the applicable Secretary of State (or similar, applicable Governmental Authority) of its state the States of incorporationDelaware and California dated as of a recent date;

Organization Documents; Good Standing. Each of the following ---------------------------------------- documents: : (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and and (ii) a good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and of the State of Texas dated as of a recent date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws Organization Documents of the Company and each Guarantor as in effect on the Closing Date, certified by the Secretary or Assistant Secretary or Manager of the Company such Person as of the Closing Date; and (ii) a good standing certificate for the Company and each Guarantor from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationorganization as of a recent date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing and, to the extent generally available, tax good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;California and Delaware.

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing and tax good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and each state where the Company is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated the date of the effectiveness of this Agreement;

Organization Documents; Good Standing. Each of the following documents: (iA) the articles or certificate of incorporation and the bylaws of the Company and the Guarantor as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company or the Guarantor as of the Closing Date; and (iiB) a good standing certificate for the Company and the Guarantor from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and each state where the Company is qualified to do business as a foreign corporation as of a recent date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing certificate certificates for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and the state of its principal offices;

Organization Documents; Good Standing. Each of the following documents: (i1) the The articles or certificate of incorporation or certificate of formation or other constitutive documents and the bylaws or limited liability company agreements of the Company Borrower as in effect on the Closing Datedate hereof, certified by the Secretary Secretary, Assistant Secretary, or Assistant Secretary other authorized officer or person of the Company Borrower as of the Closing Date; and (ii2) a A good standing certificate for the Company Borrower from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation or formation as of a recent date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws by-laws of the Company Borrower as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company Borrower as of the Closing Date; and (ii) a good standing certificate for the Company Borrower from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company each Borrower as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company such Borrower as of the Closing Date; and (ii) a good standing certificate for the Company such Borrower from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;

Organization Documents; Good Standing. Each of the following documents: : (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and and (ii) a good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;incorporation and of the State of Texas dated as of a recent date;(d)

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation formation (or similar charter document) and the bylaws (or similar governing documents) of the Company as in effect on the Closing Effective Date, certified by the Secretary or an Assistant Secretary or a similar officer of the Company as of the Closing Effective Date; and (ii) a good standing certificate or certificate of status for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state jurisdiction of incorporation;formation.

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company and each Material Subsidiary, as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company or such Subsidiary as of the Closing Date; and (ii) a good standing and, where applicable, tax good standing certificate for the Company and each Material Subsidiary from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation as of a recent date;

Organization Documents; Good Standing. Each of the following documents: : (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and and (ii) a good standing and tax good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and each state where the Company is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated the Closing Date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation or formation and the bylaws or operating agreements, as applicable, of the Company and each Guarantor, as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company or such Guarantor as of the Closing Date; and (ii) a good standing and, where applicable, tax good standing certificate for the Company and each Guarantor from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation or formation, as applicable, as of a recent date;

Organization Documents; Good Standing. Each of the following documents: : (i) the articles or certificate of incorporation and the bylaws of each of the Company and the Guarantors as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of each of the Company or Guarantors (respectively) as of the Closing Date; and and (ii) a good standing certificate for each of the Company and the Guarantors from the Secretary of State (or similar, applicable Governmental Authority) of its their state of incorporation;incorporation and each state where the Company or Guarantor is qualified to do business as a

Organization Documents; Good Standing. Each of the following documents: (i1) the The articles or certificate of incorporation or certificate of formation or other constitutive documents and the bylaws or limited liability company agreements of the Company Borrower as in effect on the Closing Date, certified by the Secretary Secretary, Assistant Secretary, or Assistant Secretary other authorized officer or person of the Company Borrower as of the Closing Date; and (ii2) a A good standing certificate for the Company Borrower from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation or formation as of a recent date;

Organization Documents; Good Standing. Each Originals or photocopies of each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;

Organization Documents; Good Standing. Each of the ------------------------------------- following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Effective Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Effective Date; and (ii) a good standing and tax good standing certificate for the Company and each of its domestic Subsidiaries from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation, dated the Effective Date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing status certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state jurisdiction of incorporation;organization, in each case, as of a recent date, together with a bring-down certificate transmitted by facsimile or electronic mail, dated on or about the Closing Date.

Organization Documents; Good Standing. Each of the following documents: following: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and and (ii) a good standing status certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;, as of a recent date; (d)

Organization Documents; Good Standing. Each of the following documents: (i1) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii2) a good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;incorporation and the state of Minnesota.

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Effective Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Effective Date; and (ii) a good standing certificate or certificate of status for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing or existence certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation as of a recent date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company Borrower as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company Borrower as of the Closing Date; and (ii) a good standing certificate for the Company Borrower from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;.

Organization Documents; Good Standing. Each of the following documents: : (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and and (ii) a good standing and tax good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;incorporation and each state where the Company is qualified to do business as a foreign corporation as of a recent date.

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company General Partner and Petrolane and the Certificate of Limited Partnership and the Partnership Agreement of the Borrower, in each case as in effect on the Closing Date, certified by the Secretary or an Assistant Secretary of the Company General Partner or Petrolane, as applicable, as of the Closing Date; and (ii) a good standing certificate for Petrolane and the Company General Partner (and where available, the Borrower) from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;incorporation or organization, as applicable.

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary, Assistant Secretary or Assistant Secretary other appropriate officer of the Company as of the Closing Date; and (ii) a good standing certificate dated within five (5) days of the Closing Date for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its respective state of incorporation;

Organization Documents; Good Standing. Each of the following ------------------------------------- documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Effective Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Effective Date; and (ii) a good standing certificate for the Company from the Secretary of State (or similar, applicable other Governmental Authority) of its state of incorporation;incorporation and each state where the Company is qualified to do business as a foreign corporation as of a recent date.

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation organization (or similar charter document) and the bylaws (or similar governing documents) of the Company as in effect on the Closing Effective Date, certified by the Secretary, an Assistant Secretary or Assistant Secretary a similar officer of the Company as of the Closing Effective Date; and (ii) a good standing certificate or certificate of status for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state jurisdiction of incorporation;organization.

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company Borrower as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company Borrower as of the Closing Date; and (ii) a good standing certificate for the Company Borrower from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and the state of its principal place of business as of a recent date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of each of the Company Companies as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the such Company as of the Closing Date; and (ii) a good standing certificate for the each Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and each state where each such Company is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated the Closing Date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and and (ii) a good standing or existence certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and each state where the Company is qualified to do business as a foreign corporation as of a recent date;

Organization Documents; Good Standing. Each of the following documents: (iA) the articles or certificate of incorporation and the bylaws of Holdings and the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company such Person as of the Closing Date; and (iiB) a good standing certificate for Holdings and the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and each state where such Person is qualified to do business as a foreign corporation as of a recent date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified as of the Closing Date by the Secretary or Assistant Secretary of the Company as of the Closing Date; andCompany; (ii) a good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;incorporation as of a recent date; and (iii) a compliance certificate for each Material Insurance Subsidiary from the department of insurance of its jurisdiction of domicile.

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company Companies as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the such Company as of the Closing Date, or equivalent foreign documentation, as applicable; and (ii) a good standing certificate for the Company Companies from the Secretary of State (or similar, similar applicable Governmental Authority) of its state of incorporationincorporation and each state where such Company is qualified to do business as a foreign corporation as of a recent date, or the equivalent foreign documentation, as applicable;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and such states as the Administrative Agent may request where the Company is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated the Closing Date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws Organization Documents of the Company Company, the Borrower and each Subsidiary as in effect on the Closing Date, certified by the Secretary or Assistant Secretary or Manager of the Company such Person as of the Closing Date; and (ii) a good standing certificate for the Company Company, the Borrower and each Subsidiary from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationorganization as of a recent date;

Organization Documents; Good Standing. Each of the following documents: (i1) the The articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii2) a A good standing and tax good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and each state where the Company is qualified to do business as a foreign corporation as of a recent date, together with a bring-down certificate by facsimile, dated the Closing Date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws Organization Documents of the Company and each Guarantor as in effect on the Closing Date, certified by the Secretary or Assistant Secretary or Manager of the Company such Person as of the Closing Date; and (ii) a good standing certificate for the Company and each Guarantor from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and each state where such Person is qualified to do business as a foreign corporation as of a recent date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing and tax good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporationincorporation and each state where the Company is qualified to do business as a foreign corporation as of a recent date;

Organization Documents; Good Standing. Each of the following documents: (i) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and (ii) a good standing certificate dated within five (5) days of the Closing Date for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation;