The Obligors the Lenders and the Agent agree that the Recitals above are a part of this Agreement. Unless otherwise expressly defined in this Agreement, terms defined in the Financing Agreement shall have the same meaning under this Agreement.
The Obligors. (a) may assume that the Facility Agent is duly authorised to represent the other Finance Parties in all Agency Matters and that all actions taken by the Facility Agent in connection with an Agency Matter are duly authorised;
(b) are not entitled nor obliged directly to deal with, or act on the instructions of, a Finance Party other than the Facility Agent, unless expressly otherwise provided in a Finance Document.
The Obligors. Each Obligor (i) is located in the United States, and (ii) is not (a) the United States of America or any State or local government or any agency, department, subdivision or instrumentality thereof (except for Leases representing no more than 3% of the Initial Pool Principal Balance) or (b) Vendor Services or any Affiliate thereof .
The Obligors. (a) A copy of a resolution of the holders of the issued shares in the Company (and of its board of supervisory directors (if any)) approving its execution and the terms of, and the transactions contemplated by, the Finance Documents.
(b) The accession documents listed in Part III (Conditions Precedent to be delivered by an Additional Obligor) of this Schedule 2 (Conditions Precedent) for each Company listed in Part III (First Phase Accession Companies) of Schedule 1 (The Original Parties).
The Obligors. Each of the parties hereto (other than the Co-Issuers) hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of the last maturing Note issued by the Co-Issuers pursuant to the Indenture, it will not institute against, or join with any other Person in instituting against, any Obligor, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law and subject to any retained rights set forth therein; provided, however, that nothing in this Section 9.10(a) shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Obligors pursuant to this Agreement, the Series 2021-1 Supplement, the Indenture or any other Transaction Document. In the event that an Investor (solely in its capacity as such) takes action in violation of this Section 9.10(a), each affected Obligor shall file or cause to be filed an answer with the bankruptcy court or otherwise properly contest or cause to be contested the filing of such a petition by any such Person against such Obligor or the commencement of such action and raise or cause to be raised the defense that such Person has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. Nothing contained herein shall preclude participation by an Investor in the assertion or defense of its claims in any such proceeding involving any Obligor. The obligations of the Co-Issuers under this Agreement are solely the limited liability company or corporate, as the case may be, obligations of the Co-Issuers.
The Obligors. 1.1 A copy of the Constitutional Documents of each Obligor.
1.2 A copy of a resolution of the board of directors of each Obligor:
1.2.1 approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving to execute those Finance Documents;
1.2.2 authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and
1.2.3 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.
1.3 a specimen of the signature of each person authorised by the resolution referred to in paragraphs 1.2 above;
The Obligors. (a) All communications under the Finance Documents other than in respect of a Request to or from an Obligor to a Secured Creditor must (unless otherwise specified in a Finance Document) be sent through the Security Trustee and the Security Trustee shall be entitled to forward such communication to the Secured Creditor Representatives.
(b) All communications under the Finance Documents to or from an Obligor must (unless otherwise specified in a Finance Document) be sent through the Security Group Agent.
(c) Any communication given to the Security Group Agent in connection with a Finance Document will be deemed to have been given also to each Obligor.
(d) The Security Trustee may assume that any communication made by the Security Group Agent is made with the consent of each Obligor and, to the extent necessary to obtain instructions or directions in relation to any matter in respect of which the Security Trustee is entitled to obtain instructions or directions in accordance with the terms of the STID, the Security Trustee shall be entitled to forward a copy of any such communication and any other communication, document or notice received by it to the Secured Creditors or any of them and/or their respective Secured Creditor Representatives.
The Obligors. (a) The Borrower and Offshore Guarantor
(i) A copy of the constitutional documents of each of the Borrower and the Offshore Guarantor.
(ii) A copy of each of the register of members, register of directors and register of charges (if any) of each of the Borrower and the Offshore Guarantor and with respect to the Borrower only, the PSC Register.
(iii) A copy of a resolution of the board of directors of, or where relevant, an extract of the minutes of a meeting of the board of directors of each of the Borrower and the Offshore Guarantor:
(A) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;
(B) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and
(C) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, the Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.
(iv) A specimen of the signature of each person authorised by the resolution referred to in paragraph (iii) above.
(v) A certificate from each of the Borrower and the Offshore Guarantor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Commitment would not cause any borrowing, guaranteeing, securing or similar limit binding on it to be exceeded.
(vi) A certificate of an authorised signatory of each of the Borrower and the Offshore Guarantor certifying that each copy document relating to it specified in this Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.
The Obligors. 1.1 A copy of the constitutional documents of each Obligor.
1.2 A copy of a resolution of the board of directors of each Obligor:
1.2.1 approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;
1.2.2 authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and
The Obligors. Each of the Obligors is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized with all power and authority, corporate or otherwise, necessary to (a) enter into and perform this Agreement and each other Credit Document to which it is party, (b) guarantee the Credit Obligations, and (c) own its properties and carry on the business now conducted or proposed to be conducted by it. Certified copies of the Charter and Bylaws of each Obligor have been previously delivered to the Agent and are correct and complete. Exhibit 7.1, as from time to time hereafter supplemented in accordance with Sections 6.4.1 and 6.4.2, sets forth, as of the later of the date hereof or as of the end of the most recent fiscal quarter for which financial statements are required to be furnished in accordance with such Sections, (i) the name and jurisdiction of incorporation of each Obligor and (ii) the address of each Obligor's principal executive office and chief place of business.
