Common use of Organizational and Authorization Documents Clause in Contracts

Organizational and Authorization Documents. The Lender (or its counsel) shall have received from the Broker/Dealer copies of (i) the Articles of Organization and Operating Agreement (or equivalent formation and governing documents) of Broker/Dealer and each Guarantor; (ii) resolutions of each of the Broker/Dealer and each Guarantor approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; (iii) signature and incumbency certificates of the officers of each of the Broker/Dealer and each Guarantor, executing any of the Loan Documents, each of which the Broker/Dealer hereby certifies to be true and complete, and in full force and effect without modification, it being understood that the Lender may conclusively rely on each such document and certificate until formally advised by the Broker/Dealer of any changes therein and (iv) good standing certificates in the state of formation of the Broker/Dealer and each Guarantor and in any other state where each such Person is authorized to do business.