Common use of Organizational Documents; Incumbency Clause in Contracts

Organizational Documents; Incumbency. The Administrative Agent shall have received (i) copies of each Organizational Document executed and delivered by each Loan Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii) corporate certificates incorporating, without limitation, signature and incumbency certificates of the officers and/or directors of such Person executing the Loan Documents to which it is a party; (iii) resolutions (or similar documents) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified (to the extent required under applicable law or customary in accordance with local law or practice) as of the Closing Date by its secretary, its assistant secretary, director or any other duly authorized officer as being in full force and effect without modification or amendment; (iv) to the extent required under applicable law or customary in accordance with local law or practice, the Loan Party’s Organizational Documents or internal regulations, a copy of resolutions signed by all holders of the issued share capital of each Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or other duly authorized officer as being in full force and effect without modification or amendment; (v) to the extent required under applicable law or customary in accordance with local law or practice, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (vi) such other similar certificates and documents as the Administrative Agent may reasonably request.

Organizational Documents; Incumbency. The Administrative Agent shall have received in relation to each U.S. Loan Party, the Foreign Borrower, Xxxxx Xxxxxxxx Group B.V. (ibut solely with respect to clause (1) and (4) below), Trumpet C.V., Prince 1 B.V. and Prince 2 B.V. (1) copies of each Organizational Document executed and delivered by each Loan Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii2) corporate or entity certificates incorporating, without limitation, signature and incumbency certificates of the officers officers, managers, members and/or directors of such Person executing the Loan Documents to which it is a party; (iii3) to the extent applicable, resolutions of the Board of Directors (or similar documentswhich, in the case of each Dutch Loan Party other than Trumpet C.V., shall be its board of managing directors) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified (to the extent required under applicable law or customary in accordance with local law or practice) as of the Closing Date by its secretary, its assistant secretary, director or any other duly authorized competent officer or appropriate person as being in full force and effect without modification or amendment; (iv4) to the extent required under applicable law law, the relevant entity’s Organizational Documents or internal regulations or, customary in accordance with local law or practice, the Loan Party’s Organizational Documents or internal regulations, a copy of resolutions signed by all holders from the general meeting of the issued share capital of each Loan Party shareholders or its partners approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or other duly authorized officer as being in full force and effect without modification or amendment; amendment and (v5) to the extent required under applicable law or customary in accordance with local law or practice, a good standing certificate from the applicable Governmental Authority of each Loan Party’s its jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do businessformation, each dated a recent date prior to the Closing Date; and (vi) such other similar certificates and documents as the Administrative Agent may reasonably request.

Organizational Documents; Incumbency. The Administrative Agent shall have received (i) copies of each Organizational Document executed and delivered by each Loan PartyCompany, Holdings and Enova, as applicable, and, to the extent applicable, (x) certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior theretothereto by the appropriate governmental official and (y) certified by its secretary or an assistant secretary as of the Closing Date, in each case as being in full force and effect without modification or amendment; (ii) corporate certificates incorporating, without limitation, signature and incumbency certificates of the officers and/or directors of such Person executing the Loan Credit Documents to which it is a party; (iii) resolutions (of the Board of Directors or similar documents) governing body of each such Person approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified (to the extent required under applicable law or customary in accordance with local law or practice) as of the Closing Date by its secretary, its assistant secretary, director or any other duly authorized officer as being in full force and effect without modification or amendment; (iv) to the extent required under applicable law or customary in accordance with local law or practice, the Loan Party’s Organizational Documents or internal regulations, a copy of resolutions signed by all holders of the issued share capital of each Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or other duly authorized officer as being in full force and effect without modification or amendment; (viv) to the extent required under applicable law or customary in accordance with local law or practice, a good standing certificate from the applicable Governmental Authority of each Loan Partysuch Person’s jurisdiction of incorporation, organization or formation and and, with respect to Company, in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; (v) a certificate executed by an Authorized Officer certifying that the representations and warranties of such Person set forth in the Credit Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) (except, in each case, for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as of the Closing Date or such earlier date, as applicable); (vi) a certificate executed by an Authorized Officer certifying (x) in the case of the Company, that no Default, Early Amortization Event or Event of Default has occurred and is continuing and (y) in the case of Holdings, that no default (including in the case of the Servicer, a Servicer Default), event of default or termination event, as applicable, has occurred and is continuing under any Credit Document to which such other similar certificates and documents as the Administrative Agent may reasonably requestPerson is a party.

Organizational Documents; Incumbency. The Administrative Agent shall have received in relation to each Loan Party (i1) copies of each Organizational Document executed and delivered by each Loan Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii2) corporate or entity certificates incorporating, without limitation, signature and incumbency certificates of the officers officers, managers, members and/or directors of such Person executing the Loan Documents to which it is a party; (iii3) to the extent applicable, resolutions of the Board of Directors (or similar documentswhich, in the case of each Dutch Loan Party other than Trumpet C.V., shall be its board of managing directors) approving and authorizing the execution, delivery and performance of this Agreement and the each other Loan Documents Document to be executed on the Restatement Date to which it is a party or by which it or its assets may be bound as of the Closing Restatement Date, certified (to the extent required under applicable law or customary in accordance with local law or practice) as of the Closing Restatement Date by its secretary, its assistant secretary, director or any other duly authorized competent officer or appropriate person as being in full force and effect without modification or amendment; (iv4) to the extent required under applicable law law, the relevant entity’s Organizational Documents or internal regulations or, customary in accordance with local law or practice, the Loan Party’s Organizational Documents or internal regulations, a copy of resolutions signed by all holders from the general meeting of the issued share capital of each Loan Party shareholders or its partners approving and authorizing the execution, delivery and performance of this Agreement and the each other Loan Documents Document to be executed on the Restatement Date to which it is a party or by which it or its assets may be bound as of the Closing Restatement Date, certified as of the Closing Restatement Date by its secretary or an assistant secretary or other duly authorized officer as being in full force and effect without modification or amendment; amendment and (v5) to the extent required under applicable law or customary in accordance with local law or practice, a good standing certificate from the applicable Governmental Authority of each Loan Party’s its jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do businessformation, each dated a recent date prior to the Closing Restatement Date; and provided that, in lieu of delivering the Organizational Documents required by clause (vi1) such other similar and/or the corporate or entity certificates and documents as required by clause (2), the Borrower Representative may deliver a certificate of an Authorized Officer certifying that there have been no amendments to those Organizational Documents and/or corporate or entity certificates previously delivered to the Administrative Agent may reasonably requestin connection with the Original Credit Agreement.

Organizational Documents; Incumbency. The Administrative Agent shall have received in relation to each Loan Party (i1) copies of each Organizational Document executed and delivered by each Loan Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii2) corporate or entity certificates incorporating, without limitation, signature and incumbency certificates of the officers officers, managers, members and/or directors of such Person executing the Loan Documents to which it is a party; (iii3) to the extent applicable, resolutions of the Board of Directors (or similar documentswhich, in the case of each European Loan Party, shall be its board of managing directors) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified (to the extent required under applicable law or customary in accordance with local law or practice) as of the Closing Date by its secretary, its assistant secretary, director or any other duly authorized competent officer or appropriate person as being in full force and effect without modification or amendment; (iv4) to the extent required under applicable law law, the relevant entity’s Organizational Documents or internal regulations or, customary in accordance with local law or practice, the Loan Party’s Organizational Documents or internal regulations, a copy of resolutions signed by all holders from the general meeting of the issued share capital of each Loan Party shareholders or its partners approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or other duly authorized officer as being in full force and effect without modification or amendment; and (v5) to the extent required under applicable law or customary in accordance with local law or practice, a good standing certificate from the applicable Governmental Authority of each Loan Party’s its jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do businessformation, each dated a recent date prior to the Closing Date; and (vi) such other similar certificates and documents as the Administrative Agent may reasonably request.

Organizational Documents; Incumbency. The Administrative Agent shall have received received, in form and substance satisfactory to the Administrative Agent: (i) copies a copy of each Organizational Document executed and delivered by of each Loan Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii) corporate certificates incorporating, without limitation, signature and incumbency certificates of the officers and/or directors of such Person Credit Party executing the Loan Credit Documents to which it is a party; (iii) resolutions (of the board of directors or similar documents) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified (to the extent required under applicable law or customary in accordance with local law or practice) as of the Closing Date by its secretary, its assistant secretary, director or any other duly authorized officer as being in full force and effect without modification or amendment; (iv) to the extent required under applicable law or customary in accordance with local law or practice, the Loan Party’s Organizational Documents or internal regulations, a copy of resolutions signed by all holders of the issued share capital governing body of each Loan Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or other duly authorized officer as being in full force and effect without modification or amendment; (iv) resolution of the shareholder(s) of the Australian Obligor and Guarantors incorporated in the United Kingdom approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment and (v) to the extent required under applicable law or customary in accordance with local law or practiceapplicable, a good standing certificate from the applicable Governmental Authority of each Loan Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do businessformation, each dated a recent date prior to the Closing Date; and (vi) such other similar certificates and documents as . For Credit Parties organized, incorporated or formed outside of the Administrative Agent may reasonably requestUnited States, delivery of a Formalities Certificate shall suffice to satisfy this Section 3.1(b).

Organizational Documents; Incumbency. The Administrative Agent shall have received (i) sufficient copies of each Organizational Document (defined below) originally executed and delivered by each Loan PartyCredit Support Party (as defined below) executing an Effective Date Mortgage (as defined below), as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Effective Date or a recent date prior thereto; (ii) corporate certificates incorporating, without limitation, signature and incumbency certificates of the officers and/or directors of such Person executing the Loan Documents Effective Date Mortgage or other applicable document to which it is a party; (iii) resolutions (of the Board of Directors or similar documents) governing body of each Credit Support Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Credit Support Documents (as defined below) to which it is a party or by which it or its assets may be bound as of the Closing Effective Date, certified (to the extent required under applicable law or customary in accordance with local law or practice) as of the Closing Effective Date by its secretary, its secretary or an assistant secretary, director or any other duly authorized officer secretary as being in full force and effect without modification or amendment; (iv) to the extent required under applicable law or customary in accordance with local law or practice, the Loan Party’s Organizational Documents or internal regulations, a copy of resolutions signed by all holders of the issued share capital of each Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or other duly authorized officer as being in full force and effect without modification or amendment; (v) to the extent required under applicable law or customary in accordance with local law or practice, a good standing certificate from the applicable Governmental Authority of each Loan Credit Support Party’s 's jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Effective Date; and (viv) such other similar certificates and documents as the Administrative Agent may reasonably request.. As used herein, the term "Organizational Documents" means (i) with respect to any corporation, its certificate or articles of incorporation, as amended, and its by-laws, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, and (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended; PROVIDED, HOWEVER, that such organizational and other documents listed above may be provided to the Administrative Agent by no later than ten (10) Business Days after the Effective Date. In the event any term or condition of this Agreement or any other Credit Support Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to

Organizational Documents; Incumbency. The With respect to any Loan Party, the Administrative Agent shall have received (i) copies of each Organizational Document executed and delivered by each such Loan Party, as applicable, Party and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii) corporate certificates incorporating, without limitation, signature and incumbency certificates of the officers and/or directors of such Person executing the Loan Documents to which it is a party; (iii) resolutions (or similar documents) approving and authorizing the execution, delivery and performance of the Acquisition Agreement, this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified (to the extent required under applicable law or customary in accordance with local law or practice) as of the Closing Date by its secretary, its assistant secretary, director or any other duly authorized competent officer as being in full force and effect without modification or amendment; (iv) to the extent required under applicable law or customary in accordance with local law or practice, the Loan Party’s Organizational Documents or internal regulations, a copy of resolutions signed by all holders of the issued share capital of each Loan Party approving and authorizing the execution, delivery and performance of the Acquisition Agreement, this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or other duly authorized officer as being in full force and effect without modification or amendment; (v) to the extent required under applicable law or customary in accordance with local law or practice, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (vi) such other similar certificates and documents as the Administrative Agent may reasonably request.

Organizational Documents; Incumbency. The Administrative Agent shall have received (i) in respect of each Credit Party, (A) sufficient copies of each Organizational Document executed and delivered by each Loan Party, as applicableAdministrative Agent shall request, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior theretothereto by the appropriate Governmental Authority; (iiB) corporate certificates incorporating, without limitation, signature and incumbency certificates of the officers and/or directors officers, authorized representatives or directors, as applicable, of such Person Credit Party that are executing the Loan Credit Documents to which it is a partyand the Funding Notice, in substantially the form of Exhibit M; (iiiC) resolutions (or similar documents) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Datemember, certified (to the extent required under board of managers, board of directors, or other applicable law or customary in accordance with local law or practice) as governing body of the Closing Date by its secretary, its assistant secretary, director or any other duly authorized officer as being in full force and effect without modification or amendment; (iv) to the extent required under applicable law or customary in accordance with local law or practice, the Loan Party’s Organizational Documents or internal regulations, a copy of resolutions signed by all holders of the issued share capital of each Loan such Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or, in the case of any Foreign Subsidiary, any duly appointed authorized signatory or other duly authorized officer any director or managing member as being in full force and effect without modification or amendment; and (vD) such documents and certifications as Administrative Agent may reasonably require to the extent required under applicable law or customary evidence (1) that such Credit Party is in accordance with local law or practice, a good standing certificate from the applicable Governmental Authority of each Loan in such Credit Party’s jurisdiction of incorporation, organization or formation and in (2) each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated the Closing Date or a recent date prior to the Closing Datethereto; and (viii) such in respect of Parent, resolutions of the board of directors approving and authorizing the execution, delivery and performance of this Agreement and the other similar certificates Credit Documents by each Credit Party, certified as of the Closing Date by its secretary or assistant secretary as being in full force and documents as the Administrative Agent may reasonably requesteffect without modification or amendment.

Organizational Documents; Incumbency. The Administrative Agent shall have received in relation to each Loan Party (i1) copies of each Organizational Document executed and delivered by each Loan Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii2) corporate or entity certificates incorporating, without limitation, signature and incumbency certificates of the officers officers, managers, members and/or directors of such Person executing the Loan Documents to which it is a party; (iii3) to the extent applicable, resolutions of the Board of Directors (or similar documentswhich, in the case of each European Loan Party, shall be its board of managing directors) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified (to the extent required under applicable law or customary in accordance with local law or practice) as of the Closing Date by its secretary, its assistant secretary, director or any other duly authorized competent officer or appropriate person as being in full force and effect without modification or amendment; (iv4) to the extent required under applicable law law, the relevant entity’s Organizational Documents or internal regulations or, customary in accordance with local law or practice, the Loan Party’s Organizational Documents or internal regulations, a copy of resolutions signed by all holders from the general meeting of the issued share capital of each Loan Party shareholders or its partners approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or other duly authorized officer as being in full force and effect without modification or amendment; and (v5) to the extent required under applicable law or customary in accordance with local law or practice, a good standing certificate from the applicable Governmental Authority of each Loan Party’s its jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do businessformation, each dated a recent date prior to the Closing Date; and (vi) such other similar certificates and documents as the Administrative Agent may reasonably request.. NY\5627635.16

Organizational Documents; Incumbency. The Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each Loan Credit Party, HMO Subsidiary and the Illinois Subsidiary, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto; (ii) corporate certificates incorporating, without limitation, signature and incumbency certificates of the officers and/or directors of such Person executing the Loan Credit Documents to which it is a party; (iii) resolutions (of the Board of Directors or similar documents) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified (to the extent required under applicable law or customary in accordance with local law or practice) as of the Closing Date by its secretary, its assistant secretary, director or any other duly authorized officer as being in full force and effect without modification or amendment; (iv) to the extent required under applicable law or customary in accordance with local law or practice, the Loan Party’s Organizational Documents or internal regulations, a copy of resolutions signed by all holders of the issued share capital governing body of each Loan Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Credit Documents and the Convertible Senior Notes Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or other duly authorized officer as being in full force and effect without modification or amendment; (viv) to the extent required under applicable law or customary in accordance with local law or practice, a good standing certificate from the applicable Governmental Authority of each Loan Credit Party’s, HMO Subsidiary’s and Illinois Subsidiary’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do businessbusiness (except, with respect to foreign qualifications only, from those jurisdictions where the failure to be in good standing would not reasonably be expected to have a Material Adverse Effect), each dated a recent date prior to the Closing Date; and (viv) such other similar certificates and documents as the Administrative Agent may reasonably request.

Organizational Documents; Incumbency. The Administrative Agent shall have received (i) copies of each Organizational Document executed and delivered by each Loan Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii) corporate certificates incorporating, without limitation, signature and incumbency certificates of the officers and/or directors of such Person executing the Loan Documents to which it is a party; (iii) resolutions (or similar documentsauthorization) of the Board of Directors or similar governing body of each Loan Party approving and authorizing the execution, delivery and performance of the Merger Agreement, this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified (to the extent required under applicable law or customary in accordance with local law or practice) as of the Closing Date by its secretary, its assistant secretary, director or any other duly authorized competent officer as being in full force and effect without modification or amendment; (iv) to the extent required under applicable law law, the Loan Party’s Organizational Documents, internal regulations or customary in accordance with local law or practice, the Loan Party’s Organizational Documents or internal regulations, a copy of resolutions signed by all holders of the issued share capital of each Loan Party approving and authorizing the execution, delivery and performance of the Merger Agreement, this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or other duly authorized officer as being in full force and effect without modification or amendment; (v) to the extent required under applicable law or customary in accordance with local law or practice, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (vi) such other similar certificates and documents as the Administrative Agent may reasonably request. In the case of the Foreign Borrower, to the extent required under applicable law, the documents set forth in clauses (ii) through (iv) above shall be incorporated into a Spanish Public Document.

Organizational Documents; Incumbency. The (i) with respect to any Note Party (other than a UK Guarantor), Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each Loan Note Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental officialofficial or, each dated in the Closing Date or case of a recent date prior theretoNote Party incorporated in the British Virgin Islands, the registered agent of such Note Party; (ii) corporate certificates incorporating, without limitation, signature and incumbency certificates of the officers and/or directors of such Person executing the Loan Note Documents to which it is a party; (iii) resolutions (of the Board of Directors or similar documents) governing body of each Note Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Note Documents and the Transaction Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified (to the extent required under applicable law or customary in accordance with local law or practice) as of the Closing Date by its secretary, its assistant secretary, director or any other duly authorized officer as being in full force and effect without modification or amendment; (iv) to the extent required under applicable law or customary in accordance with local law or practice, the Loan Party’s Organizational Documents or internal regulations, a copy of resolutions signed by all holders of the issued share capital of each Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or other duly authorized officer as being in full force and effect without modification or amendment; (v) to the extent required under applicable law or customary in accordance with local law or practice, a good standing certificate (or equivalent) from the applicable Governmental Authority of each Loan Note Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, business each dated a recent date prior to the Closing Date; and (viv) such other similar certificates and documents as the Administrative Agent may reasonably request. (ii) with respect to each UK Guarantor, an officer’s certificate dated as of the Closing Date executed by a director in usual and customary format in the context of loan transactions in the U.K. as agreed between counsel to the Administrative Agent and counsel to the Issuer (1) delivering, certifying and attaching: (A) its constitutional documents, including its articles of association, memorandum of association (if applicable), certificate of incorporation and change of name (if any), and any amendments thereto; (B) resolutions of its Board of Directors then in full force and effect (i) approving the terms of, and the transactions contemplated by, the Note Documents (including the Collateral Documents) to which it is a party and resolving that it execute the Note Documents (including the Collateral Documents) to which it is a party, (ii) authorizing a specified person or persons on its behalf to execute each Note Document and Collateral Document to which it is a party, (iii) authorizing a specified person or persons on its behalf to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Note Documents and the Collateral Documents to which it is a party; (C) resolutions signed by all holders of the issued shares in the UK Guarantor, (D) a specimen of the signature of each person authorized by the resolutions referred to in (B) above to sign the Note Documents (including the Collateral Documents) and related documents on behalf of the UK Guarantor, (2) confirming that subject to any guarantee or security limitations as set out in the Note Documents (including the Collateral Documents), guaranteeing or securing, as appropriate, up to any applicable limits set forth in the Note Documents (including the Collateral Documents) to which it is a party, will not cause any guaranteeing, securing or similar limit binding on it to be exceeded, (3) certifying that each copy document relating to it and delivered in connection with the Note Documents is correct, complete and (to the extent executed) in full force and effect and has not been amended or superseded as at a date no earlier than the Closing Date; and (4) (in respect of each company whose shares are the subject of any Lien granted pursuant to a UK Security Document, each referred to as a “Charged Company”) certifying that: (A) (i) each member of the group has complied within the relevant timeframe with any notice it has received pursuant to Part 21A of the Companies Act 2006 from that Charged Company; and (ii) no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the UK Companies Act 2006) has been issued in respect of those shares, together with a copy of the “PSC register” (within the meaning of section 790C(10) of the UK Companies Act 2006) (each, a “PSC Notice”) of that Charged Company, which is certified by an authorized officer of the relevant UK Guarantor to be correct, complete and not amended or superseded as at a date no earlier than the Closing Date; or (B) that such Charged Company is not required to comply with Part 21A of the Companies Act 2006.

Organizational Documents; Incumbency. The Lead Arrangers and Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each Loan Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Bank, each dated the Closing Date or a recent date prior thereto; (ii) corporate certificates incorporating, without limitation, signature and incumbency certificates of the officers and/or directors of such Person executing the Loan Credit Documents to which it is a party; (iii) resolutions (of the Board of Directors or similar documents) approving and authorizing the executiongoverning body and/or Stockholder(s), delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Dateappropriate, certified (to the extent required under applicable law or customary in accordance with local law or practice) as of the Closing Date by its secretary, its assistant secretary, director or any other duly authorized officer as being in full force and effect without modification or amendment; (iv) to the extent required under applicable law or customary in accordance with local law or practice, the Loan Party’s Organizational Documents or internal regulations, a copy of resolutions signed by all holders of the issued share capital of each Loan Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Credit Documents and the Related Agreements to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or other duly authorized officer any of its Authorized Officers as being in full force and effect without modification or amendment; (viv) to the extent required under applicable law or customary in accordance with local law or practice, a good standing certificate certificate, or certified register excerpt, from the applicable Governmental Authority of each Loan Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, or functionally similar documents, if any, as are customary and timely available in the applicable foreign jurisdiction, each dated a recent date prior to the Closing Date; and (viv) such other similar certificates and documents as the Lead Arrangers and Administrative Agent may reasonably request. For Credit Parties organized, incorporated or formed in the U.K., or , delivery of a Formalities Certificate shall suffice to satisfy this Section 3.1(b).

Organizational Documents; Incumbency. The Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by the Borrower and each Loan PartyRequired Closing Date Guarantor, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto; (ii) corporate certificates incorporating, without limitation, signature and incumbency certificates of the officers and/or directors of such Person executing the Loan Credit Documents to which it is a party; (iii) resolutions (of the Board of Directors or similar documents) governing body of the Borrower and each Required Closing Date Guarantor approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified (to the extent required under applicable law or customary in accordance with local law or practice) as of the Closing Date by its secretary, its assistant secretary, director or any other duly authorized officer as being in full force and effect without modification or amendment; (iv) to the extent required under applicable law or customary in accordance with local law or practice, the Loan Party’s Organizational Documents or internal regulations, a copy of resolutions signed by all holders of the issued share capital of each Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or other duly authorized officer as being in full force and effect without modification or amendment; (viv) to the extent required under applicable law or customary in accordance with local law or practice, a good standing certificate (or comparable document, to the extent applicable in the relevant jurisdiction) from the applicable Governmental Authority of the Borrower and each Loan PartyRequired Closing Date Guarantor’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (viv) such other similar certificates and documents as the Administrative Agent may reasonably request.

Organizational Documents; Incumbency. The Lead Arrangers and Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each Loan Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Bank, each dated the Closing Date or a recent date prior thereto; (ii) corporate certificates incorporating, without limitation, signature and incumbency certificates of the officers and/or directors of such Person executing the Loan Credit Documents to which it is a party; (iii) resolutions (of the Board of Directors or similar documents) approving and authorizing the executiongoverning body and/or Stockholder(s), delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Dateappropriate, certified (to the extent required under applicable law or customary in accordance with local law or practice) as of the Closing Date by its secretary, its assistant secretary, director or any other duly authorized officer as being in full force and effect without modification or amendment; (iv) to the extent required under applicable law or customary in accordance with local law or practice, the Loan Party’s Organizational Documents or internal regulations, a copy of resolutions signed by all holders of the issued share capital of each Loan Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Credit Documents and the Related Agreements to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or other duly authorized officer any of its Authorized Officers as being in full force and effect without modification or amendment; (viv) to the extent required under applicable law or customary in accordance with local law or practice, a good standing certificate certificate, or certified register excerpt, from the applicable Governmental Authority of each Loan Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, or functionally similar documents, if any, as are customary and timely available in the applicable foreign jurisdiction, each dated a recent date prior to the Closing Date; and (viv) such other similar certificates and documents as the Lead Arrangers and Administrative Agent may reasonably request. For Credit Parties organized, incorporated or formed outside of the United States delivery of a Formalities Certificate shall suffice to satisfy this Section 3.1(b).

Organizational Documents; Incumbency. The Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by of each Loan Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto; (ii) corporate certificates incorporating, without limitation, signature and incumbency certificates of the officers and/or directors of such Person executing the Loan Credit Documents to which it is a party; (iii) resolutions (of the Board of Directors or similar documents) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified (to the extent required under applicable law or customary in accordance with local law or practice) as of the Closing Date by its secretary, its assistant secretary, director or any other duly authorized officer as being in full force and effect without modification or amendment; (iv) to the extent required under applicable law or customary in accordance with local law or practice, the Loan Party’s Organizational Documents or internal regulations, a copy of resolutions signed by all holders of the issued share capital governing body of each Loan Credit Party approving and authorizing the execution, delivery and performance of this Agreement Agreement, the other Credit Documents and the other Loan Working Capital Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or other duly authorized officer amendment, and with respect to any U.K. Guarantor, a copy of the resolution signed by all the holders of the issued Capital Stock of such U.K. Guarantor approving the terms of, and the transactions contemplated by, the Credit Documents to which such U.K. Guarantor is a party and certified as of the Closing Date by a director or the company secretary of such U.K. Guarantor as being in full force and effect without modification or amendment; (viv) to the extent required under applicable law or customary in accordance with local law or practice, a good standing certificate (or non-U.S. equivalent thereof) from the applicable Governmental Authority of each Loan Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (viv) such other similar certificates and documents as the Administrative Agent may reasonably request.

Organizational Documents; Incumbency. The Administrative Agent shall have received received, in respect of each Loan Party party to the Loan Documents as of the Escrow Account Release Date, including the Acquired Business (but other than the Closing Date Loan Parties), as applicable (i) copies of each Organizational Document executed and delivered by each such Loan Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Escrow Account Release Date or a recent date prior thereto; (ii) corporate certificates incorporating, without limitation, signature and incumbency certificates of the officers and/or directors of such Person Loan Party executing the Loan Documents to which it is a party; (iii) resolutions (or similar documents) approving and authorizing the execution, delivery and performance of the Acquisition Agreement, this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Escrow Account Release Date, certified (to the extent required under applicable law or customary in accordance with local law or practice) as of the Closing Escrow Account Release Date by its secretary, its assistant secretary, director or any other duly authorized competent officer as being in full force and effect without modification or amendment; (iv) to the extent required under applicable law or customary in accordance with local law or practice, the such Loan Party’s Organizational Documents or internal regulations, a copy of resolutions signed by all holders of the issued share capital of each such Loan Party approving and authorizing the execution, delivery and performance of the Acquisition Agreement, this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Escrow Account Release Date, certified as of the Closing Escrow Account Release Date by its secretary or an assistant secretary or other duly authorized officer as being in full force and effect without modification or amendment; (v) to the extent required under applicable law or customary in accordance with local law or practice, a good standing certificate from the applicable Governmental Authority of each such Loan Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Escrow Account Release Date; and (vi) such other similar certificates and documents as the Administrative Agent may reasonably request.

Organizational Documents; Incumbency. The Administrative Agent shall have received (i) copies (x) a certificate from an Authorized Officer of such Credit Party stating that there has been no amendment or other modification to such Organizational Documents since the Closing Date, to the extent such Credit Party was a party to the Original Credit Agreement on the Closing Date, and if such Credit Party was not a party to the Original Credit Agreement on the Closing Date, then since the date of the applicable Counterpart Agreement, as applicable, in each case dated the Amendment and Restatement Effective Date or a recent date prior thereto or (y) a copy of each Organizational Document executed and delivered by each Loan of such Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Amendment and Restatement Effective Date or a recent date prior thereto; (ii) corporate certificates incorporating, without limitation, signature and incumbency certificates of the officers and/or directors of such Person executing the Loan Credit Documents to which it is a party; (iii) resolutions (of the board of directors or similar documents) governing body of Holding, Company and each Guarantor Subsidiary approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Amendment and Restatement Effective Date, certified (to the extent required under applicable law or customary in accordance with local law or practice) as of the Closing Amendment and Restatement Effective Date by its secretary, its secretary or an assistant secretary, director or any other duly authorized officer secretary as being in full force and effect without modification or amendment; and (iv) to the extent required under applicable law or customary in accordance with local law or practice, the Loan Party’s Organizational Documents or internal regulations, a copy of resolutions signed by all holders of the issued share capital of each Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or other duly authorized officer as being in full force and effect without modification or amendment; (v) to the extent required under applicable law or customary in accordance with local law or practice, a long form good standing certificate from the applicable Governmental Authority of each Loan Party’s the jurisdiction of incorporation, organization or formation of Holding, Company and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do businessGuarantor Subsidiary, each dated a recent date prior to the Closing Amendment and Restatement Effective Date; and (vi) such other similar certificates and documents as the Administrative Agent may reasonably request.

Organizational Documents; Incumbency. The With respect to any Loan Party, the Administrative Agent shall have received (i) copies of each Organizational Document executed and delivered by each such Loan Party, as applicable, Party and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii) corporate certificates incorporating, without limitation, signature and incumbency certificates of the officers and/or directors of such Person executing the Loan Documents to which it is a party; (iii) resolutions (or similar documents) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified (to the extent required under applicable law or customary in accordance with local law or practice) as of the Closing Date by its secretary, its assistant secretary, director or any other duly authorized officer as being in full force and effect without modification or amendment; (iv) to the extent required under applicable law or customary in accordance with local law or practice, the Loan Party’s Organizational Documents or internal regulations, a copy of resolutions signed by all holders of the issued share capital of each Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or other duly authorized officer as being in full force and effect without modification or amendment; (v) to the extent required under applicable law or customary in accordance with local law or practice, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (vi) such other similar certificates and documents as the Administrative Agent may reasonably request.

Organizational Documents; Incumbency. The Administrative Agent shall have received (i) copies of each Organizational Document executed and delivered by each Loan Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Original Closing Date or a recent date prior thereto; (ii) corporate certificates incorporating, without limitation, signature and incumbency certificates of the officers and/or directors of such Person executing the Loan Documents to which it is a party; (iii) resolutions (or similar documentsauthorization) of the Board of Directors or similar governing body of each Loan Party approving and authorizing the execution, delivery and performance of the Merger Agreement, this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Original Closing Date, certified (to the extent required under applicable law or customary in accordance with local law or practice) as of the Original Closing Date by its secretary, its assistant secretary, director or any other duly authorized competent officer as being in full force and effect without modification or amendment; (iv) to the extent required under applicable law law, the Loan Party’s Organizational Documents, internal regulations or customary in accordance with local law or practice, the Loan Party’s Organizational Documents or internal regulations, a copy of resolutions signed by all holders of the issued share capital of each Loan Party approving and authorizing the execution, delivery and performance of the Merger Agreement, this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Original Closing Date, certified as of the Original Closing Date by its secretary or an assistant secretary or other duly authorized officer as being in full force and effect without modification or amendment; (v) to the extent required under applicable law or customary in accordance with local law or practice, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Original Closing Date; and (vi) such other similar certificates and documents as the Administrative Agent may reasonably request. In the case of the Foreign Borrower, to the extent required under applicable law, the documents set forth in clauses (ii) through (iv) above shall be incorporated into a Spanish Public Document.