Common use of Subsidiary Charter Documents, Legal Opinions, Etc Clause in Contracts

Subsidiary Charter Documents, Legal Opinions, Etc. Substantially concurrent with the execution and delivery by a Subsidiary of the Subsidiary Guaranty described under subsection 6.8A, Company shall deliver to Administrative Agent, together with such Loan Documents, (i) certified copies of such Subsidiary’s Certificate or Articles of Incorporation (or similar organizational document), together with a good standing certificate from the Secretary of State of the jurisdiction of its incorporation and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of such jurisdiction, each to be dated a recent date prior to their delivery to Administrative Agent, (ii) a copy of such Subsidiary’s Bylaws (or similar organizational document), certified by its secretary or an assistant secretary or an equivalent officer as of a recent date prior to their delivery to Administrative Agent, (iii) a certificate executed by the secretary or an assistant secretary or an equivalent officer of such Subsidiary as to (a) the fact that the attached resolutions of the Board of Directors or managing member of such Subsidiary approving and authorizing the execution, delivery and performance of the Subsidiary Guaranty are in full force and effect and have not been modified or amended and (b) the incumbency and signatures of the officers of such Subsidiary executing the Subsidiary Guaranty, and (iv) if requested by Administrative Agent, a favorable opinion of counsel to such Subsidiary, in form and substance reasonably satisfactory to Administrative Agent and its counsel, as to (a) the due organization and good standing of such Subsidiary, (b) the due authorization, execution and delivery by such Subsidiary of such Loan Documents, (c) the enforceability of such Loan Documents against such Subsidiary, (d) such other matters as Administrative Agent may reasonably request, all of the foregoing to be reasonably satisfactory in form and substance to Administrative Agent and its counsel.

Subsidiary Charter Documents, Legal Opinions, Etc. Substantially concurrent with the execution and delivery by a Subsidiary of the Subsidiary Guaranty described under subsection 6.8A, Company The Borrowers shall deliver to the Administrative Agent, together with such Loan Documents, (i) certified copies of such Subsidiary’s Subsidiary Guarantor's Certificate or Articles of Incorporation (or similar organizational document)equivalent limited liability company documents, together with a good standing certificate from the Secretary of State of the jurisdiction of its incorporation and each other state in which such Person is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictionjurisdictions, each to be dated a recent date prior to their delivery to the Administrative Agent, (ii) a copy of such Subsidiary’s Bylaws (or similar organizational document)Subsidiary Guarantor's Bylaws, certified by its corporate secretary or an assistant secretary (or an equivalent officer their equivalent) as of a recent date prior to their delivery to the Administrative Agent, (iii) a certificate executed by the secretary or an assistant secretary or an equivalent officer of such Subsidiary Guarantor as to (a) the fact that the attached resolutions of the Board of Directors or managing member of such Subsidiary Guarantor approving and authorizing the execution, delivery and performance of the Subsidiary Guaranty such Loan Documents are in full force and effect and have not been modified or amended and (b) the incumbency and signatures of the officers of such Subsidiary Guarantor executing the Subsidiary Guarantysuch Loan Documents, and (iv) if requested by Administrative Agent, a favorable opinion of counsel to such SubsidiarySubsidiary Guarantor, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, as to (a) the due organization and good standing of such SubsidiarySubsidiary Guarantor, (b) the due authorization, execution and delivery by such Subsidiary Guarantor of such Loan Documents, (c) the enforceability of such Loan Documents against such SubsidiarySubsidiary Guarantor, (d) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as Administrative Agent may reasonably request, all of the foregoing to be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.

Subsidiary Charter Documents, Legal Opinions, Etc. Substantially concurrent with the execution and delivery by a Subsidiary of the Subsidiary Guaranty described under subsection 6.8A, Company The Borrowers shall deliver to the Administrative Agent, together with such Loan Documents, (i) certified copies of such Subsidiary’s Subsidiary Guarantors' Certificate or Articles of Incorporation (or similar organizational document)equivalent limited liability company documents, together with a good standing certificate from the Secretary of State of the jurisdiction of its incorporation and each other state in which such Person is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictionjurisdictions, each to be dated a recent date prior to their delivery to the Administrative Agent, (ii) a copy of such Subsidiary’s Bylaws (or similar organizational document)Subsidiary Guarantor's Bylaws, certified by its corporate secretary or an assistant secretary (or an equivalent officer their equivalent) as of a recent date prior to their delivery to the Administrative Agent, (iii) a certificate executed by the secretary or an assistant secretary or an equivalent officer of such Subsidiary Guarantor as to (a) the fact that the attached resolutions of the Board of Directors or managing member of such Subsidiary Guarantor approving and authorizing the execution, delivery and performance of the Subsidiary Guaranty such Loan Documents are in full force and effect and have not been modified or amended and (b) the incumbency and signatures of the officers of such Subsidiary Guarantor executing the Subsidiary Guarantysuch Loan Documents, and (iv) if requested by Administrative Agent, a favorable opinion of counsel to such SubsidiarySubsidiary Guarantor, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, as to (a) the due organization and good standing of such SubsidiarySubsidiary Guarantor, (b) the due authorization, execution and delivery by such Subsidiary of such Loan Documents, (c) the enforceability of such Loan Documents against such SubsidiarySubsidiary Guarantor, (d) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as Administrative Agent may reasonably request, all of the foregoing to be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.

Subsidiary Charter Documents, Legal Opinions, Etc. Substantially concurrent with the execution and delivery by a Subsidiary of the Subsidiary Guaranty described under subsection 6.8A, Company Holdings shall ------------------------------------------------- deliver to Administrative Agent, together with such Loan Documents, (i) certified copies of such Subsidiary’s 's Certificate or Articles of Incorporation (or similar equivalent organizational documentdocuments), together with a good standing certificate from the Secretary of State of the jurisdiction of its incorporation organization and, to the extent requested by Administrative Agent, each other state in which such Person is qualified as a foreign entity to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictionjurisdictions, each to be dated a recent date prior to their delivery to Administrative Agent, (ii) a copy of such Subsidiary’s 's Bylaws (or similar equivalent organizational documentdocuments), certified by its corporate secretary or an assistant secretary or an equivalent officer as of a recent date prior to their delivery to Administrative Agent, (iii) a certificate executed by the secretary or an assistant secretary or an equivalent officer of such Subsidiary as to (a) the fact that the attached resolutions of the Board of Directors or managing member of such Subsidiary approving and authorizing the execution, delivery and performance of the Subsidiary Guaranty such Loan Documents are in full force and effect and have not been modified or amended and (b) the incumbency and signatures of the officers of such Subsidiary executing the Subsidiary Guarantysuch Loan Documents, and (iv) if to the extent requested by Administrative Agent, a favorable opinion of counsel to such Subsidiary, in form and substance reasonably satisfactory to Administrative Agent and its counsel, as to (a) the due organization and good standing of such Subsidiary, (b) the due authorization, execution and delivery by such Subsidiary of such Loan Documents, (c) the enforceability of such Loan Documents against such Subsidiary, (d) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as Administrative Agent may reasonably request, all of the foregoing to be reasonably satisfactory in form and substance to Administrative Agent and its counsel.

Subsidiary Charter Documents, Legal Opinions, Etc. Substantially concurrent with the execution and delivery by a Subsidiary of the Subsidiary Guaranty described under subsection 6.8A, Company The Borrowers shall deliver to the Administrative Agent, together with such Loan Documents, (i) certified copies of such SubsidiarySubsidiary Guarantor’s Certificate or Articles of Incorporation (or similar organizational document)equivalent limited liability company documents, together with a good standing certificate from the Secretary of State of the jurisdiction of its incorporation organization and each other state in which such Person is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictionjurisdictions, each to be dated a recent date prior to their delivery to the Administrative Agent, (ii) a copy of such SubsidiarySubsidiary Guarantor’s Bylaws (bylaws or similar organizational document)operating agreement, certified by its corporate secretary or an assistant secretary (or an equivalent officer their equivalent) as of a recent date prior to their delivery to the Administrative Agent, (iii) a certificate executed by the secretary or an assistant secretary or an equivalent officer of such Subsidiary Guarantor as to (a) the fact that the attached resolutions of the Board of Directors or managing member of such Subsidiary Guarantor approving and authorizing the execution, delivery and performance of the Subsidiary Guaranty such Loan Documents are in full force and effect and have not been modified or amended and (b) the incumbency and signatures of the officers of such Subsidiary Guarantor executing the Subsidiary Guarantysuch Loan Documents, and (iv) if requested by Administrative Agent, a favorable opinion of counsel to such SubsidiarySubsidiary Guarantor, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, as to (a) the due organization and good standing of such SubsidiarySubsidiary Guarantor, (b) the due authorization, execution and delivery by such Subsidiary Guarantor of such Loan Documents, (c) the enforceability of such Loan Documents against such SubsidiarySubsidiary Guarantor, (d) such other matters as Administrative Agent may reasonably request, all of the foregoing to be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.

Subsidiary Charter Documents, Legal Opinions, Etc. Substantially concurrent with the execution and delivery by a Subsidiary of the Subsidiary Guaranty Loan Documents described under subsection 6.8A, Company shall deliver to Administrative Agent, together with such Loan Documents, (i) certified copies of such Subsidiary’s 's Certificate or Articles of Incorporation (or similar organizational document), together with a good standing certificate from the Secretary of State of the jurisdiction of its incorporation and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of such jurisdiction, each to be dated a recent date prior to their delivery to Administrative Agent, (ii) a copy of such Subsidiary’s 's Bylaws (or similar organizational organiza- tional document), certified by its secretary or an assistant secretary or an equivalent officer as of a recent date prior to their delivery to Administrative Agent, (iii) a certificate executed by the secretary or an assistant secretary or an equivalent officer of such Subsidiary as to (a) the fact that the attached resolutions of the Board of Directors or managing member of such Subsidiary approving and authorizing the execution, delivery and performance of the Subsidiary Guaranty such Loan Documents are in full force and effect and have not been modified or amended and (b) the incumbency and signatures of the officers of such Subsidiary executing the Subsidiary Guarantysuch Loan Documents, and (iv) if requested by Administrative Agent, a favorable opinion of counsel to such Subsidiary, in form and substance reasonably satisfactory to Administrative Agent and its counsel, as to (a) the due organization and good standing of such Subsidiary, (b) the due authorization, execution and delivery by such Subsidiary of such Loan Documents, (c) the enforceability of such Loan Documents against such Subsidiary, (d) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as Administrative Agent may reasonably request, all of the foregoing to be reasonably satisfactory in form and substance to Administrative Agent and its counsel.

Subsidiary Charter Documents, Legal Opinions, Etc. Substantially concurrent with In the execution and delivery by event that any Person becomes a Subsidiary of Company after the Subsidiary Guaranty described under subsection 6.8Adate hereof, Company shall deliver to Administrative Agent, together with such Loan Documents, (i) certified copies of such Subsidiary’s 's Charter documents (such as its Certificate or Articles of Incorporation (or similar organizational documentIncorporation), together with a good standing certificate from the Secretary of State of the jurisdiction of its incorporation organization and each other state in which such Person is qualified as a foreign entity to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of at any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictionjurisdictions, each to be dated a recent date prior to their delivery to Administrative Agent, (ii) a copy of such Subsidiary’s 's Bylaws (or similar organizational document), equivalent certified by its secretary or an assistant secretary or an equivalent officer as of a recent date prior to their delivery to Administrative Agent, (iii) a certificate executed by the secretary or an assistant secretary or an equivalent other appropriate officer of such Subsidiary as to (a) the fact that the attached resolutions of the Board of Directors or managing member other governing body of such Subsidiary approving and authorizing the execution, delivery and performance of the Subsidiary Guaranty such Loan Documents are in full force and effect and have not been modified or amended and (b) the incumbency and signatures of the officers or agents of such Subsidiary executing the Subsidiary Guarantysuch Loan Documents, and (iv) if requested by Administrative Agent, a favorable opinion of counsel to such Subsidiary, in form and substance reasonably satisfactory to Administrative Agent Agents and its their respective counsel, as to (a) the due organization and good standing of such Subsidiary, (b) the due authorization, execution and delivery by such Subsidiary of such Loan Documents, (c) the enforceability of such Loan Documents against such Subsidiary, (d) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as Administrative Agent Agents may reasonably request, all of the foregoing to be reasonably satisfactory in form and substance to Administrative Agent Agents and its their respective counsel.

Subsidiary Charter Documents, Legal Opinions, Etc. Substantially concurrent with In the execution and delivery by a case of any new Restricted Subsidiary of being acquired, formed, or designated pursuant to subsection 6.11A, the Subsidiary Guaranty described under subsection 6.8A, Company Borrower shall deliver to the Administrative Agent, together with such Loan Documents, (i) certified copies of such new Restricted Subsidiary’s Certificate or Articles of Incorporation (or similar organizational document)Organizational Documents, together with a good standing certificate or foreign law equivalent, if any, from the Secretary of State of the jurisdiction of its incorporation or formation (as applicable) and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of such jurisdiction, or, in the case of each Macau corporation, a commercial certificate issued by the Companies Register Bureau of Macau SAR (such commercial certificates (together with an English translation) confirming that such Person exists and is operating and that no bankruptcy or other proceedings customarily covered by such certificate have been filed against such Person, each to be dated a recent date prior to their delivery to the Administrative Agent, ); (ii) a copy of such new Restricted Subsidiary’s Bylaws or limited liability company agreement, as applicable, (or similar organizational document)or, in the case of a Macau entity, any usufruct agreements, if applicable) certified by its corporate secretary or an assistant secretary (or an equivalent officer their equivalent) as of a recent date prior to their delivery to the Administrative Agent, ; (iii) a certificate executed by the secretary or an assistant secretary or an equivalent officer of such new Restricted Subsidiary as to (a) the fact that the attached resolutions of the Board of Directors or managing member of such new Restricted Subsidiary approving and authorizing the execution, delivery and performance of the Subsidiary Guaranty such Loan Documents are in full force and effect and have not been modified or amended and (b) the incumbency and signatures of the officers of such new Restricted Subsidiary executing the Subsidiary Guaranty, such Loan Documents; and (iv) if requested by Administrative Agent, a favorable an opinion of counsel to such new Restricted Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, as to (a) the due organization and and, to the extent available, good standing of such new Restricted Subsidiary, (b) the due authorization, execution and delivery by such new Restricted Subsidiary of such Loan Documents, (c) the enforceability of such Loan Documents against such new Restricted Subsidiary, (d) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents) as the Administrative Agent may reasonably request, all of the foregoing to be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.