Common use of Organizational Documents; Incumbency Clause in Contracts

Organizational Documents; Incumbency. Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each 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) signature and incumbency certificates of the officers or directors of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and, to the extent required in any jurisdiction, resolutions of the meeting of shareholders of a Credit Party, in each case authorizing the execution, delivery and performance of this Agreement and the other 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 a director, its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of each 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.

Organizational Documents; Incumbency. The Administrative Agent shall have received received, in respect of each Credit Party, (i1) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicablethe Administrative Agent shall request, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Initial Funding Date or a recent date prior theretothereto by the appropriate Governmental Authority; (ii2) signature and incumbency certificates of the officers or directors of such Person executing the Credit Documents to which it is a partyParty; (iii3) resolutions of the Board of Directors Managers or similar governing body of each such Credit Party approving and, to the extent required in any jurisdiction, resolutions of the meeting of shareholders of a Credit Party, in each case and authorizing the execution, delivery and performance of this Agreement and the other Credit Transaction 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 Initial Funding Date, certified as of the Closing Initial Funding Date by a director, its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv4) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of each such 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 the Initial Funding Date or a recent date prior thereto; (5) signature and incumbency certificates of one or more officers of the Borrower who are authorized to execute Funding Notices delivered under this Agreement and (6) such other documents as the Closing DateAdministrative Agent may reasonably request.

Organizational Documents; Incumbency. Administrative Agent and the Lenders shall have received (i) sufficient copies received, in respect of each Organizational Document executed and delivered by each Credit Party, as applicable, (i) the Organizational Documents of such Credit Party 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 theretothereto by the appropriate Governmental Authority; (ii) signature and incumbency certificates of the officers or directors of such Person executing the Credit Documents to which it is a partyParty; (iii) resolutions of the Board of Directors or similar governing body of each such Credit Party approving and, to the extent required in any jurisdiction, resolutions of the meeting of shareholders of a Credit Party, in each case and authorizing the execution, delivery and performance of this Agreement and the other 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 a director, its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of each such 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 the Closing Date or a recent date prior thereto; (v) signature and incumbency certificates of one or more officers of Borrower who are authorized to execute Funding Notices delivered under this Agreement and (vi) such other documents as Administrative Agent and the Closing DateLenders may reasonably request.

Organizational Documents; Incumbency. The Administrative Agent shall have received received, in respect of each Credit Party, (i1) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicablethe Administrative Agent shall request, and, to the extent applicable, certified certif ied as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior theretothereto by the appropriate Governmental Authority; (ii2) signature and incumbency certificates certif icates of the officers or directors of f icers of such Person executing the Credit Documents to which it is a partyParty; (iii3) resolutions of the Board of Directors or similar governing body of each such Credit Party approving and, to the extent required in any jurisdiction, resolutions of the meeting of shareholders of a Credit Party, in each case and authorizing the execution, delivery and performance of this Agreement and the other Credit Transaction 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 a director, its secretary or an assistant secretary as being in full force and effect ef fect without modification modif ication or amendment; and (iv4) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) certif icate from the applicable Governmental Authority of each such 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 the Closing Date or a recent date prior thereto; (5) signature and incumbency certificates of one or more officers of the Borrower who are authorized to execute Funding Notices delivered under this Agreement and (6) such other documents as the Closing Date.Administrative Agent may reasonably request. (c)

Organizational Documents; Incumbency. Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each 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) signature and incumbency certificates of the officers or directors of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and, to the extent required in any jurisdiction, resolutions of the meeting of shareholders of a Credit Party, in each case and authorizing the execution, delivery and performance of this Agreement and the other 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 a director, its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of each Credit Party’s 's jurisdiction of incorporation, organization or formation and in each jurisdiction listed on Schedule 4.1 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 (v) such other documents as Administrative Agent may reasonably request.

Organizational Documents; Incumbency. Administrative Agent and Arrangers shall have received received, in respect of each Credit Party, (i) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicableAdministrative Agent shall request, 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 theretothereto by the appropriate Governmental Authority; (ii) signature and incumbency certificates of the officers or directors of such Person executing the Credit Documents to which it is a partyParty; (iii) resolutions of the Board of Directors or similar governing body of each such Credit Party approving and, to the extent required in any jurisdiction, resolutions of the meeting of shareholders of a Credit Party, in each case and authorizing the execution, delivery and performance of this Agreement and the other 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 a director, its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of each such 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 the Closing Date or a recent date prior thereto; and (v) signature and incumbency certificates of one or more officers of Borrower who are authorized to execute Funding Notices delivered under this Agreement, in substantially the Closing Dateform of Exhibit P (with such amendments or modifications as may be approved by Administrative Agent).

Organizational Documents; Incumbency. The Lenders, Administrative Agent and Arranger shall have received (i) sufficient copies received, in respect of each Organizational Document executed and delivered by each Credit Party, as applicable, (i) the Organizational Documents of such Credit Party 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 theretothereto by the appropriate Governmental Authority; (ii) signature and incumbency certificates of the officers or directors of such Person executing the Credit Documents to which it is a partyParty; (iii) resolutions of the Board of Directors or similar governing body of each such Credit Party approving and, to the extent required in any jurisdiction, resolutions of the meeting of shareholders of a Credit Party, in each case and authorizing the execution, delivery and performance of this Agreement and the other 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 a director, its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of each such 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 the Closing Date or a recent date prior thereto; (v) signature and incumbency certificates of one or more officers of Borrower who are authorized to execute Funding Notices delivered under this Agreement and (vi) such other documents as the Closing DateLenders, Administrative Agent or Arranger may reasonably request.

Organizational Documents; Incumbency. The Administrative Agent shall have received received, in respect of each Credit Party, (i1) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicablethe Administrative Agent shall request, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Initial Credit Date or a recent date prior theretothereto by the appropriate Governmental Authority; (ii2) signature and incumbency certificates of the officers or directors of such Person executing the Credit Documents to which it is a partyParty; (iii3) resolutions of the Board of Directors or similar governing body of each such Credit Party approving and, to the extent required in any jurisdiction, resolutions of the meeting of shareholders of a Credit Party, in each case and authorizing the execution, delivery and performance of this Agreement and the other Credit Transaction 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 Initial Credit Date, certified as of the Closing Initial Credit Date by a director, its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv4) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of each such 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 the Initial Credit Date or a recent date prior thereto; (5) signature and incumbency certificates of one or more officers of the Borrower who are authorized to execute Funding Notices delivered under this Agreement and (6) such other documents as the Closing DateAdministrative Agent may reasonably request.

Organizational Documents; Incumbency. Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by of each 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) signature and incumbency certificates of the officers or directors of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving andand documents evidencing all other required corporate action, if any, including, without limitation, in respect of NRF, copies of the Works Council advice application and the Works Council advice, in form and substance satisfactory to the extent required in any jurisdiction, resolutions of the meeting of shareholders of a Credit PartyAgents, in each case case, approving and authorizing the execution, delivery and performance of this Agreement and the other 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 a director, its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of each 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 businessbusiness in which its failure to be duly qualified would have a Material Adverse Effect, each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request.

Organizational Documents; Incumbency. Administrative Agent and Arrangers shall have received received, in respect of each Loan Party, (i) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicableAdministrative Agent shall request, 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 theretothereto by the appropriate Governmental Authority; (ii) signature and incumbency certificates of the officers or directors of such Person executing the Credit Documents to which it is a partyLoan Party; (iii) resolutions of the Board of Directors or similar governing body of each Credit such Loan Party approving and, to the extent required in any jurisdiction, resolutions of the meeting of shareholders of a Credit Party, in each case and authorizing the execution, delivery and performance of this Agreement and the other Credit Loan Documents and the Related Agreements 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 a director, its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of each Credit 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 the Closing Date or a recent date prior thereto; and (v) signature and incumbency certificates of one or more officers of Borrower who are authorized to execute Committed Loan Notices delivered under this Agreement, in substantially the Closing Dateform of Exhibit P (with such amendments or modifications as may be approved by Administrative Agent).

Organizational Documents; Incumbency. The Administrative Agent shall have received received, in respect of each Credit Party, (i1) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicablethe Administrative Agent shall request, 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 theretothereto by the appropriate Governmental Authority; (ii2) signature and incumbency certificates of the officers or directors of such Person executing the Credit Documents to which it is a partyParty; (iii3) resolutions of the Board of Directors or similar governing body of each such Credit Party approving and, to the extent required in any jurisdiction, resolutions of the meeting of shareholders of a Credit Party, in each case and authorizing the execution, delivery and performance of this Agreement and the other Credit Transaction 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 a director, its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv4) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of each such 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 the Closing Date or a recent date prior thereto; (5) signature and incumbency certificates of one or more officers of the Borrower who are authorized to execute Funding Notices delivered under this Agreement and (6) such other documents as the Closing DateAdministrative Agent may reasonably request.

Organizational Documents; Incumbency. The Administrative Agent shall have received received, in respect of each Credit Party, (i1) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicablethe Administrative Agent shall request, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Initial Funding Date or a recent date prior theretothereto by the appropriate Governmental Authority; (ii2) signature and incumbency certificates of the officers or directors of such Person executing the Credit Documents to which it is a partyParty; (iii3) resolutions of the Board of Directors Managers or similar governing body of each such Credit Party approving and, to the extent required in any jurisdiction, resolutions of the meeting of shareholders of a Credit Party, in each case and authorizing the execution, delivery and performance of this Agreement and the other Credit Transaction 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 Initial Funding Date, certified as of the Closing Initial Funding Date by a director, its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv4) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of each such Credit 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 the Initial Funding Date or a recent date prior thereto; (5) signature and incumbency certificates of one or more officers of the Borrower who are authorized to execute Funding Notices delivered under this Agreement and (6) such other documents as the Closing DateAdministrative Agent may reasonably request.

Organizational Documents; Incumbency. The Administrative Agent shall have received received, in respect of each Credit Party, (i1) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicablethe Administrative Agent shall request, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Effective Date or a recent date prior theretothereto by the appropriate Governmental Authority; (ii2) signature and incumbency certificates of the officers or directors of such Person executing the Credit Documents to which it is a partyParty; (iii3) resolutions of the Board of Directors Managers or similar governing body of each such Credit Party approving and, to the extent required in any jurisdiction, resolutions of the meeting of shareholders of a Credit Party, in each case and authorizing the execution, delivery and performance of this Agreement and the other Credit Transaction 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 Effective Date, certified as of the Closing Effective Date by a director, its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv4) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of each such 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 the Effective Date or a recent date prior thereto; (5) signature and incumbency certificates of one or more officers of the Borrower who are authorized to execute Funding Notices delivered under this Agreement and (6) such other documents as the Closing DateAdministrative Agent may reasonably request.

Organizational Documents; Incumbency. Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each 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) signature and incumbency certificates of the officers or directors of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and, to the extent required in any jurisdiction, resolutions of the meeting of shareholders of a Credit Party, in each case and authorizing the execution, delivery and FIRST LIEN CREDIT AND GUARANTY AGREEMENT 824323-New York Server 7A EXECUTION performance of this Agreement and the other 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 a director, its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of each Credit 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 Date; and (v) such other documents as Administrative Agent may reasonably request.

Organizational Documents; Incumbency. Administrative Agent shall have received (i) sufficient copies of each Organizational Document originally executed and delivered by each 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 Effective Date or a recent date prior thereto; provided that in lieu of delivering each Organizational Document, the Company may deliver a certificate of an Authorized Officer certifying that there have been no material amendments to those Organizational Documents previously delivered to the Administrative Agent in connection with the Existing Credit Agreement; (ii) signature and incumbency certificates of the officers or directors of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and, to the extent required in any jurisdiction, resolutions of the meeting of shareholders of a Credit Party, in each case and authorizing the execution, delivery and performance of this Agreement and the other 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 Effective Date, certified as of the Closing Effective Date by a director, its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of each Credit Party’s of (i) Company, (ii) AR Holdings, and (iii) Holdings 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 (v) such other documents as Administrative Agent may reasonably request.