Common use of Organizational Documents; Incumbency Clause in Contracts

Organizational Documents; Incumbency. The Administrative Agent shall have received copies of (i) each Organizational Document executed and delivered by each Credit Party, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, (ii) signature and incumbency certificates of the officers of each Credit Party, (iii) resolutions of the board of directors, board of managers, managing member or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, as applicable, or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or its director of operations as being in full force and effect without modification or amendment, (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Closing Date, and (v) such other security agreements, insurance certificates and endorsements, financing statements, opinions of counsel, documents and instruments as the Administrative Agent may reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent.

Organizational Documents; Incumbency. The Administrative Agent shall have received copies of (i) copies of each Organizational Document executed and delivered by each Credit Loan Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of each Credit Party, such Person executing the Loan Documents to which it is a party; (iii) resolutions of the board Board of directors, board of managers, managing member or similar governing body Directors of each Credit Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Loan Documents and the Related Agreements to which it is a party, as applicable, party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or its director of operations as being in full force and effect without modification or amendment, ; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Loan Party’s jurisdiction of incorporation, organization or formationformation and in each 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 Date, ; and (v) such other security agreements, insurance certificates and endorsements, financing statements, opinions of counsel, documents and instruments as the Administrative Agent may reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent.

Organizational Documents; Incumbency. The Administrative Agent shall have received copies of (i) sufficient copies (for each Holder) of each Organizational Document executed and delivered by of each Credit Note Party, and, to the extent applicable, certified as of a recent date by the appropriate governmental officialGovernmental Authority, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of each Credit Party, such Person executing the Note Documents to which it is a party; (iii) resolutions of the board of directors, board of managers, managing manager or member or similar governing body of each Credit Note Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Note Documents to which it is a party, as applicable, party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or its director of operations as being in full force and effect without modification or amendment, ; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Note Party’s jurisdiction of incorporation, organization or formationformation and in each 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 Date, ; and (v) such other security agreements, insurance certificates and endorsements, financing statements, opinions of counsel, documents and instruments Organizational Documents as the Administrative Agent or Lead Investor may reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent.

Organizational Documents; Incumbency. The Administrative Agent shall have received copies received, in respect of each Credit Party, (i) copies of each Organizational Document executed and delivered by each Credit Partyas Administrative Agent shall request, and, to the extent applicable, certified as of the Closing Date or a recent date prior thereto by the appropriate governmental official, Governmental Authority; (ii) signature and incumbency certificates of the officers Authorized Officers of each such Credit Party, Party that have executed any Credit Documents; (iii) resolutions of the board Board of directors, board of managers, managing member 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 to which it is a party, as applicable, party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or its director of operations as being in full force and effect without modification or amendment, ; (iv) a good standing certificate from the applicable Governmental Authority of each such Credit Party’s jurisdiction of incorporation, organization or formation, each formation dated the Closing Date or a recent date prior to the Closing Date, and thereto; (v) signature and incumbency certificates of one or more officers of Borrower who are authorized to execute Funding Notices delivered under this Agreement and (vi) such other security agreements, insurance certificates and endorsements, financing statements, opinions of counsel, documents and instruments as the Administrative Agent may reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent.

Organizational Documents; Incumbency. The Administrative Agent shall have received (1) copies of (i) each Organizational Document executed and delivered by each Credit Loan Party, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Restatement Effective Date or a recent date prior thereto; (ii2) signature and incumbency certificates of the officers of each Credit Party, Loan Party executing the Loan Documents to which it is a party; (iii3) resolutions of the board Board of directors, board of managers, managing member Directors or similar governing body of each Credit Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Loan Documents to which it is a party, as applicable, party or by which it or its assets may be bound as of the Closing Restatement Effective Date, certified as of the Closing Restatement Effective Date by its secretary or an assistant secretary or its director of operations as being in full force and effect without modification or amendment, ; (iv4) a good standing certificate from the applicable Governmental Authority of each Credit Party’s the jurisdiction of incorporation, organization or formationformation for each Loan Party, each dated a recent date prior to the Closing Restatement Effective Date, ; and (v5) such other security agreements, insurance certificates and endorsements, financing statements, opinions of counsel, organizational documents and instruments evidence of incumbency as the Administrative Agent may reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent.

Organizational Documents; Incumbency. The Administrative Agent and the Lenders shall have received copies of (i) each Organizational Document executed and delivered by each Credit Party, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, (ii) signature and incumbency certificates of the officers of each Credit Party, (iii) resolutions of the board of directors, board of managers, managing member or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, as applicable, or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or its director of operations as being in full force and effect without modification or amendment, (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s 's jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Closing Date, and (v) such other security agreements, insurance certificates and endorsements, financing statements, opinions of counsel, documents and instruments as the Administrative Agent or the Required Lenders may reasonably request, each in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Lenders.

Organizational Documents; Incumbency. The Administrative Agent shall have received copies of (i) each Organizational Document executed and delivered by each Credit Party, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, (ii) signature and incumbency certificates of the officers of each Credit Party, (iii) resolutions of the board of directors, board of managers, managing member or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, as applicable, or by which it or its assets may be bound as of the Closing Restatement Date, certified as of the Closing Restatement Date by its secretary or an assistant secretary or its director of operations as being in full force and effect without modification or amendment, (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s 's jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Closing Restatement Date, and (v) such other security agreements, insurance certificates and endorsements, financing statements, opinions of counsel, documents and instruments as the Administrative Agent may reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent.

Organizational Documents; Incumbency. The Administrative Agent shall have received copies of (i) sufficient copies of each Organizational Document originally executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Effective Date or a recent date prior thereto; provided that in lieu of delivering each Organizational Document, the Company 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; (ii) signature and incumbency certificates of the officers of each such Person executing the Credit Party, Documents to which it is a party; (iii) resolutions of the board Board of directors, board of managers, managing member Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents and the Related Agreements to which it is a party, as applicable, party or by which it or its assets may be bound as of the Closing Effective Date, certified as of the Closing Effective Date by its secretary or an assistant secretary or its director of operations as being in full force and effect without modification or amendment, ; and (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Closing Date, and (v) such other security agreements, insurance certificates and endorsements, financing statements, opinions of counsel, documents and instruments as the Administrative Agent may reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent.

Organizational Documents; Incumbency. The Administrative Agent shall have received copies of (i) sufficient copies of each Organizational Document executed and delivered by of each Credit Loan Party, and, to the extent applicable, certified as of a recent date by the appropriate governmental officialGovernmental Authority, for each Lender, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of each Credit Party, such Person executing the Loan Documents to which it is a party; (iii) resolutions of the board of directors, board of managers, managing manager or member or similar governing body of each Credit Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Loan Documents to which it is a party, as applicable, party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or its director of operations as being in full force and effect without modification or amendment, ; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Loan Party’s jurisdiction of incorporation, organization or formationformation and in each 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 Date, ; and (v) such other security agreements, insurance certificates and endorsements, financing statements, opinions of counsel, documents and instruments Organizational Documents as the Administrative Agent may reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent.

Organizational Documents; Incumbency. The Administrative Agent shall have received copies of (i) sufficient copies of each Organizational Document executed and delivered by of each Credit Note Party, and, to the extent applicable, certified as of a recent date by the appropriate governmental officialGovernmental Authority, for each Holder, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of each Credit Party, such Person executing the Note Documents to which it is a party; (iii) resolutions of the board of directors, board of managers, managing manager or member or similar governing body of each Credit Note Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Note Documents and the Related Agreements to which it is a party, as applicable, party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or its director of operations as being in full force and effect without modification or amendment, ; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Note Party’s jurisdiction of incorporation, organization or formationformation and in each 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 Date, ; and (v) such other security agreements, insurance certificates and endorsements, financing statements, opinions of counsel, documents and instruments Organizational Documents as the Administrative Agent may reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent.

Organizational Documents; Incumbency. The Administrative Agent shall have received copies of (i) each Organizational Document executed and delivered by each Credit Transaction Party, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, (ii) signature and incumbency certificates of the officers of each Credit Transaction Party, (iii) resolutions of the board of directors, board of managers, managing member or similar governing body of each Credit Transaction Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, as applicable, or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or its director of operations manager as being in full force and effect without modification or amendment, and (iv) a good standing certificate from the applicable Governmental Authority of each Credit Transaction Party’s jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Closing Date, and (v) such other security agreements, insurance certificates and endorsements, financing statements, opinions of counsel, documents and instruments as the Administrative Agent may reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent.;

Organizational Documents; Incumbency. The Administrative Agent shall have received copies received, in respect of each Loan Party, (i) copies of each Organizational Document executed and delivered by each Credit PartyDocument, and, certified (to the extent applicable, certified ) as of a recent date prior thereto by the appropriate governmental official, Governmental Authority; (ii) signature and incumbency certificates of the officers of each Credit such Loan Party, ; (iii) resolutions of the board Board of directors, board of managers, managing member Directors or similar governing body of each Credit such Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Loan Documents to which it is a party, as applicable, party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or its director of operations as being in full force and effect without modification or amendment, ; (iv) a good standing certificate from the applicable Governmental Authority of each Credit such Loan Party’s jurisdiction of incorporation, organization or formation, each dated the Closing Date or a recent date prior to the Closing Date, thereto; and (v) signature and incumbency certificates of one or more officers of the Borrower who are authorized to execute Committed Loan Notices delivered under this Agreement, in substantially the form of Exhibit P (with such other security agreements, insurance certificates and endorsements, financing statements, opinions of counsel, documents and instruments amendments or modifications as the Administrative Agent may be reasonably request, each in form and substance reasonably satisfactory acceptable to the Administrative Agent).

Organizational Documents; Incumbency. The Administrative Agent Agents shall have received copies of received: (i) copies of each Organizational Document executed and delivered by each Credit Loan Party, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of each Credit Party, such Person executing the Loan Documents to which it is a party; (iii) resolutions of the board Board of directors, board of managers, managing member Directors or similar governing body of each Credit Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Loan Documents to which it is a party, as applicable, party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or its director of operations as being in full force and effect without modification or amendment, ; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Loan Party’s 's jurisdiction of incorporation, organization or formation, and each other jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, in each case, dated a recent date prior to the Closing Date, ; and (v) such other security agreements, insurance certificates and endorsements, financing statements, opinions of counsel, documents and instruments as the Administrative Agent Agents or the Required Lenders may reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent.

Organizational Documents; Incumbency. The Administrative Agent and Arranger shall have received copies received, in respect of each Credit Party, (i) copies of each Organizational Document executed and delivered by each Credit PartyDocument, and, to the extent applicable, certified as of the Closing Date or a recent date prior thereto by the appropriate governmental official, Governmental Authority; (ii) signature and incumbency certificates of the officers of each such Credit Party, ; (iii) resolutions of the board of directors, board of managers, managing member 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 to which it is a party, as applicable, party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or its director any senior officer of operations such Credit Party with similar responsibility as being in full force and effect without modification or amendment, ; and (iv) a good standing certificate from the applicable Governmental Authority of each such Credit Party’s jurisdiction of incorporation, organization or formationformation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated the Closing Date or a recent date prior to the Closing Date, and (v) such other security agreements, insurance certificates and endorsements, financing statements, opinions of counsel, documents and instruments as the Administrative Agent may reasonably request, each in form and substance reasonably satisfactory to the Administrative Agentthereto.

Organizational Documents; Incumbency. The Administrative Agent shall have received copies received, in respect of (i) each Organizational Document executed and delivered by each Credit Party, and, to the extent applicable, certified (i) copies of each Organizational Document as of a recent date by the appropriate governmental officialAdministrative Agent shall request, (ii) signature and incumbency certificates of the officers Authorized Officers of each such Credit PartyParty that have executed any Credit Documents, (iii) resolutions of the board Board of directors, board of managers, managing member 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 to which it is a party, as applicable, party or by which it or its assets may be bound as of on the Closing Date, certified as of on the Closing Date by its secretary or an assistant secretary (or its director of operations other equivalent officer, partner or manager) as being in full force and effect without modification or amendment, (iv) a good standing certificate (if such certificate or its equivalent exists in the applicable jurisdiction) from the applicable Governmental Authority of each such Credit Party’s jurisdiction of incorporation, organization or formation, each formation dated on a recent date prior to the Closing Date, thereto and (v) such other security agreements, insurance signature and incumbency certificates and endorsements, financing statements, opinions of counsel, documents and instruments as the Administrative Agent may reasonably request, each in form and substance reasonably satisfactory one or more officers of Borrower who are authorized to the Administrative Agentexecute Funding Notices delivered under this Agreement.

Organizational Documents; Incumbency. The Administrative Agent shall have received copies of (i) each a certification by an Authorized Officer of Holdings that there has been no change to any Organizational Document executed and Documents of the Credit Parties from the most recent copies delivered by each Credit Party, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, Administrative Agent; (ii) signature and incumbency certificates of the officers of each Credit Party, Party executing the Credit Documents to which it is a party; (iii) resolutions of the board Board of directors, board of managers, managing member Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and Agreement, the other Credit Documents and the Related Agreements to which it is a party, as applicable, party or by which it or its assets may be bound as of the Closing Restatement Date, certified as of the Closing Restatement Date by its secretary or an assistant secretary or its director of operations as being in full force and effect without modification or amendment, ; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formationformation and in each 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 security agreements, insurance certificates and endorsements, financing statements, opinions of counsel, documents and instruments as the Administrative Agent may reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent.

Organizational Documents; Incumbency. The Administrative Agent shall have received copies of (i) sufficient copies (for each Holder) of each Organizational Document executed and delivered by of each Credit Note Party, and, to the extent applicable, certified as of a recent date by the appropriate governmental officialGovernmental Authority, each dated as of the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of each Credit Party, such Person executing the Note Documents to which it is a party; (iii) resolutions of the board of directors, board of managers, managing manager or member or similar governing body of each Credit Note Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Note Documents to which it is a party, as applicable, party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or its director of operations as being in full force and effect without modification or amendment, ; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Note Party’s jurisdiction of incorporation, organization or formationformation and in each 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 Date, ; and (v) such other security agreements, insurance certificates and endorsements, financing statements, opinions of counsel, documents and instruments Organizational Documents as the Administrative Agent or Lead Investor may reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent.

Organizational Documents; Incumbency. The Administrative Agent Lenders shall have received copies of received: (i) copies of each Organizational Document executed and delivered by of each Credit Loan Party, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, ; (ii) signature and incumbency certificates of the officers of each Credit Party, such Person executing the Loan Documents to which it is a party; (iii) resolutions of the board Board of directors, board of managers, managing member Directors or similar other governing body of each Credit Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Loan Documents to which it is a party, as applicable, party or by which it or its assets may be bound as of the Closing Date, certified as of on or prior to the Closing Date by its secretary or an assistant secretary or its director of operations as being in full force and effect without modification or amendment, ; and (iv) a good standing certificate or its equivalent from the applicable Governmental Authority of each Credit Loan Party’s jurisdiction of incorporation, organization or formationformation (to the extent such certificate may be obtained in such jurisdiction) and in each jurisdiction in which the failure to be in good standing could reasonably be expected to result in a Material Adverse Effect, each dated a recent date prior to the Closing Date, and (v) such other security agreements, insurance certificates and endorsements, financing statements, opinions of counsel, documents and instruments as the Administrative Agent may reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent.

Organizational Documents; Incumbency. The Administrative Agent shall have received copies of (i) sufficient copies of each Organizational Document executed and delivered by each Credit Party, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Credit Party, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of each Credit Party, such Person executing the Closing Documents to which it is a party; (iii) resolutions of the board Board of directors, board of managers, managing member Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Closing Documents to which it is a party, as applicable, party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary or its director of operations as being in full force and effect without modification or amendment, ; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formationformation and in each 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 Date, ; and (v) such other security agreements, insurance certificates and endorsements, financing statements, opinions of counsel, documents and instruments as the Administrative Agent may reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent.