Common use of Resolutions and Incumbency Certificates Clause in Contracts

Resolutions and Incumbency Certificates. (i) certified copies of the resolutions of the Board of Directors (or comparable authority) of each Obligated Party dated as of the Closing Date and approving, as appropriate, the Revolving Credit Loans, this Agreement, the other Financing Documents, and all other documents, if any, in each case being executed and delivered as of the Closing Date, in connection with this Agreement to which such Obligated Party is a party and evidencing corporate (or other organizational) authorization with respect to such documents; and (ii) a certificate of the Secretary or an Assistant Secretary of each Obligated Party dated as of the Closing Date and certifying (A) the name, title and true signature of each officer of such Person authorized to execute this Agreement, Applications and the other Financing Documents to which such Obligated Party is a party, (B) the name, title and true signature of each officer of such Person authorized to provide the certifications required pursuant to this Agreement including, but not limited to, certifications required pursuant to Section 6.10, and Borrowing Requests, and (C) that attached thereto is a true and complete copy of (1) the certificate or articles of incorporation, certificate or articles of organization, certificate of limited partnership, or comparable charter documents, certified by the appropriate Governmental Authority of the jurisdiction of incorporation or organization of such Obligated Party, (2) the bylaws, regulations, partnership agreement, or comparable charter documents of such Obligated Party, each as amended to date, (3) recent good standing certificates and certificates of existence for such Obligated Party, and (4) certificates of foreign qualification for such Obligated Party in such jurisdictions as the Administrative Agent shall require.

Resolutions and Incumbency Certificates. (i1) certified copies of the resolutions of the Board applicable board of Directors directors and operating board of each Credit Party (or comparable authoritythe general partner thereof) of each Obligated Party a party to a Financing Document, dated as of the Closing Date and approving, as appropriate, the Revolving Credit Term Loans, the Term Notes, this Agreement, the Security Instruments and the other Financing DocumentsDocuments to which such Person is a party, and all other documents, if any, in each case being executed and delivered as of the Closing Date, in connection with this Agreement to which such Obligated Party Person is a party and evidencing limited liability company, corporate (or other organizational) partnership authorization with respect to such documents; and; (ii2) a certificate of the Secretary or an Assistant Secretary of each Obligated Credit Party (or the general partner thereof) a party to any Financing Document, dated as of the Closing Date and certifying (A) the name, title and true signature of each officer of such Person authorized to execute the Term Notes, this Agreement, Applications the Security Instruments and the other Financing Documents to which such Obligated Party it is a party, (B) the name, title and true signature of each officer of such Person authorized to provide the certifications required pursuant to this Agreement including, but not limited to, certifications required pursuant to Section 6.10, and Borrowing Requests, and (C) that attached thereto is a true and complete copy of (1i) the certificate or articles of incorporation, certificate or articles of organizationformation, certificate of limited partnership, or comparable charter documentspartnership and/or the articles of organization of each such Person (as applicable), certified by the appropriate Governmental Authority Secretary of State of the jurisdiction applicable state of incorporation or organization of such Obligated Partyformation, and (2ii) the bylaws, regulations, partnership agreement, operating agreement or comparable charter documents regulations of each such Obligated PartyPerson (as applicable), each as amended to date, (3) recent good standing certificates and certificates of existence for each such Obligated Party, Person and (4) certificates of foreign qualification for each such Obligated Party Person in such jurisdictions as the Administrative Agent shall require; and (3) a certificate of limited partnership of HRY, together with the limited partnership agreement of HRY and a certificate of existence for HRY in the applicable state of its formation, issued by the Secretary of State of the applicable state of formation.

Resolutions and Incumbency Certificates. (i1) certified copies of the resolutions of the Board of Directors (or comparable applicable governing authority) of each Obligated Credit Party dated as of the Closing Date and approving, as appropriate, the Revolving Credit Loans, the Notes, this Agreement, Agreement and the other Financing Documents, and all other documents, if any, in each case being executed and delivered as of the Closing Date, in connection with this Agreement to which such Obligated each Credit Party is a party and evidencing corporate (or other organizational) authorization with respect to such documents; and; (ii2) a certificate of the Secretary or an Assistant Secretary of each Obligated Credit Party dated as of the Closing Date and certifying (A) the name, title and true signature of each officer of such Person authorized to execute the Notes, this Agreement, Applications and the other Financing Documents to which such Obligated Party it is a party, (B) the name, title and true signature of each officer of such Person authorized to provide the certifications required pursuant to this Agreement including, but not limited to, certifications required pursuant to Section 6.10, Borrowing Requests, and Borrowing RequestsBase Reports, and (C) that attached thereto is a true and complete copy of (1) the certificate or articles of incorporation, certificate or articles of organization, certificate of formation or certificate of limited partnership, or comparable charter documentsas applicable, certified by the appropriate Governmental Authority of the jurisdiction of incorporation or organization of such Obligated Party, (2) each Credit Party and the bylaws, regulations, limited partnership agreement, operating agreement or comparable charter documents limited liability company agreement, as applicable, of such Obligated each Credit Party, each as amended to date, (3) recent good standing certificates and and/or certificates of existence for such Obligated Party, each Credit Party and (4) certificates of foreign qualification for such Obligated each Credit Party in such jurisdictions as the Administrative Agent shall require; and (3) certain letter agreements certifying to the names and signatures of officers of the Borrower Agent, or any other Borrowers authorized to issue Borrowing Requests, issue Borrowing Base Reports, initiate wire transfers and take other actions with respect to the credit facilities contemplated hereby.

Resolutions and Incumbency Certificates. (i1) certified Certified copies of the resolutions of the Board applicable board of Directors (or comparable authority) directors and operating board of each Obligated Credit Party a party to a Financing Document, dated as of the Closing Date and approving, as appropriate, the Revolving Credit Loans, the Notes, this Agreement, the Security Instruments and the other Financing DocumentsDocuments to which such Person is a party, and all other documents, if any, in each case being executed and delivered as of the Closing Date, in connection with this Agreement to which such Obligated Party Person is a party and evidencing limited liability company, corporate (or other organizational) partnership authorization with respect to such documents; and; (ii2) a certificate of the Secretary or an Assistant Secretary of each Obligated Credit Party a party to any Financing Document, dated as of the Closing Date and certifying (A) the name, title and true signature of each officer of such Person authorized to execute the Notes, this Agreement, Applications the Security Instruments and the other Financing Documents to which such Obligated Party it is a party, (B) the name, title and true signature of each officer of such Person authorized to provide the certifications required pursuant to this Agreement including, but not limited to, certifications required pursuant to Section 6.10, 6.9 and Borrowing Requests, and (C) that attached thereto is a true and complete copy of (1i) the certificate or articles of incorporation, certificate or articles of organizationformation, certificate of limited partnership, or comparable charter documentspartnership and/or the articles of organization of each such Person (as applicable), certified by the appropriate Governmental Authority Secretary of State of the jurisdiction applicable state of incorporation or organization of such Obligated Partyformation, and (2ii) the bylaws, regulations, partnership agreement, operating agreement or comparable charter documents regulations of each such Obligated PartyPerson (as applicable), each as amended to date, (3) recent good standing certificates and certificates of existence for each such Obligated Party, Person and (4) certificates of foreign qualification for each such Obligated Party Person in such jurisdictions as the Administrative Agent shall require; and (3) a certificate of limited partnership of HRY, together with the limited partnership agreement of HRY and a certificate of existence for HRY in the applicable state of its formation, issued by the Secretary of State of the applicable state of formation.

Resolutions and Incumbency Certificates. (i1) certified copies of the resolutions of the Board of Directors (or comparable authority) of each Obligated Credit Party dated as of the Closing Date and approving, as appropriate, the Revolving Credit Loans, the Notes, this Agreement, Agreement and the other Financing Documents, and all other documents, if any, in each case being executed and delivered as of the Closing Date, in connection with this Agreement to which such Obligated each Credit Party is a party and evidencing corporate (or other organizational) authorization with respect to such documents; and; (ii2) a certificate of the Secretary or an Assistant Secretary of each Obligated Credit Party dated as of the Closing Date and certifying (A) the name, title and true signature of each officer of such Person authorized to execute the Notes, this Agreement, Applications and the other Financing Documents to which such Obligated Party it is a party, (B) the name, title and true signature of each officer of such Person authorized to provide the certifications required pursuant to this Agreement including, but not limited to, certifications required pursuant to Section 6.10, Borrowing Requests, and Borrowing RequestsBase Reports, and (C) that attached thereto hereto is a true and complete copy of (1) the certificate or articles of incorporation, certificate or articles of organization, certificate of limited partnership, or comparable charter documents, incorporation certified by the appropriate Governmental Authority of the jurisdiction of incorporation or organization of such Obligated Party, (2) each Credit Party and the bylaws, regulations, partnership agreement, or comparable charter documents bylaws of such Obligated each Credit Party, each as amended to date, (3) recent good standing certificates and and/or certificates of existence for such Obligated Party, each Credit Party and (4) certificates of foreign qualification for such Obligated each Credit Party in such jurisdictions as the Administrative Agent shall require; and (3) certain letter agreements certifying to the names and signatures of officers of the Borrowers authorized to issue Borrowing Requests, issue Borrowing Base Reports, initiate wire transfers and take other actions with respect to the credit facilities contemplated hereby.

Resolutions and Incumbency Certificates. (i) certified Certified copies of the resolutions of the Board of Directors (or comparable authorityequivalent body) of each Obligated Party dated as of the Closing Date Company and its Subsidiaries that are parties to any Financing Document approving, as appropriate, the Revolving Credit Loans, the Notes, this Agreement, Agreement and the other Financing Documents, and all other documents, if any, in each case being executed and delivered as of the Closing Date, in connection with this Agreement to which the Company or such Obligated Party Subsidiary is a party and evidencing partnership or corporate (or other organizational) authorization authorization, as the case may be, with respect to such documents; and; (ii) a certificate of the Secretary or an Assistant Secretary of each Obligated Party dated as or other appropriate officer of the Closing Date and Company certifying (A) the name, title and true signature of each officer of such Person authorized to execute the Notes, this Agreement, Applications and the other Financing Documents to which such Obligated Party it is a party, (B) the -45- name, title and true signature of each officer of such Person authorized to provide the certifications required pursuant to this Agreement including, but not limited to, certifications required pursuant to Section 6.105.02, and Borrowing Requests, and (C) that attached thereto is a true and complete copy of (1) the certificate or articles Articles of incorporation, certificate or articles of organization, certificate of limited partnership, or comparable charter documents, certified by the appropriate Governmental Authority Incorporation and Bylaws of the jurisdiction of incorporation or organization of such Obligated PartyCompany, (2) the bylaws, regulations, partnership agreement, or comparable charter documents of such Obligated Party, each as amended to date, (3) and a recent certificate of good standing certificates and certificates valid existence; and (iii) a certificate of existence for the Secretary or an Assistant Secretary of each Subsidiary that is a party to any Financing Document certifying (x) the name, title and true signature of the officers of each Subsidiary authorized to execute each such Obligated PartyFinancing Document to which it is a party, and (4y) that attached thereto is a true and complete copy of the articles of incorporation and bylaws of such Subsidiary, as amended to date, and recent certificates of foreign qualification for such Obligated Party in such jurisdictions as the Administrative Agent shall requiregood standing and valid existence.

Resolutions and Incumbency Certificates. (i1) certified copies of the resolutions of the Board Boards of Directors (or comparable authorityconsents of members or partners, if applicable) of each Obligated Party dated the Company, PM Holdings, and any of the Company's Subsidiaries that are parties to any Financing Document, dated, as to the Company, as of the Closing Date Date, and as to PM Holdings and the Company's Subsidiaries, as of the Closing Date, and approving, as appropriate, the Revolving Credit Loans, the Notes, this Agreement, Agreement and the other Financing Documents, and all other documents, if any, in each case being executed and delivered as of the Closing Date, in connection with this Agreement to which the Company, PM Holdings or such Obligated Party Subsidiary is a party and evidencing corporate authorization (or other organizationalappropriate legal authorization) authorization with respect to such documents; and (ii2) a certificate of the Secretary or an Assistant Secretary of each Obligated Party the Company, PM Holdings and any of the Company's Subsidiaries that are parties to any Financing Document dated as of the Closing Date Date, and certifying (A) the name, title and true signature of each officer of such Person authorized to execute the Notes, this Agreement, Applications and the other Financing Documents to which such Obligated Party it is a party, (B) the name, title and true signature of each officer of such Person authorized to provide the certifications required pursuant to this Agreement including, but not limited to, certifications required pursuant to Section 6.10, 5.2 and Borrowing Requests, and (C) that attached thereto is a are true and complete copy of (1) the certificate or articles of incorporation, certificate or articles of organization, certificate of limited partnership, or comparable charter documents, certified by the appropriate Governmental Authority copies of the jurisdiction certificates of incorporation and bylaws (or organization other applicable organizational documents) of such Obligated PartyPerson, (2) the bylaws, regulations, partnership agreement, or comparable charter documents of such Obligated Party, each as amended to date, (3) and recent good standing and existence certificates and certificates of existence for in each jurisdiction where such Obligated Party, and (4) certificates of foreign qualification for such Obligated Party in such jurisdictions as the Administrative Agent shall requirePerson has operations.

Resolutions and Incumbency Certificates. (i1) certified copies of the resolutions of the Board of Directors (or comparable authority) of each Obligated Party dated as of the Closing Date and approving, as appropriate, the Revolving Credit Loans, the Revolving Credit Notes, this Agreement, the other Financing Documents, and all other documents, if any, in each case being executed and delivered as of the Closing Date, in connection with this Agreement to which such Obligated Party is a party and evidencing corporate (or other organizational) authorization with respect to such documents; and (ii2) a certificate of the Secretary or an Assistant Secretary of each Obligated Party dated as of the Closing Date and certifying (A) the name, title and true signature of each officer of such Person authorized to execute the Revolving Credit Notes, this Agreement, Applications and the other Financing Documents to which such Obligated Party is a party, (B) the name, title and true signature of each officer of such Person authorized to provide the certifications required pursuant to this Agreement including, but not limited to, certifications required pursuant to Section 6.10, Borrowing Requests, and Borrowing RequestsBase Reports, and (C) that attached thereto is a true and complete copy of (1i) the certificate or articles of incorporation, certificate or articles of organization, certificate of limited partnership, or comparable charter documents, certified by the appropriate Governmental Authority of the jurisdiction of incorporation or organization of such Obligated Party, (2ii) the bylaws, regulations, partnership agreement, or comparable charter documents of such Obligated Party, each as amended to date, (3iii) recent good standing certificates and certificates of existence for such Obligated Party, and (4iv) certificates of foreign qualification for such Obligated Party in such jurisdictions as the Administrative Agent shall require.

Resolutions and Incumbency Certificates. (i1) certified copies of the resolutions of the Board of Directors (or comparable authority) of each Obligated Party dated as of the Closing Date and approving, as appropriate, the Revolving Credit Loans, this Agreement, the other Financing Documents, and all other documents, if any, in each case being executed and delivered as of the Closing Date, in connection with this Agreement to which such Obligated Party is a party and evidencing corporate (or other organizational) authorization with respect to such documents; and (ii2) a certificate of the Secretary or an Assistant Secretary of each Obligated Party dated as of the Closing Date and certifying (Aa) the name, title and true signature of each officer of such Person authorized to execute this Agreement, Applications and the other Financing Documents to which such Obligated Party is a party, (Bb) the name, title and true signature of each officer of such Person authorized to provide the certifications required pursuant to this Agreement including, but not limited to, certifications required pursuant to Section 6.10, and Borrowing Requests, and Borrowing Base Reports, and (Cc) that attached thereto is a true and complete copy of (1i) the certificate or articles of incorporation, certificate or articles of organization, certificate of limited partnership, or comparable charter documents, certified by the appropriate Governmental Authority of the jurisdiction of incorporation or organization of such Obligated Party, (2ii) the bylaws, regulations, partnership agreement, or comparable charter documents of such Obligated Party, each as amended to date, (3iii) recent good standing certificates and certificates of existence for such Obligated Party, and (4iv) certificates of foreign qualification for such Obligated Party in such jurisdictions as the Administrative Agent shall require. (3) certain letter agreements certifying to the names and signatures of officers of the Borrowers authorized to issue Borrowing Requests, issue Borrowing Base Reports, initiate wire transfers and take other actions with respect to the credit facilities contemplated hereby.

Resolutions and Incumbency Certificates. (i1) certified copies of the resolutions of the Board of Directors (or comparable authority) of each Obligated Credit Party dated as of the Closing Date and approving, as appropriate, the Revolving Credit Loans, the Notes, this Agreement, Agreement and the other Financing Documents, and all other documents, if any, in each case being executed and delivered as of the Closing Date, in connection with this Agreement to which such Obligated each Credit Party is a party and evidencing corporate (or other organizational) authorization with respect to such documents; and; (ii2) a certificate of the Secretary or an Assistant Secretary of each Obligated Credit Party dated as of the Closing Date and certifying (A) the name, title and true signature of each officer of such Person authorized to execute the Notes, this Agreement, Applications and the other Financing Documents to which such Obligated Party it is a party, (B) the name, title and true signature of each officer of such Person authorized to provide the certifications required pursuant to this Agreement including, but not limited to, certifications required pursuant to Section 6.10, Borrowing Requests, and Borrowing RequestsBase Reports, and (C) that attached thereto is a true and complete copy of (1) the certificate or articles of incorporation, certificate or articles of organization, certificate of formation or certificate of limited partnership, or comparable charter documentsas applicable, certified by the appropriate Governmental Authority of the jurisdiction of incorporation or organization of such Obligated Party, (2) each Credit Party and the bylaws, regulations, limited partnership agreement, operating agreement or comparable charter documents limited liability company agreement, as applicable, of such Obligated each Credit Party, each as amended to date, (3) recent good standing certificates and and/or certificates of existence for such Obligated Party, each Credit Party and (4) certificates of foreign qualification for such Obligated each Credit Party in such jurisdictions as the Administrative Agent shall require; and (3) certain letter agreements certifying to the names and signatures of officers of the Borrowers authorized to issue Borrowing Requests, issue Borrowing Base Reports, initiate wire transfers and take other actions with respect to the credit facilities contemplated hereby.

Resolutions and Incumbency Certificates. (i1) certified copies of the resolutions of the Board of Directors (or comparable applicable governing authority) of each Obligated Credit Party dated as of the Closing Date and approving, as appropriate, the Revolving Credit Loans, the Notes, this Agreement, Agreement and the other Financing Documents, and all other documents, if any, in each case being executed and delivered as of the Closing Date, in connection with this Agreement to which such Obligated each Credit Party is a party and evidencing corporate (or other organizational) authorization with respect to such documents; and; (ii2) a certificate of the Secretary or an Assistant Secretary of each Obligated Credit Party dated as of the Closing Date and certifying (A) the name, title and true signature of each officer of such Person authorized to execute the Notes, this Agreement, Applications and the other Financing Documents to which such Obligated Party it is a party, (B) the name, title and true signature of each officer of such Person authorized to provide the certifications required pursuant to this Agreement including, but not limited to, certifications required pursuant to Section 6.10, Borrowing Requests, and Borrowing RequestsBase Reports, and (C) that attached thereto is a true and complete copy of (1) the certificate or articles of incorporation, certificate or articles of organization, certificate of formation or certificate of limited partnership, or comparable charter documentsas applicable, certified by the appropriate Governmental Authority of the jurisdiction of incorporation or organization of such Obligated Party, (2) each Credit Party and the bylaws, regulations, limited partnership agreement, operating agreement or comparable charter documents limited liability company agreement, as applicable, of such Obligated each Credit Party, each as amended to date, (3) recent good standing certificates and and/or certificates of existence for such Obligated Party, each Credit Party and (4) certificates of foreign qualification for such Obligated each Credit Party in such jurisdictions as the Administrative Agent shall require; and (3) certain letter agreements certifying to the names and signatures of officers of the Borrowers authorized to issue Borrowing Requests, issue Borrowing Base Reports, initiate wire transfers and take other actions with respect to the credit facilities contemplated hereby.

Resolutions and Incumbency Certificates. (i1) certified copies of the resolutions of the Board applicable board of Directors (or comparable authority) directors and operating board of each Obligated Credit Party a party to a Financing Document, dated as of the Closing Date and approving, as appropriate, the Revolving Credit Loans, the Notes, this Agreement, the Security Instruments and the other Financing DocumentsDocuments to which such Person is a party, and all other documents, if any, in each case being executed and delivered as of the Closing Date, in connection with this Agreement to which such Obligated Party Person is a party and evidencing limited liability company, corporate (or other organizational) partnership authorization with respect to such documents; and; (ii2) a certificate of the Secretary or an Assistant Secretary of each Obligated Credit Party a party to any Financing Document, dated as of the Closing Date and certifying (A) the name, title and true signature of each officer of such Person authorized to execute the Notes, this Agreement, Applications the Security Instruments and the other Financing Documents to which such Obligated Party it is a party, (B) the name, title and true signature of each officer of such Person authorized to provide the certifications required pursuant to this Agreement including, but not limited to, certifications required pursuant to Section 6.10, 6.9 and Borrowing Requests, and (C) that attached thereto is a true and complete copy of (1i) the certificate or articles of incorporation, certificate or articles of organizationformation, certificate of limited partnership, or comparable charter documentspartnership and/or the articles of organization of each such Person (as applicable), certified by the appropriate Governmental Authority Secretary of State of the jurisdiction applicable state of incorporation or organization of such Obligated Partyformation, and (2ii) the bylaws, regulations, partnership agreement, operating agreement or comparable charter documents regulations of each such Obligated PartyPerson (as applicable), each as amended to date, (3) recent good standing certificates and certificates of existence for each such Obligated Party, Person and (4) certificates of foreign qualification for each such Obligated Party Person in such jurisdictions as the Administrative Agent shall require; and (3) a certificate of limited partnership of HRY, together with the limited partnership agreement of HRY and a certificate of existence for HRY in the applicable state of its formation, issued by the Secretary of State of the applicable state of formation.