Common use of Resolutions, etc Clause in Contracts

Resolutions, etc. The Administrative Agent shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate (to the extent applicable), dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated the Closing Date duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Person’s Board of Directors (or other managing body, in the case of an entity other than a corporation) then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Credit Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from each Obligor, as applicableCredit Party, (i) a copy of a good standing certificate (to the extent applicable)certificate, dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated as of the Closing Date Date, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to: (a) resolutions of each such Person’s Board of Directors (or other managing body, in the case of an entity other than a corporation) then in full force and effect authorizing authorizing, to the extent relevant, all aspects of the Transactions applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Credit Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent Lender shall have received from each Obligor, as applicable, (i1) a copy of a good standing certificate (to the extent applicable)certificate, dated a date reasonably close to the Closing Effective Date, for each such Person and (ii2) a certificate, dated the Closing Date Date, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (ai) resolutions of each such Person’s Board board of Directors directors (or other managing body, in the case of an any entity other than a corporation) then in full force and effect authorizing authorizing, to the extent relevant, all aspects of the Transaction applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (bii) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (ciii) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Credit Party the Lender may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate (to the extent applicable)certificate, dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated as of the Closing Date with counterparts for each Lender, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Person’s Board of Directors (or other managing body, in the case of an entity other than a corporation) then in full force and effect authorizing authorizing, to the extent relevant, the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Credit Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent Bank shall have received from Borrower and each Obligor, as applicable, Obligor (i) a copy of a good standing certificate (to the extent applicable)certificate, dated a date reasonably close to the Closing Date, for each such Person entity and (ii) a certificate, dated the Closing Date and substantially in the form of Exhibit D attached hereto, duly executed and delivered by such Person’s entity's Secretary or Assistant Secretary, managing member or general partner, as applicable, Secretary as to (ai) resolutions of each such Person’s entity's Board of Directors (or other managing body, in the case of an entity other than a corporation) then in full force and effect authorizing authorizing, to the extent relevant, all aspects of the financing contemplated hereby applicable to such entity and the execution, delivery and performance of each Loan Document document to be executed by such Person entity and the transactions contemplated hereby and thereby; (bii) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, officers authorized to act with respect to each Loan Document to be executed by such Personentity (each such officer, an "Authorized Officer"); and (ciii) the full force and validity of each Organic Document organizational document of such Person entity and copies thereof; upon which certificates each Credit Party Bank may conclusively rely until it shall have received a further certificate of the Secretary, Secretary or Assistant Secretary, managing member or general partner, as applicable, of any such Person entity canceling or amending the prior certificate of such Personentity.

Resolutions, etc. The Administrative Agent shall have received from Parent and each ObligorBorrower, as applicable, (ia) a copy of a good standing certificate (to the extent applicable)certificate, dated a date reasonably close to the Closing Effective Date, for each such Person and (iib) a certificate, dated the Closing Date and with counterparts for each Lender, duly executed and delivered by such Person’s Secretary 's secretary or Assistant Secretary, managing member or general partner, as applicable, assistant secretary as to: (ai) resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of an entity other than a corporation) then in full force and effect authorizing authorizing, to the extent relevant, all aspects of the transactions contemplated hereby applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (bii) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, officers authorized to act with respect to each Loan Document to be executed by such PersonPerson (each an "Authorized Officer"); and (ciii) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Credit Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member secretary or general partner, as applicable, assistant secretary of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate (to the extent applicable)certificate, dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated as of the Closing Date Date, duly executed and delivered by such Person’s 's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of an entity other than a corporation) then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Credit Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate (to the extent applicable)certificate, dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated the Closing Date date of the initial Credit Extension and with counterparts for each Lender, duly executed and delivered by such Person’s 's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to: (a) resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of an entity other than a corporation) then in full force and effect authorizing the execution, delivery and performance of this Agreement, each other Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to this Agreement and each other Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates the Administrative Agent, each Credit Party Lender and each Issuer may conclusively rely until it shall have received a further certificate of the Secretary, Secretary or Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from each Obligor, as applicableBorrower and each Restricted Subsidiary, (ia) a copy of a recent good standing certificate (to the extent applicable)certificates and certificates of existence from such Person’s jurisdiction of organization, dated a date reasonably close to the Closing Date, for each such Person and (iib) a certificate, dated the Closing Date and with counterparts for each Lender, duly executed and delivered by such Person’s Secretary secretary or Assistant Secretary, managing member or general partner, as applicable, assistant secretary as to: (ai) resolutions of each such Person’s Board of Directors (or other managing body, in the case of an entity other than a corporation) then in full force and effect authorizing authorizing, to the extent relevant, all aspects of the transactions contemplated hereby applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (bii) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, officers authorized to act with respect to each Loan Document to be executed by such PersonPerson (each an “Authorized Officer”); and (ciii) the completeness, accuracy, full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Credit Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member secretary or general partner, as applicable, assistant secretary of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from the Borrower and each other Obligor, as -63- 71 applicable, (i) a copy of a good standing certificate (to the extent applicable)certificate, dated a date reasonably close to the Closing Effective Date, for each such Person and (ii) a certificate, dated the Closing Date date of the initial Credit Extension and with counterparts for each Lender, duly executed and delivered by such Person’s 's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of an entity other than a corporation) then in full force and effect authorizing authorizing, to the extent relevant, the execution, delivery and performance of this Agreement, the Notes, each other Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, officers authorized to act with respect to this Agreement, the Notes and each other Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; , upon which certificates each Credit Party Lender may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, Secretary of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent Agents shall have received from (i) each U.S. Obligor, as applicable, (i) a copy of a good standing certificate (to or similar certificate issued by the extent applicable)relevant jurisdiction, dated a date reasonably close to the Closing Effective Date, for each such Person and (ii) from each Obligor, a certificate, dated the Closing Date and with counterparts for each Lender, duly executed and delivered by such Person’s 's Secretary or Assistant Secretary, managing member or general partner, as applicable, Secretary as to (a) resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of an entity other than a corporation) then in full force and effect authorizing authorizing, to the extent relevant, the execution, delivery and performance of this Agreement, the Notes and each other Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officersofficers authorized to act, managing member or general partner, as if applicable, authorized to act with respect to this Agreement, the Notes and each other Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and together with copies thereof; , upon which certificates each Credit Party Lender, each Issuer and each Agent may conclusively rely until it shall have received a further certificate of the Secretary, Secretary or Assistant Secretary, managing member or general partner, as applicable, Secretary of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate (to the extent applicable)certificate, dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated the Closing Date with counterparts for each Lender, duly executed and delivered by such Person’s 's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of an entity other than a corporation) then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Credit Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate from its jurisdiction of organization (and with respect to the extent applicableParent, from the States of Idaho and Alaska), dated a date reasonably close to the Closing Effective Date, for each such Person and (ii) a certificate, dated the Closing Effective Date with counterparts for each Lender, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Person’s Board of Directors (or other managing body, in the case of an entity other than a corporation) then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and certified copies thereof; upon which certificates each Credit Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate (to the extent applicable)certificate, dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated as of the Closing Date Date, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to: (a) resolutions of each such Person’s Board of Directors (or other managing body, in the case of an entity other than a corporation) then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; , upon which certificates each Credit Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent Lender shall have received (i) from each Obligor, as applicable, (i) a copy of a current good standing certificate of the Secretary of State (to or comparable official) of the extent applicable), dated a date reasonably close to the Closing Date, for each jurisdiction of organization of such Person and (ii) from each Obligor and CMBS Master Lessor, a certificate, dated the Closing Date certificate duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member or general partner, Secretary as applicable, as to to (aA) resolutions of each such Person’s Board board of Directors directors (or other managing body, in the case of an entity other than a corporationanalogous governing body as Person or Persons) then in full force and effect authorizing the execution, delivery and performance of this Agreement, each other Loan Document and the Master Lease Estoppel Certificate and Agreement to be executed by such Person and the transactions contemplated hereby and thereby; , (bB) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, such Person’s officers authorized to act with respect to this Agreement, each other Loan Document and the Master Lease Estoppel Certificate and Agreement to be executed by such Person; and , and (cC) the full force and validity of each Organic Document of such Person and copies thereof; , upon which certificates each Credit Party the Lender may conclusively rely until it shall have received a further certificate of the Secretary, Secretary or Assistant Secretary, managing member or general partner, as applicable, Secretary of any such Person Obligor and CMBS Master Lessor canceling or amending the such prior certificate of such Personcertificate.

Resolutions, etc. The Administrative Agent Agents shall have received from Parent and each ObligorBorrower, as applicable, (i) a copy of a good standing certificate (to the extent applicable)certificate, dated a date reasonably close to the Closing Effective Date, for each such Person and (ii) a certificate, dated the Closing Date and with counterparts for each Lender, duly executed and delivered by such Person’s Secretary 's secretary or Assistant Secretary, managing member or general partner, as applicable, assistant secretary as to (a) resolutions of each such Person’s 's Board of Directors (or other managing body, in the case of an entity other than a corporation) then in full force and effect authorizing authorizing, to the extent relevant, all aspects of the transactions contemplated hereby applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, officers authorized to act with respect to each Loan Document to be executed by such PersonPerson (each an "Authorized Officer"); and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Credit Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member secretary or general partner, as applicable, assistant secretary of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate (to the extent applicable)certificate, dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated as of the Closing Date Date, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to (a) resolutions of each such Person’s Board of Directors (or other managing body, in the case of an entity other than a corporation) then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Credit Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent Agents shall have received from the Parent, the Borrower and each Consenting Obligor, as applicable, (i) a copy of a good standing certificate (to the extent applicable)certificate, dated a date reasonably close to the Closing Amendment No. 4 Effective Date, for each such Person and (ii) a certificate, dated the Closing Amendment No. 4 Effective Date and with counterparts for each Lender, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member or general partner, as applicable, Secretary as to (a) resolutions of each such Person’s Board board of Directors (or other managing body, in the case of an entity other than a corporation) directors then in full force and effect authorizing authorizing, to the extent relevant, the execution, delivery and performance of Amendment No. 4 and each other Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, officers or managing member or general partner, as applicable, members authorized to act with respect to Amendment No. 4 and each other Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; , upon which certificates each Credit Party Agent and each Lender may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member Secretary or general partner, as applicable, other duly authorized representative of any such Person canceling or amending the prior certificate of such Person.

Resolutions, etc. The Administrative Agent shall have received from each Obligor, as applicable, of the Borrower and Holdings (i) a copy of a good standing certificate (to the extent applicable)certificate, dated a date reasonably close to the Closing Amendment Effective Date, for each such Person and (ii) a certificate, dated the Closing Date Amendment Effective Date, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member or general partner, as applicable, Secretary as to (a) resolutions of each such Person’s Board of Directors (or other managing body, in the case of an entity other than a corporation) then in full force and effect authorizing authorizing, to the extent relevant, the Proposed Restructuring, the Reorganization, the execution, delivery and performance of the Reorganization Agreement, the Assignment Agreement and each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby; (b) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, officers authorized to act with respect to this Amendment and each other Loan Document to be executed by such Person; and (c) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates each Credit Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Secretary or Assistant Secretary, managing member or general partner, as applicable, Secretary of any such Person canceling or amending the its prior certificate of such Personcertificates, if any.