Common use of Organization Documents; Resolutions and Certificates Clause in Contracts

Organization Documents; Resolutions and Certificates. Receipt by the Administrative Agent of: (i) a certificate of the Secretary or Assistant Secretary of each Loan Party, attaching and certifying copies of such Loan Party’s Organization Documents and resolutions of its board of directors (or equivalent governing body), authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; and (ii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence for each Loan Party, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party; provided, that, to the extent that a certificate of good standing or existence for a Loan Party has been ordered from the Secretary of State of the jurisdiction of organization of such Loan Party by the Borrower prior to the Effective Date, but such certificate of good standing or existence has not yet been received by the Borrower from such Secretary of State as of the Effective Date, then, so long as the Administrative Agent shall have received certification from the Secretary or Assistant Secretary of each Loan Party that no Responsible Officer of any Loan Party is aware of the existence of any fact(s) or circumstance(s) that, individually or in the aggregate, could result in such Loan Party to not be in good standing or existence in the jurisdiction of organization of such Loan Party as of the Effective Date, the certificate of good standing or existence for such Loan Party may be delivered by the Borrower to the Administrative Agent as soon as practicable and, in any event, within five (5) Business Days after the Effective Date.

Organization Documents; Resolutions and Certificates. Receipt by the Administrative Agent of: (i) of a duly executed certificate of the Secretary chief financial officer, manager, secretary or Assistant Secretary assistant secretary (or other Responsible Officer of substantially equivalent title and authority) of each Loan Party: (i) certifying that there has been no change to the Organization Documents of such Loan Party since the Effective Date (except as may be detailed in such certificate, attaching and certifying copies and, in the event of any such change(s), such certificate shall attach a copy of such changed Organization Document(s) that is certified, as of a recent date, by the applicable Governmental Authority of such Loan Party’s Organization Documents jurisdiction of incorporation or formation (as the case may be)); (ii) attaching and certifying a copy of resolutions (or unanimous written consents) of its the board of directors or managers (or equivalent governing body), authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer ) of such Loan Party, authorizing (A) the timely execution and delivery of this Amendment and the performance by such Loan Party executing of its obligations hereunder and under the Amended Credit Agreement, (B) the increase in the amount of the Aggregate Commitments on the Third Amendment Effective Date as described herein, and (C) any Credit Extension(s) to occur on the Third Amendment Effective Date; (iii) if the Administrative Agent has not already received an executed, original incumbency certificate (in form and substance reasonably satisfactory to the Administrative Agent) with respect to each Responsible Officer of a Loan Documents Party signing this Amendment and/or any other document, agreement, letter, certificate and/or instrument executed, or required to which it is a partybe executed, in connection herewith (including, without limitation, the fee letter agreement referred to in clause (f) below and the certificate(s) described in this clause (b)), an executed incumbency certificate with respect to each such Responsible Officer; and and (iiiv) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing standing, existence, or existence the like for each Loan Party, certified, as may be available from of a recent date, by the Secretary of State of the jurisdiction of organization applicable Governmental Authority of such Loan Party; provided, that, to the extent that a certificate of good standing or existence for a Loan Party has been ordered from the Secretary of State of the ’s jurisdiction of organization of such Loan Party by the Borrower prior to the Effective Date, but such certificate of good standing incorporation or existence has not yet been received by the Borrower from such Secretary of State as of the Effective Date, then, so long formation (as the Administrative Agent shall have received certification from the Secretary or Assistant Secretary of each Loan Party that no Responsible Officer of any Loan Party is aware of the existence of any fact(s) or circumstance(s) that, individually or in the aggregate, could result in such Loan Party to not be in good standing or existence in the jurisdiction of organization of such Loan Party as of the Effective Date, the certificate of good standing or existence for such Loan Party case may be delivered by the Borrower to the Administrative Agent as soon as practicable and, in any event, within five (5) Business Days after the Effective Datebe).

Organization Documents; Resolutions and Certificates. Receipt by the Administrative Agent of: (i) of a duly executed certificate of the Secretary chief financial officer, manager, secretary or Assistant Secretary assistant secretary (or other Responsible Officer of substantially equivalent title and authority) of each Loan Party: (i) certifying that there has been no change to the Organization Documents of such Loan Party since the Effective Date (except as may be detailed in such certificate, attaching and certifying copies and, in the event of any such change(s), such certificate shall attach a copy of such changed Organization Document(s) that is certified, as of a recent date, by the applicable Governmental Authority of such Loan Party’s Organization Documents jurisdiction of incorporation or formation (as the case may be)); (ii) attaching and certifying a copy of resolutions (or unanimous written consents) of its the board of directors or managers (or equivalent governing body), authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer ) of such Loan Party, authorizing (A) the timely execution and delivery of this Amendment and the performance by such Loan 0000-0000-0000 v.7 Party executing of its obligations hereunder and under the Amended Credit Agreement, (B) the increase in the amount of the Aggregate Commitments on the Second Amendment Effective Date as described herein, and (C) any Credit Extension(s) to occur on the Second Amendment Effective Date; (iii) if the Administrative Agent has not already received an executed, original incumbency certificate (in form and substance reasonably satisfactory to the Administrative Agent) with respect to each Responsible Officer of a Loan Documents Party signing this Amendment and/or any other document, agreement, letter, certificate and/or instrument executed, or required to which it is a partybe executed, in connection herewith (including, without limitation, the fee letter agreement referred to in clause (f) below and the certificate(s) described in this clause (b)), an executed incumbency certificate with respect to each such Responsible Officer; and and (iiiv) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing standing, existence, or existence the like for each Loan Party, certified, as may be available from of a recent date, by the Secretary of State of the jurisdiction of organization applicable Governmental Authority of such Loan Party; provided, that, to the extent that a certificate of good standing or existence for a Loan Party has been ordered from the Secretary of State of the ’s jurisdiction of organization of such Loan Party by the Borrower prior to the Effective Date, but such certificate of good standing incorporation or existence has not yet been received by the Borrower from such Secretary of State as of the Effective Date, then, so long formation (as the Administrative Agent shall have received certification from the Secretary or Assistant Secretary of each Loan Party that no Responsible Officer of any Loan Party is aware of the existence of any fact(s) or circumstance(s) that, individually or in the aggregate, could result in such Loan Party to not be in good standing or existence in the jurisdiction of organization of such Loan Party as of the Effective Date, the certificate of good standing or existence for such Loan Party case may be delivered by the Borrower to the Administrative Agent as soon as practicable and, in any event, within five (5) Business Days after the Effective Datebe).