Common use of Organizational Documents; Incumbency Clause in Contracts

Organizational Documents; Incumbency. The Administrative Agent shall have received copies of, to the extent applicable, (i) each Organizational Document of each Credit Party, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment and, to the extent applicable, certified as of a recent date by the appropriate Governmental Authority, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of each Credit Party; (iii) resolutions of board of directors, board of managers or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of the jurisdiction of incorporation, organization or formation of each Credit Party dated a recent date prior to the Closing Date; and (v) such other documents as the Administrative Agent may reasonably request.

Organizational Documents; Incumbency. The Administrative Agent and the Lenders shall have received copies ofreceived, in respect of each Credit Party, a certificate of such Credit Party executed by the secretary, an assistant secretary or other Authorized Officer of such Credit Party attaching (i) a copy of each Organizational Document of such Credit Party, which shall, to the extent applicable, (i) each Organizational Document of each Credit Party, be certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment and, to the extent applicable, certified as of a recent date by the appropriate Governmental Authority, each dated the Closing Date or a recent date prior thereto; thereto by the appropriate Governmental Authority, (ii) signature and incumbency certificates of the officers of such Credit Party executing each Credit Party; Document, (iii) resolutions of the board of directors, board of managers directors or similar governing body of each such Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit DocumentsDocuments to which it is a party, certified as of the Closing Date by its such secretary, assistant secretary or an assistant secretary Authorized Officer as being in full force and effect without modification or amendment; , and (iv) a good standing certificate from the applicable Governmental Authority of the such Credit Party’s jurisdiction of incorporationorganization, organization dated the Closing Date or formation of each Credit Party dated a recent date prior to the Closing Date; and (v) such other documents as the Administrative Agent may reasonably requestthereto.

Organizational Documents; Incumbency. The Administrative Agent shall have received copies ofreceived, in respect of each Credit Party, a certificate of such Credit Party executed by the secretary, an assistant secretary or other Authorized Officer of such Credit Party attaching (i) a copy of each Organizational Document of such Credit Party, which shall, to the extent applicable, (i) each Organizational Document of each Credit Party, be certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment and, to the extent applicable, certified as of a recent date by the appropriate Governmental Authority, each dated the Closing Date or a recent date prior thereto; thereto by the appropriate Governmental Authority, (ii) signature and incumbency certificates of the officers of such Credit Party executing each Credit Party; Document, (iii) resolutions of the board of directors, board of managers directors or similar governing body of each such Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit DocumentsDocuments to which it is a party, certified as of the Closing Date by its such secretary, assistant secretary or an assistant secretary Authorized Officer as being in full force and effect without modification or amendment; , and (iv) a good standing certificate from the applicable Governmental Authority of the such Credit Party’s jurisdiction of incorporationorganization, organization dated the Closing Date or formation of each Credit Party dated a recent date prior to the Closing Date; and (v) such other documents as the Administrative Agent may reasonably requestthereto.

Organizational Documents; Incumbency. The Administrative Agent shall have received copies of, to the extent applicable, (i) each Organizational Document of each Credit Partycopies, certified as of the Closing Date by its an Authorized Officer of each Credit Party or the secretary or an assistant secretary of such Credit Party as being in full force and effect without modification modification, supplement or amendment amendment, of (A) each Organizational Document executed and delivered by such Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate Governmental Authoritygovernmental official, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of each Credit Party; (iiiB) resolutions of board the Board of directors, board of managers Directors or similar governing body of each such Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents, certified Transaction Documents to which it is a party or by which it or its assets may be bound as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendmentDate; (ivC) a good standing certificate from the applicable Governmental Authority of the such Credit Party's jurisdiction of incorporation, organization or formation of and in each Credit Party jurisdiction in which it owns real property Collateral, each dated a recent date prior to the Closing Date; and (vD) such other documents as the Administrative Agent may reasonably request, and (ii) signature and incumbency certificates of the officers of each Credit Party executing the Transaction Documents.

Organizational Documents; Incumbency. The General Administrative Agent shall have received copies ofreceived, to the extent applicable, (i) each Organizational Document in respect of each Credit Party, a certificate of such Credit Party, dated the Closing Date and executed by an Authorized Officer of such Credit Party, attaching (i) a copy of each Organizational Document of such Credit Party, which to the extent applicable shall be certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment and, to the extent applicable, certified as of a recent date by the appropriate Governmental Authority, each dated the Closing Date or a recent date prior thereto; thereto by the appropriate Governmental Authority, (ii) signature and incumbency certificates of the officers of such Credit Party executing each Credit Party; Document, (iii) resolutions of board the Board of directorsManagers, board Board of managers Directors or similar governing body of each such Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit DocumentsDocuments to which it is a party, certified as of the Closing Date by its secretary or an assistant secretary such Authorized Officer as being in full force and effect without modification or amendment; , and (iv) a good standing certificate from the applicable Governmental Authority of the such Credit Party’s jurisdiction of incorporationorganization, organization dated the Closing Date or formation of each Credit Party dated a recent date prior thereto, all in form and substance reasonably satisfactory to the Closing Date; and (v) such other documents as the General Administrative Agent may reasonably requestAgent.

Organizational Documents; Incumbency. The Administrative Agent shall have received copies of, to the extent applicable, (i) sufficient copies of each Organizational Document of executed and delivered by each Credit Party, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment applicable, and, to the extent applicable, certified as of a recent date by the appropriate Governmental Authoritygovernmental official, for each Lender, each dated the Closing Restatement Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of each such Person executing the Credit PartyDocuments and Fifth Gear Acquisition Documents to which it is a party; (iii) resolutions of board the Board of directors, board of managers Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit DocumentsDocuments to which it is a party or by which it or its assets may be bound as of the Restatement Date, certified as of the Closing Restatement Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of the each Credit Party’s jurisdiction of incorporation, organization or formation of and in each Credit Party jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Restatement Date; and (v) such other documents as the Administrative Agent may reasonably request.