The obligations of Borrower hereunder are independent of the obligations to Lender of any present or future guarantor, endorser or other obligor, or any other party who now or hereafter becomes liable under this Note by contract, by operation of law, or otherwise (Borrower and each such other party are also referred to as an Obligor).
Borrower. Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction indicated at the beginning of this Agreement and, except as set forth on [Schedule 4.01(a)], is qualified to do business in all jurisdictions in which the nature of its business makes such qualification necessary and where failure to so qualify would have a Material Adverse Effect on its financial condition or operations. Borrower has the power and authority to execute, deliver, and perform its obligations under the Loan Documents to which it is or may become a party. Borrower's Subsidiaries are listed on [Schedule 4.01(a)].
Administrative Agent: [[Administrative Agent:Organization]], as the administrative agent under the Credit Agreement
under the Credit Agreement
1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.
Officers Certificate from the Borrower. The Administrative Agent shall have received from an Authorized Officer of the Borrower a certificate: # certifying as to and attaching # its Constituent Documents, # its resolutions or other action of its general partner approving this Agreement and any other matters related thereto, # the incumbency and specimen signature of each of its Authorized Officers and # a good standing certificate from its state or jurisdiction of organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect; # confirming that each of the Coverage Tests, Concentration Limitations and Collateral Quality Tests is in compliance both immediately before and after giving effect to this Agreement; # certifying as to the matters set forth in Section 3(a) hereof; and # certifying to the effect that in the case of each item of Collateral pledged to the Collateral Agent as of the date hereof, # the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for Permitted Liens, # the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in the immediately preceding clause (A), (C) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than pursuant to the Credit Agreement, # the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent and # upon grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except in respect of any Permitted Lien or as otherwise permitted by the Credit Agreement.
S. Government Securities Business Day immediately following any Daily SOFR Determination Day, SOFR in respect of such Daily SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to Daily Simple SOFR has not occurred, then SOFR for such Daily SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided, further, that SOFR as determined pursuant to this proviso
S.C. §7401 et seq., as amended by the Clean Air Act Amendments of 1990; # the Clean Water Act of
S. Tax Compliance Certificate substantially in the form of Exhibit M-22] or Exhibit M-33], IRS Form W-9, or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Recipient is a partnership and one (1) or more direct or indirect partners of such Foreign Recipient are claiming the portfolio interest exemption, such Foreign Recipient may provide a U.S. Tax Compliance Certificate substantially in the form of [Exhibit M-4]4] on behalf of each such direct and indirect partner;
S. Government Securities Business Days prior to # if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or # if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and # the Floor. If by 5:00 p.m. (New York City time) on the second (2nd)
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