Common use of Incumbency Certificate Clause in Contracts

Incumbency Certificate. The Administrative Agent shall have received a certificate of the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing any Loan Document, executed by the Secretary or any Assistant Secretary of the Borrower, satisfactory in form and substance to the Administrative Agent.

Incumbency Certificate. The Administrative Agent shall have received received, with a counterpart for each Bank, a certificate of the Borrower, dated Secretary or an Assistant Secretary of each Borrower certifying the Closing Date, as to the incumbency names and signature true signatures of the officers of such Borrower authorized to sign this Agreement, together with evidence of the Borrower executing any Loan Document, executed by the incumbency of such Secretary or any Assistant Secretary of the Borrower, satisfactory in form and substance to the Administrative AgentSecretary.

Incumbency Certificate. The Administrative Agent shall have received received, with a certificate counterpart for each Lender, a Certificate of each Registrant, on behalf of the Borrowerseries thereof which are Borrowers, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower such Registrant executing any Loan Document, Document executed by the Secretary or any Assistant Secretary a Responsible Officer of the Borrowersuch Registrant, satisfactory in form and substance to the Administrative Agent.

Incumbency Certificate. The Administrative Agent shall have received a certificate of the Borrower, dated the Closing Date, as to the incumbency and signature signatures of the officers Responsible Officers of the Borrower executing signing any Loan Document, executed by the Secretary or any Assistant Secretary of the Borrower, reasonably satisfactory in form and substance to the Administrative Agent, signed by the Secretary or any Assistant Secretary and any other Responsible Officer of the Borrower.

Incumbency Certificate. The Administrative Agent shall have received a certificate of the Borroweran incumbency certificate, dated as of the Closing Date, as to signed by duly authorized officers giving the incumbency name and bearing a specimen signature of each individual who shall be authorized: (a) to sign the officers Loan Documents on behalf of each of the Borrower executing any Borrowers; (b) to make Loan Document, executed by Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on the Secretary or any Assistant Secretary of Borrowers’ behalf under the Borrower, satisfactory in form and substance to the Administrative AgentLoan Documents.

Incumbency Certificate. The Administrative Agent shall have received received, with a certificate counterpart for each Lender, a Certificate of each Trust, on behalf of the Borrowerseries thereof which are Borrowers, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower such Trust executing any Loan Document, Document executed by the Secretary or any Assistant Secretary a Responsible Officer of the Borrowersuch Trust, satisfactory in form and substance to the Administrative Agent.

Incumbency Certificate. The Administrative Agent shall have received from the Borrower an incumbency certificate, dated as of the Closing Date, signed by a certificate duly authorized officer of the Borrower and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and to the benefit of the Borrower, dated the Closing Date, as to the incumbency and signature each of the officers of Loan Documents; (b) to make Loan Requests, Conversion Requests and Swing Line Loan Requests; and (c) to give notices and to take other action on its behalf under the Borrower executing any Loan Document, executed by the Secretary or any Assistant Secretary of the Borrower, satisfactory in form and substance to the Administrative AgentDocuments.

Incumbency Certificate. The Administrative Agent shall have received a certificate of the Borrower, dated the Closing First Amendment Effective Date, as to the incumbency and signature of the officer or officers of the Borrower executing any Loan Documentthe First Amendment, executed by the Secretary or any Assistant Secretary of the Borrower, satisfactory in form and substance to the Administrative Agent.

Incumbency Certificate. The Administrative Agent shall have received a certificate of the Borrower, dated the Closing Date, as to the incumbency and signature signatures of the officers of the Borrower executing signing any Loan Document, executed reasonably satisfactory in form and substance to the Administrative Agent, signed by the President, the Chief Financial Officer or any Vice President and the Secretary or any Assistant Secretary of the Borrower, satisfactory in form and substance to the Administrative Agent.

Incumbency Certificate. The Administrative Agent shall have received a certificate of the Borrower, dated as of the Closing Date, as to the incumbency and signature signatures of the officers Responsible Officers of the Borrower executing signing any Loan Document, executed by the Secretary or any Assistant Secretary of the Borrower, reasonably satisfactory in form and substance to the Administrative Agent, signed by the Secretary or any Assistant Secretary and any other Responsible Officer of the Borrower.

Incumbency Certificate. The Administrative Agent shall have received a certificate of the Borrower, dated as of the Closing Effective Date, as to the incumbency and signature signatures of the officers Responsible Officers of the Borrower executing signing any Loan Document, executed by the Secretary or any Assistant Secretary of the Borrower, reasonably satisfactory in form and substance to the Administrative Agent, signed by the Secretary or any Assistant Secretary and any other Responsible Officer of the Borrower.

Incumbency Certificate. The Administrative Agent shall have received a certificate of the Borrower, dated the Closing Effective Date, as to the incumbency and signature of the officers of the Borrower executing any Loan Document, executed by the Secretary or any Assistant Secretary of the Borrower, satisfactory in form and substance to the Administrative Agent.

Incumbency Certificate. The Administrative Agent shall have received received, with a copy for each Lender, a certificate of the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing any Loan DocumentDocument satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower, satisfactory in form and substance to the Administrative Agent.

Incumbency Certificate. The Administrative Agent shall have received a certificate of the Borrower, dated the Closing Date, as to the incumbency and signature signatures of the officers Responsible Officers of the Borrower executing signing any Loan Document, executed reasonably satisfactory in form and substance to the Administrative Agent, signed by the Secretary or any Assistant Secretary of the Borrower, satisfactory in form Borrower and substance to the Administrative Agentany other Responsible Officer.

Incumbency Certificate. The Administrative Agent shall have received a certificate of the Borrower, dated as of the Original Closing Date, as to the incumbency and signature signatures of the officers Responsible Officers of the Borrower executing signing any Loan Document, executed by the Secretary or any Assistant Secretary of the Borrower, reasonably satisfactory in form and substance to the Administrative Agent, signed by the Secretary or any Assistant Secretary and any other Responsible Officer of the Borrower (it being understood that the certificate delivered in connection with the Original Credit Agreement shall satisfy the requirements hereof and be applicable to this Agreement).

Incumbency Certificate. The Administrative Agent shall have ---------------------- received a certificate of each of Parent, the BorrowerBorrower and each Subsidiary, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower such Person executing any Loan DocumentDocument or System Contract, in form and substance reasonably satisfactory to the Designated Agents, executed by the President or any 5ice President and the Secretary or any Assistant Secretary of the Borrower, satisfactory in form and substance to the Administrative Agentsuch Person.

Incumbency Certificate. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing any Loan Document, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower, satisfactory in form and substance to the Administrative Agent.

Incumbency Certificate. The Administrative Agent shall have received a certificate of the Borrower, dated as of the Original Closing Date, as to the incumbency and signature signatures of the officers Responsible Officers of the Borrower executing signing any Loan Document, executed by the Secretary or any Assistant Secretary of the Borrower, reasonably satisfactory in form and substance to the Administrative Agent, signed by the Secretary or any Assistant Secretary and any other Responsible Officer of the Borrower (it being understood that such certificate delivered in connection with the Existing Credit Agreement shall satisfy the requirements hereof and be applicable to this Agreement).

Incumbency Certificate. The Administrative Agent shall have received a an incumbency certificate of the Borrowersecretary of each Loan Party, dated certifying the names, true signatures and titles of such Person’s representatives duly authorized to act hereunder and to execute the Loan Documents and the other documents to be delivered thereunder, or a certification by such secretary that there have been no changes to the foregoing since delivery of the incumbency certificate of such Loan Party to Administrative Agent on the Original Closing Date, as to the incumbency and signature of the officers of the Borrower executing any Loan Document, executed by the Secretary or any Assistant Secretary of the Borrower, satisfactory in form and substance to the Administrative Agent.

Incumbency Certificate. The Administrative Agent shall have received received, with a copy for each Lender, a certificate of the Borrower, dated the Closing Restatement Date, as to the incumbency and signature of the officers of the Borrower executing any Loan DocumentDocument satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower, satisfactory in form and substance to the Administrative Agent.

Incumbency Certificate. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate dated as of the Borrower, dated the Closing Date, in form and substance satisfactory to the Agents and executed by a Responsible Officer and the Secretary or an Assistant Secretary of the Borrower and USIS (as applicable), as to the incumbency and signature of the officers of the Borrower and USIS executing any Loan Document, executed by the Secretary or any Assistant Secretary of the Borrower, satisfactory in form and substance to the Administrative Agent.