Common use of Organizational Documents; Incumbency Clause in Contracts

Organizational Documents; Incumbency. The Administrative Agent shall have received, in respect of each Credit Party, (1) sufficient copies of each Organizational Document as the Administrative Agent shall request, and, to the extent applicable, certified as of the Initial Funding Date or a recent date prior thereto by the appropriate Governmental Authority; (2) signature and incumbency certificates of the officers of such Credit Party; (3) resolutions of the Board of Managers or similar governing body of such Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party or by which it or its assets may be bound as of the Initial Funding Date, certified as of the Initial Funding Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (4) a good standing certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated the Initial Funding Date or a recent date prior thereto; (5) signature and incumbency certificates of one or more officers of the Borrower who are authorized to execute Funding Notices delivered under this Agreement and (6) such other documents as the Administrative Agent may reasonably request.

Organizational Documents; Incumbency. The Administrative Agent shall have received, in respect of each Credit Party, received (1i) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as the Administrative Agent shall requestapplicable, and, to the extent applicable, certified as of a recent date by the Initial Funding appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto by the appropriate Governmental Authoritythereto; (2ii) signature and incumbency certificates of the officers or directors of such Person executing the Credit PartyDocuments to which it is a party; (3iii) resolutions of the Board of Managers Directors or similar governing body of such each Credit Party approving and and, to the extent required in any jurisdiction, resolutions of the meeting of shareholders of a Credit Party, in each case authorizing the execution, delivery and performance of this Agreement and the other Transaction Credit Documents and the Related Agreements to which it is a party or by which it or its assets may be bound as of the Initial Funding Closing Date, certified as of the Initial Funding Closing Date by a director, its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (4iv) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of such each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated the Initial Funding Date or a recent date prior thereto; (5) signature and incumbency certificates of one or more officers of to the Borrower who are authorized to execute Funding Notices delivered under this Agreement and (6) such other documents as the Administrative Agent may reasonably requestClosing Date.

Organizational Documents; Incumbency. The Administrative Agent shall have received, in respect of each Credit Party, received (1i) sufficient copies of each Organizational Document originally executed and delivered by each Credit Party, as the Administrative Agent shall requestapplicable, and, to the extent applicable, certified as of a recent date by the Initial Funding appropriate governmental official, for each Lender, each dated the Effective Date or a recent date prior thereto by thereto; provided that in lieu of delivering each Organizational Document, the appropriate Governmental AuthorityCompany may deliver a certificate of an Authorized Officer certifying that there have been no material amendments to those Organizational Documents previously delivered to the Administrative Agent in connection with the Existing Credit Agreement; (2ii) signature and incumbency certificates of the officers of such Person executing the Credit PartyDocuments to which it is a party; (3iii) resolutions of the Board of Managers Directors or similar governing body of such each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Credit Documents and the Related Agreements to which it is a party or by which it or its assets may be bound as of the Initial Funding Effective Date, certified as of the Initial Funding Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (4iv) a good standing certificate from the applicable Governmental Authority of such Credit Party’s each of (i) Company, (ii) AR Holdings, and (iii) Holdings jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated the Initial Funding Date or a recent date prior theretoto the Effective Date; (5) signature and incumbency certificates of one or more officers of the Borrower who are authorized to execute Funding Notices delivered under this Agreement and (6v) such other documents as the Administrative Agent may reasonably request.

Organizational Documents; Incumbency. The Administrative Agent and Arrangers shall have received, in respect of each Credit Loan Party, (1i) sufficient copies of each Organizational Document as the Administrative Agent shall request, and, to the extent applicable, certified as of the Initial Funding Closing Date or a recent date prior thereto by the appropriate Governmental Authority; (2ii) signature and incumbency certificates of the officers of such Credit Loan Party; (3iii) resolutions of the Board of Managers Directors or similar governing body of such Credit Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Loan Documents and the Related Documents to which it is a party or by which it or its assets may be bound as of the Initial Funding Closing Date, certified as of the Initial Funding Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (4iv) a good standing certificate from the applicable Governmental Authority of such Credit Loan Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated the Initial Funding Closing Date or a recent date prior thereto; and (5v) signature and incumbency certificates of one or more officers of the Borrower who are authorized to execute Funding Committed Loan Notices delivered under this Agreement and Agreement, in substantially the form of Exhibit P (6) with such other documents amendments or modifications as the may be approved by Administrative Agent may reasonably requestAgent).

Organizational Documents; Incumbency. The Administrative Agent and Arrangers shall have received, in respect of each Credit Party, (1i) sufficient copies of each Organizational Document as the Administrative Agent shall request, and, to the extent applicable, certified as of the Initial Funding Closing Date or a recent date prior thereto by the appropriate Governmental Authority; (2ii) signature and incumbency certificates of the officers of such Credit Party; (3iii) resolutions of the Board of Managers Directors or similar governing body of such Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Credit Documents and the Related Agreements to which it is a party or by which it or its assets may be bound as of the Initial Funding Closing Date, certified as of the Initial Funding Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (4iv) a good standing certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated the Initial Funding Closing Date or a recent date prior thereto; and (5v) signature and incumbency certificates of one or more officers of the Borrower who are authorized to execute Funding Notices delivered under this Agreement and Agreement, in substantially the form of Exhibit P (6) with such other documents amendments or modifications as the may be approved by Administrative Agent may reasonably requestAgent).

Organizational Documents; Incumbency. The Administrative Agent shall have received, in respect of each Credit Party, (1) sufficient copies of each Organizational Document as the Administrative Agent shall request, and, to the extent applicable, certified certif ied as of the Initial Funding Closing Date or a recent date prior thereto by the appropriate Governmental Authority; (2) signature and incumbency certificates certif icates of the officers of f icers of such Credit Party; (3) resolutions of the Board of Managers Directors or similar governing body of such Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party or by which it or its assets may be bound as of the Initial Funding Closing Date, certified as of the Initial Funding Closing Date by its secretary or an assistant secretary as being in full force and effect ef fect without modification modif ication or amendment; (4) a good standing certificate certif icate from the applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated the Initial Funding Closing Date or a recent date prior thereto; (5) signature and incumbency certificates of one or more officers of the Borrower who are authorized to execute Funding Notices delivered under this Agreement and (6) such other documents as the Administrative Agent may reasonably request.. (c)

Organizational Documents; Incumbency. The Lenders, Administrative Agent and Arranger shall have received, in respect of each Credit Party, (1i) sufficient copies the Organizational Documents of each Organizational Document as the Administrative Agent shall request, such Credit Party and, to the extent applicable, certified as of the Initial Funding Closing Date or a recent date prior thereto by the appropriate Governmental Authority; (2ii) signature and incumbency certificates of the officers of such Credit Party; (3iii) resolutions of the Board of Managers Directors or similar governing body of such Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Credit Documents to which it is a party or by which it or its assets may be bound as of the Initial Funding Closing Date, certified as of the Initial Funding Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (4iv) a good standing certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated the Initial Funding Closing Date or a recent date prior thereto; (5v) signature and incumbency certificates of one or more officers of the Borrower who are authorized to execute Funding Notices delivered under this Agreement and (6vi) such other documents as the Lenders, Administrative Agent or Arranger may reasonably request.

Organizational Documents; Incumbency. The Administrative Agent shall have received, in respect of each Credit Party, (1) sufficient copies of each Organizational Document as the Administrative Agent shall request, and, to the extent applicable, certified as of the Initial Funding Date or a recent date prior thereto by the appropriate Governmental Authority; (2) signature and incumbency certificates of the officers of such Credit Party; (3) resolutions of the Board of Managers or similar governing body of such Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party or by which it or its assets may be bound as of the Initial Funding Date, certified as of the Initial Funding Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (4) a good standing certificate from the applicable Governmental Authority of such Credit Party’s 's jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated the Initial Funding Date or a recent date prior thereto; (5) signature and incumbency certificates of one or more officers of the Borrower who are authorized to execute Funding Notices delivered under this Agreement and (6) such other documents as the Administrative Agent may reasonably request.

Organizational Documents; Incumbency. The Administrative Agent shall have received, in respect of each Credit Party, (1) sufficient copies of each Organizational Document as the Administrative Agent shall request, and, to the extent applicable, certified as of the Initial Funding Closing Date or a recent date prior thereto by the appropriate Governmental Authority; (2) signature and incumbency certificates of the officers of such Credit Party; (3) resolutions of the Board of Managers Directors or similar governing body of such Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party or by which it or its assets may be bound as of the Initial Funding Closing Date, certified as of the Initial Funding Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (4) a good standing certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated the Initial Funding Closing Date or a recent date prior thereto; (5) signature and incumbency certificates of one or more officers of the Borrower who are authorized to execute Funding Notices delivered under this Agreement and (6) such other documents as the Administrative Agent may reasonably request.

Organizational Documents; Incumbency. The Administrative Agent and the Lenders shall have received, in respect of each Credit Party, (1i) sufficient copies the Organizational Documents of each Organizational Document as the Administrative Agent shall request, such Credit Party and, to the extent applicable, certified as of the Initial Funding Closing Date or a recent date prior thereto by the appropriate Governmental Authority; (2ii) signature and incumbency certificates of the officers of such Credit Party; (3iii) resolutions of the Board of Managers Directors or similar governing body of such Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Credit Documents to which it is a party or by which it or its assets may be bound as of the Initial Funding Closing Date, certified as of the Initial Funding Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (4iv) a good standing certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated the Initial Funding Closing Date or a recent date prior thereto; (5v) signature and incumbency certificates of one or more officers of the Borrower who are authorized to execute Funding Notices delivered under this Agreement and (6vi) such other documents as the Administrative Agent and the Lenders may reasonably request.

Organizational Documents; Incumbency. The Administrative Agent shall have received, in respect of each Credit Party, (1) sufficient copies of each Organizational Document as the Administrative Agent shall request, and, to the extent applicable, certified as of the Initial Funding Effective Date or a recent date prior thereto by the appropriate Governmental Authority; (2) signature and incumbency certificates of the officers of such Credit Party; (3) resolutions of the Board of Managers or similar governing body of such Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party or by which it or its assets may be bound as of the Initial Funding Effective Date, certified as of the Initial Funding Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (4) a good standing certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated the Initial Funding Effective Date or a recent date prior thereto; (5) signature and incumbency certificates of one or more officers of the Borrower who are authorized to execute Funding Notices delivered under this Agreement and (6) such other documents as the Administrative Agent may reasonably request.

Organizational Documents; Incumbency. The Administrative Agent shall have received, in respect of each Credit Party, received (1i) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as the Administrative Agent shall requestapplicable, and, to the extent applicable, certified as of a recent date by the Initial Funding appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto by the appropriate Governmental Authoritythereto; (2ii) signature and incumbency certificates of the officers of such Person executing the Credit PartyDocuments to which it is a party; (3iii) resolutions of the Board of Managers Directors or similar governing body of such each Credit Party approving and authorizing the execution, delivery and FIRST LIEN CREDIT AND GUARANTY AGREEMENT 824323-New York Server 7A EXECUTION performance of this Agreement and the other Transaction Credit Documents and the Related Agreements to which it is a party or by which it or its assets may be bound as of the Initial Funding Closing Date, certified as of the Initial Funding Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (4iv) a good standing certificate from the applicable Governmental Authority of such each Credit Party’s 's jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated the Initial Funding Date or a recent date prior theretoto the Closing Date; (5) signature and incumbency certificates of one or more officers of the Borrower who are authorized to execute Funding Notices delivered under this Agreement and (6v) such other documents as the Administrative Agent may reasonably request.

Organizational Documents; Incumbency. The Administrative Agent shall have received, in respect of each Credit Party, (1) sufficient copies of each Organizational Document as the Administrative Agent shall request, and, to the extent applicable, certified as of the Initial Funding Credit Date or a recent date prior thereto by the appropriate Governmental Authority; (2) signature and incumbency certificates of the officers of such Credit Party; (3) resolutions of the Board of Managers Directors or similar governing body of such Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party or by which it or its assets may be bound as of the Initial Funding Credit Date, certified as of the Initial Funding Credit Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (4) a good standing certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated the Initial Funding Credit Date or a recent date prior thereto; (5) signature and incumbency certificates of one or more officers of the Borrower who are authorized to execute Funding Notices delivered under this Agreement and (6) such other documents as the Administrative Agent may reasonably request.